Exhibit 10.1



                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                         Monroe Bancorp Capital Trust I

                            Dated as of July 24, 2006







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                                Table of Contents

                                                                           Page

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.01.  Definitions....................................................1

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.01.  Name...........................................................9

SECTION 2.02.  Office.........................................................9

SECTION 2.03.  Purpose........................................................9

SECTION 2.04.  Authority......................................................9

SECTION 2.05.  Title to Property of the Trust................................10

SECTION 2.06.  Powers and Duties of the Trustees and the Administrators......10

SECTION 2.07.  Prohibition of Actions by the Trust and the Trustees..........15

SECTION 2.08.  Powers and Duties of the Institutional Trustee................15

SECTION 2.09.  Certain Duties and Responsibilities of the Trustees and the
               Administrators................................................17

SECTION 2.10.  Certain Rights of Institutional Trustee.......................19

SECTION 2.11.  Delaware Trustee..............................................21

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

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

SECTION 2.14.  Duration of Trust.............................................22

SECTION 2.15.  Mergers.......................................................22

                                   ARTICLE III
                                     SPONSOR

SECTION 3.01.  Sponsor's Purchase of Common Securities.......................24

SECTION 3.02.  Responsibilities of the Sponsor...............................24

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

SECTION 4.01.  Number of Trustees............................................25

SECTION 4.02.  Delaware Trustee..............................................25

SECTION 4.03.  Institutional Trustee; Eligibility............................25

SECTION 4.04.  Certain Qualifications of the Delaware Trustee Generally......26

SECTION 4.05.  Administrators................................................26

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                                Table of Contents
                                   (continued)

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SECTION 4.06.  Initial Delaware Trustee......................................26

SECTION 4.07.  Appointment, Removal and Resignation of the Trustees and the
               Administrators................................................26

SECTION 4.08.  Vacancies Among Trustees......................................29

SECTION 4.09.  Effect of Vacancies...........................................29

SECTION 4.10.  Meetings of the Trustees and the Administrators...............29

SECTION 4.11.  Delegation of Power...........................................29

SECTION 4.12.  Merger, Conversion, Consolidation or Succession to Business...31

                                    ARTICLE V
                                  DISTRIBUTIONS

SECTION 5.01.  Distributions.................................................31

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

SECTION 6.01.  General Provisions Regarding Securities.......................31

SECTION 6.02.  Paying Agent, Transfer Agent, Calculation Agent and Registrar.33

SECTION 6.03.  Form and Dating...............................................33

SECTION 6.04.  Book-Entry Capital Securities.................................34

SECTION 6.05.  Mutilated, Destroyed, Lost or Stolen Certificates.............36

SECTION 6.06.  Temporary Securities..........................................36

SECTION 6.07.  Cancellation..................................................36

SECTION 6.08.  Rights of Holders; Waivers of Past Defaults...................37

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.01.  Dissolution and Termination of Trust..........................39

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

SECTION 8.01.  General.......................................................40

SECTION 8.02.  Transfer Procedures and Restrictions..........................41

SECTION 8.03.  Deemed Security Holders.......................................45

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

SECTION 9.01.  Liability.....................................................45

SECTION 9.02.  Exculpation...................................................45

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                                Table of Contents
                                   (continued)

                                                                           Page
SECTION 9.03.  Fiduciary Duty................................................46

SECTION 9.04.  Indemnification...............................................46

SECTION 9.05.  Outside Businesses............................................49

SECTION 9.06.  Compensation; Fee.............................................50

                                    ARTICLE X
                                   ACCOUNTING

SECTION 10.01. Fiscal Year...................................................51

SECTION 10.02. Certain Accounting Matters....................................51

SECTION 10.03. Banking.......................................................52

SECTION 10.04. Withholding...................................................52

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

SECTION 11.01. Amendments....................................................52

SECTION 11.02. Meetings of the Holders of the Securities; Action by Written
               Consent.......................................................54

                                   ARTICLE XII
          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.01. Representations and Warranties of Institutional Trustee.......56

SECTION 12.02. Representations and Warranties of Delaware Trustee............57

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.01. Notices.......................................................57

SECTION 13.02. Governing Law.................................................59

SECTION 13.03. Submission to Jurisdiction....................................59

SECTION 13.04. Intention of the Parties......................................60

SECTION 13.05. Headings......................................................60

SECTION 13.06. Successors and Assigns........................................60

SECTION 13.07. Partial Enforceability........................................60

SECTION 13.08. Counterparts..................................................60


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                                Table of Contents
                                   (continued)

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ANNEXES AND EXHIBITS

               ANNEX I Terms of Capital Securities and Common Securities   A-I-1














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                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                         Monroe Bancorp Capital Trust I

                                  July 24, 2006

         AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated
and effective as of July 24, 2006, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

         WHEREAS, certain of the Trustees, the Administrators and the Sponsor
established Monroe Bancorp Capital Trust I (the "Trust"), a statutory trust
under the Statutory Trust Act (as defined herein), pursuant to a Declaration of
Trust, dated as of July 20, 2006 (the "Original Declaration"), and a Certificate
of Trust filed with the Secretary of State of the State of Delaware on July 20,
2006, for the sole purpose of issuing and selling certain securities
representing undivided beneficial interests in the assets of the Trust and
investing the proceeds thereof in the Debentures (as defined herein) of the
Debenture Issuer (as defined herein) in connection with the issuance of the
Capital Securities (as defined herein);

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

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

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

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.01. Definitions.  Unless the context otherwise requires:
         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;


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         a term defined anywhere in this Declaration has the same meaning
         throughout;

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

         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;

         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

         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 Mark D. Bradford and Gordon M. Dyott,
solely in such Person's capacity as Administrator of the Trust continued
hereunder and not in such Person's individual capacity, or such Administrator's
successor in interest in such capacity, or any successor appointed as herein
provided.

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

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

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

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

         a 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

         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

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

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

         "Business Day" means any day other than Saturday, Sunday or any other
day on which banking institutions in Wilmington, Delaware or New York City or
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 Security Certificate" means a definitive Certificate
registered in the name of the Holder representing Capital Securities, which
shall be substantially in the form attached hereto as 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" has the meaning set forth in the Purchase Agreement .

         "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 919 Market Street Suite 700 Wilmington, DE 19801, Attention:
Corporate Trust Division.

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

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         "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 Monroe Bancorp, a bank holding company
incorporated in Indiana, in its capacity as issuer of the Debentures under the
Indenture.

         "Debenture Trustee" means Wells Fargo Bank, National Association, a
national banking association with its principal place of business in the State
of Delaware, 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 October
7, 2036 to be issued by the Debenture Issuer under the Indenture.

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

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

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

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

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

         "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.

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

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

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

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

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

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

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

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

         "Guarantee" means the Guarantee Agreement, dated as of July 24, 2006,
of the Sponsor 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 July 24, 2006, among 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.

         "Initial Purchaser" means the initial purchaser of the Capital
Securities.

         "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).

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

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

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

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

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

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

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

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

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

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

         a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

         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

         a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

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

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

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

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         "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.

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

         "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.

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

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

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

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

         "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.

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

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

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

         "Sponsor" means Monroe Bancorp, a bank holding company that is a U.S.
Person incorporated in Indiana, 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 Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

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

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

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

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

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

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

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

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

         "Transfer Notice" has the meaning set forth in Section 8.2(e).

         "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

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property and assets for the time being held or deemed to be held by the
Institutional Trustee pursuant to the trusts of this Declaration.

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



                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.01.     Name. The Trust is named "Monroe Bancorp Capital Trust I," as
                  such name may be modified from time to time by the
                  Administrators following written notice to the Institutional
                  Trustee and the Holders of the Securities. The Trust's
                  activities may be conducted under the name of the Trust or any
                  other name deemed advisable by the Administrators.

SECTION 2.02.     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 210 E. Kirkwood Avenue, Bloomington, Indiana
                  47408. On ten Business Days' written notice to the
                  Institutional Trustee and the Holders of the Securities, the
                  Administrators may designate another principal office, which
                  shall be in a state of the United States or the District of
                  Columbia.

SECTION 2.03.     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 2.04.     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

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                  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 2.05.     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 2.06.     Powers and Duties of the Trustees and the Administrators.

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:

(a)      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:

(1)      the issuance and sale of the Securities;

(2)      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;

(3)      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;

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

(5)      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;

                                      -10-
<PAGE>

(6)      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;

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

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

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

(10)     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;

(11)     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);

(12)     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;

(13)     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;

(14)     to negotiate the terms of, and the execution and delivery of, the
         Purchase Agreement providing for the sale of the Capital Securities;

(15)     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;

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

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

                                      -11-
<PAGE>

(18)     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.

(b)      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:

(1)      the establishment of the Property Account;

(2)      the receipt of the Debentures;

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

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

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

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

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

(8)      to the extent provided in this Declaration, the winding up of the
         affairs of and liquidation of the Trust and the preparation, execution
         and filing of the certificate of cancellation with the Secretary of
         State of the State of Delaware;

(9)      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);

(10)     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

                                      -12-
<PAGE>

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

(c)      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)(F) and (G) 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.

         So long as this Declaration remains in effect, the Trust (or the
         Trustees or Administrators acting on behalf of the Trust) shall not
         undertake any business, activities or transaction except as expressly
         provided herein or contemplated hereby. In particular, neither the
         Trustees nor the Administrators may cause the Trust to (i) acquire any
         investments or engage in any activities not authorized by this
         Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge,
         set-off or otherwise dispose of any of the Trust Property or interests
         therein, including to Holders, except as expressly provided herein,
         (iii) take any action that would cause (or in the case of the
         Institutional Trustee, to the actual knowledge of a Responsible Officer
         would cause) the Trust to fail or cease to qualify as a "grantor trust"
         for United States federal income tax purposes, (iv) incur any
         indebtedness for borrowed money or issue any other debt or (v) take or
         consent to any action that would result in the placement of a lien on
         any of the Trust Property. The Institutional Trustee shall, at the sole
         cost and expense of the Trust, defend all claims and demands of all
         Persons at any time claiming any lien on any of the Trust Property
         adverse to the interest of the Trust or the Holders in their capacity
         as Holders.

         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):

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

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

                                      -13-
<PAGE>

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

         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), (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.

         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.

         The assets of the Trust shall consist of the Trust Property.

         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.

         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.

                                      -14-
<PAGE>

SECTION 2.07.     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:

                  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;

                  acquire any assets other than as expressly provided herein;

                  possess Trust Property for other than a Trust purpose;

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

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

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

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

SECTION 2.08.     Powers and Duties of the Institutional Trustee.

                  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.

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

                  The Institutional Trustee shall:

                                      -15-
<PAGE>

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

(b)      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

(c)      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.

         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.

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

                                      -16-
<PAGE>

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

(a)      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

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

         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.

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

                  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.

                  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

                                      -17-
<PAGE>

                  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.

                  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.

                  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:

         (a)      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;

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

                                      -18-
<PAGE>

         (c)      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;

         (d)      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

         (e)      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.

                  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;

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

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

                                      -19-
<PAGE>

                  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;

                  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;

                  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;

                  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;

                  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;

                  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;

                  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

                                      -20-
<PAGE>

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

                  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;

                  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;

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

                  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

                  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.

                                      -21-
<PAGE>

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 Section 3807 of the Statutory
                  Trust Act.

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

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

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

SECTION 2.15.     Mergers.

                  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 3 of Annex I.

                  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:

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

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

                                      -22-
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         (2)      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;

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

         (c)      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;

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

         (e)      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);

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

         (g)      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:

         (1)      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);

         (2)      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

         (3)      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;

                                      -23-
<PAGE>

         (h)      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

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

                  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 3.01.     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 3.02.     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:

                  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;

                  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

                                      -24-
<PAGE>

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

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

SECTION 4.01.     Number of Trustees.  The number of Trustees initially shall
                  be two, and:

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

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

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

                  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 Section 3807 of the Statutory Trust
                  Act.

SECTION 4.03.     Institutional Trustee; Eligibility.
                  -------------------------------------

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

         (a)      not be an Affiliate of the Sponsor;

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

         (c)      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

                                      -25-
<PAGE>

                  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.

                  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.

                  If the Institutional Trustee has or shall acquire any
                  "conflicting interest" within the meaning of Section 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.

                  The initial Institutional Trustee shall be Wells Fargo Bank,
                  National Association.

SECTION 4.04.     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 4.05.     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 4.06.     Initial Delaware Trustee.  The initial Delaware Trustee shall
                  be Wells Fargo Delaware Trust Company.

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

                  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.

                  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 that Delaware Trustee's successor 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

                                      -26-
<PAGE>

                  Trustee on a form provided by the Administrators, and
                  selecting the Person who agrees to the lowest 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.

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

                  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.

                  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

                                      -27-
<PAGE>

                  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").

                  In case of the appointment hereunder of a successor Relevant
                  Trustee, the retiring Relevant Trustee and each successor
                  Relevant Trustee with respect to the Securities shall execute
                  and deliver an amendment hereto wherein each successor
                  Relevant Trustee shall accept such appointment and which (a)
                  shall contain such provisions as shall be necessary or
                  desirable to transfer and confirm to, and to vest in, each
                  successor Relevant Trustee all the rights, powers, trusts and
                  duties of the retiring Relevant Trustee with respect to the
                  Securities and the Trust and (b) shall add to or change any of
                  the provisions of this Declaration as shall be necessary to
                  provide for or facilitate the administration of the Trust by
                  more than one Relevant Trustee, it being understood that
                  nothing herein or in such amendment shall constitute such
                  Relevant Trustees co-trustees and upon the execution and
                  delivery of such amendment the resignation or removal of the
                  retiring Relevant Trustee shall become effective to the extent
                  provided therein and each such successor Relevant Trustee,
                  without any further act, deed or conveyance, shall become
                  vested with all the rights, powers, trusts and duties of the
                  retiring Relevant Trustee; but, on request of the Trust or any
                  successor Relevant Trustee, such retiring Relevant Trustee
                  shall duly assign, transfer and deliver to such successor
                  Relevant Trustee all Trust Property, all proceeds thereof and
                  money held by such retiring Relevant Trustee hereunder with
                  respect to the Securities and the Trust subject to the payment
                  of all unpaid fees, expenses and indemnities of such retiring
                  Relevant Trustee.

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

                  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.

                  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.




                                      -28-
<PAGE>

SECTION 4.08.     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 4.09.     Effect of Vacancies. The death, resignation, retirement,
                  removal, bankruptcy, dissolution, liquidation, incompetence or
                  incapacity to perform the duties of a Trustee shall not
                  operate to dissolve, terminate or annul the Trust or terminate
                  this Declaration. Whenever a vacancy in the number of Trustees
                  shall occur, until such vacancy is filled by the appointment
                  of a Trustee in accordance with Section 4.7, the Institutional
                  Trustee shall have all the powers granted to the Trustees and
                  shall discharge all the duties imposed upon the Trustees by
                  this Declaration.

SECTION 4.10.     Meetings of the Trustees and the Administrators. Meetings of
                  the Trustees or the Administrators shall be held from time to
                  time upon the call of any Trustee or Administrator, as
                  applicable. Regular meetings of the Trustees and the
                  Administrators, respectively, may be in person in the United
                  States or by telephone, at a place (if applicable) and time
                  fixed by resolution of the Trustees or the Administrators, as
                  applicable. Notice of any in-person meetings of the Trustees
                  or the Administrators shall be hand delivered or otherwise
                  delivered in writing (including by facsimile, with a hard copy
                  by overnight courier) not less than 48 hours before such
                  meeting. Notice of any telephonic meetings of the Trustees or
                  the Administrators or any committee thereof shall be hand
                  delivered or otherwise delivered in writing (including by
                  facsimile, with a hard copy by overnight courier) not less
                  than 24 hours before a meeting. Notices shall contain a brief
                  statement of the time, place and anticipated purposes of the
                  meeting. The presence (whether in person or by telephone) of a
                  Trustee or an Administrator, as the case may be, at a meeting
                  shall constitute a waiver of notice of such meeting except
                  where a Trustee or an Administrator, as the case may be,
                  attends a meeting for the express purpose of objecting to the
                  transaction of any activity on the ground that the meeting has
                  not been lawfully called or convened. Unless provided
                  otherwise in this Declaration, any action of the Trustees or
                  the Administrators, as the case may be, may be taken at a
                  meeting by vote of a majority of the Trustees or the
                  Administrators present (whether in person or by telephone) and
                  eligible to vote with respect to such matter; provided, that,
                  in the case of the Administrators, a Quorum is present, or
                  without a meeting by the unanimous written consent of the
                  Trustees or the Administrators, as the case may be. Meetings
                  of the Trustees and the Administrators together shall be held
                  from time to time upon the call of any Trustee or
                  Administrator.

SECTION 4.11.     Delegation of Power.

                                      -29-
<PAGE>

                  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.

                  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.


























                                      -30-
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SECTION 4.12.     Merger, Conversion, Consolidation or Succession to Business.
                  Any Person into which the Institutional Trustee or the
                  Delaware Trustee, as the case may be, may be merged or
                  converted or with which either may be consolidated, or any
                  Person resulting from any merger, conversion or consolidation
                  to which the Institutional Trustee or the Delaware Trustee, as
                  the case may be, shall be a party, or any Person succeeding to
                  all or substantially all the corporate trust business of the
                  Institutional Trustee or the Delaware Trustee, as the case may
                  be, shall be the successor of the Institutional Trustee or the
                  Delaware Trustee, as the case may be, hereunder, without the
                  execution or filing of any paper or any further act on the
                  part of any of the parties hereto, provided such Person shall
                  be otherwise qualified and eligible 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 5.01.     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 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 6.01.     General Provisions Regarding Securities.

                  The Administrators shall on behalf of the Trust issue one
                  series of capital securities, evidenced by a certificate
                  substantially in the form of Exhibit A-1, representing
                  undivided beneficial interests in the assets of the Trust and
                  having such terms as are set forth in Annex I (the "Capital
                  Securities"), and one series of common securities, evidenced
                  by a certificate substantially in the form of Exhibit A-2,
                  representing undivided beneficial interests in the assets of
                  the Trust and having such terms as are set forth in Annex I
                  (the "Common Securities"). The Trust shall issue no securities
                  or other interests in the assets of the Trust other than the
                  Capital Securities and the Common Securities. The Capital
                  Securities rank pari

                                      -31-
<PAGE>

                  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.

                  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.

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

                  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.

                  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.

                  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.

                                      -32-
<PAGE>

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

                  The Trust shall maintain in Wilmington, Delaware, an office or
                  agency where the Securities may be presented for payment (the
                  "Paying Agent"), and an office or agency where Securities may
                  be presented for registration of transfer or exchange (the
                  "Transfer Agent"). The Trust shall keep or cause to be kept at
                  such office or agency 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 Paying Agent, Transfer Agent
                  and 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.

                  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 6.03.     Form and Dating.

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

                                      -33-
<PAGE>

                  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.

                  The Capital Securities sold by the Trust to the Initial
                  Purchasers pursuant to the Purchase Agreement shall be issued
                  in the form of a Global Capital Security, registered in the
                  name of the Depositary, without coupons and with the
                  Restricted Securities Legend.

SECTION 6.04.     Book-Entry Capital Securities.

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

                  If any Global Capital Security is to be exchanged for
                  Definitive Capital Securities Certificates or canceled in
                  part, or if any Definitive Capital Securities Certificate is
                  to be exchanged in whole or in part for any Global Capital
                  Security, then either (i) such Global Capital Security shall
                  be so surrendered for exchange or cancellation as provided in
                  this Section 6.4 and Article VIII or (ii) the aggregate
                  liquidation amount represented by such Global Capital Security
                  shall be reduced, subject to Section 6.3, or increased by an
                  amount equal to the liquidation amount

                                      -34-
<PAGE>

                  represented by that portion of the Global Capital Security to
                  be so exchanged or canceled, or equal to the liquidation
                  amount represented by such Definitive Capital Securities
                  Certificates to be so exchanged for any Global Capital
                  Security, as the case may be, by means of an appropriate
                  adjustment made on the records of the Securities Registrar,
                  whereupon the Institutional Trustee, in accordance with the
                  Applicable Depositary Procedures, shall instruct the
                  Depositary or its authorized representative to make a
                  corresponding adjustment to its records. Upon any such
                  surrender to the Administrators or the Registrar of any Global
                  Capital Security or Securities by the Depositary, accompanied
                  by registration instructions, the Administrators, or any one
                  of them, shall execute the Definitive Capital Securities
                  Certificates in accordance with the instructions of the
                  Depositary. None of the Registrar, Administrators, or the
                  Institutional Trustee shall be liable for any delay in
                  delivery of such instructions and may conclusively rely on,
                  and shall be fully protected in relying on, such instructions.

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

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

                  The rights of the Owners of the Book-Entry Capital Securities
                  shall be exercised only through the Depositary and shall be
                  limited to those established by law, the Applicable Depositary
                  Procedures and agreements between such Owners and the
                  Depositary and/or the Depositary Participants; provided,
                  solely for the purpose of determining whether the Holders of
                  the requisite amount of Capital Securities have voted on any
                  matter provided for in this Declaration, to the extent that
                  Capital Securities are represented by a Global Capital
                  Security, the Administrators and the Institutional Trustee may
                  conclusively rely on, and shall be fully protected in relying
                  on, any written instrument (including a proxy) delivered to
                  the Institutional Trustee by the Depositary setting forth the
                  Owners' votes or assigning the right to vote on any matter to
                  any other Persons either in

                                      -35-
<PAGE>

                  whole or in part. To the extent that Capital Securities are
                  represented by a Global Capital Security, the initial
                  Depositary will make book-entry transfers among the Depositary
                  Participants and receive and transmit payments on the Capital
                  Securities that are represented by a Global Capital Security
                  to such Depositary Participants, and none of the Sponsor, the
                  Administrators or the Institutional Trustee shall have any
                  responsibility or obligation with respect thereto.

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

SECTION 6.05.     Mutilated, Destroyed, Lost or Stolen Certificates.  If:

                  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 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 6.5, the Registrar or the Administrators may require
                  the payment of a sum sufficient to cover any tax or other
                  governmental charge that may be imposed in connection
                  therewith. Any duplicate Certificate issued pursuant to this
                  Section shall constitute conclusive evidence of an ownership
                  interest in the relevant Securities, as if originally issued,
                  whether or not the lost, stolen or destroyed Certificate shall
                  be found at any time.

SECTION 6.06.     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 6.07.     Cancellation. The Administrators at any time may deliver
                  Securities to the Institutional Trustee 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

                                      -36-
<PAGE>

                  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 6.08.     Rights of Holders; Waivers of Past Defaults.

                  The legal title to the Trust Property is vested exclusively in
                  the Institutional Trustee (in its capacity as such) in
                  accordance with Section 2.6(g), and the Holders shall not have
                  any right or title therein other than the undivided beneficial
                  interest in the assets of the Trust conferred by their
                  Securities and they shall have no right to call for any
                  partition or 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.

                  For so long as any Capital Securities remain outstanding, if,
                  upon an Indenture Event of Default for which acceleration is
                  permitted under Section 5.01, 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.

                  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:

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

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

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

         (3)      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

                                      -37-
<PAGE>

         (4)      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

         (b)      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.

                  The Holders of not less than a Majority in liquidation amount
                  of the Capital Securities may, on behalf of the Holders of all
                  the Capital Securities, waive any past default or Event of
                  Default, except a default or Event of Default in the payment
                  of principal of or premium, if any, or interest (unless such
                  default or Event of Default has been cured and a sum
                  sufficient to pay all matured installments of interest and
                  principal due otherwise than by acceleration has been
                  deposited with the Debenture Trustee) or a default or Event of
                  Default in respect of a covenant or provision that under the
                  Indenture cannot be modified or amended without the consent of
                  the holder of each outstanding Debenture. No such rescission
                  shall affect any subsequent default or impair any right
                  consequent thereon.

                  Upon receipt by the Institutional Trustee of written notice
                  declaring such an acceleration, or rescission and annulment
                  thereof, by Holders of any part of the Capital Securities, a
                  record date shall be established for determining Holders of
                  outstanding Capital Securities entitled to join in such
                  notice, which record date shall be at the close of business on
                  the day the Institutional Trustee receives such notice. The
                  Holders on such record date, or their duly designated proxies,
                  and only such Persons, shall be entitled to join in such
                  notice, whether or not such Holders remain Holders after such
                  record date; provided, that, unless such declaration of
                  acceleration, or rescission and annulment, as the case may be,
                  shall have become effective by virtue of the requisite
                  percentage having joined in such notice prior to the day that
                  is 90 days after such record date, such notice of declaration
                  of acceleration, or rescission and annulment, as the case may
                  be, shall automatically and without further action by any
                  Holder be canceled and of no further effect. Nothing in this
                  paragraph shall prevent a Holder, or a proxy of a Holder, from
                  giving, after expiration of such 90-day period, a new written
                  notice of declaration of acceleration, or rescission and
                  annulment thereof, as the case may be, that is identical to a
                  written notice that has been canceled pursuant to the proviso
                  to the preceding sentence, in which event a new record date
                  shall be established pursuant to the provisions of this
                  Section 6.8.

                  Except as otherwise provided in this Section 6.8, the Holders
                  of not less than a Majority in liquidation amount of the
                  Capital Securities may, on behalf of the Holders of all the
                  Capital Securities, waive any past default or Event of Default
                  and its consequences. Upon such waiver, any such default or
                  Event of Default shall cease to exist, and any default or
                  Event of Default arising therefrom shall be deemed to have
                  been cured, for every purpose of this Declaration, but no such

                                      -38-
<PAGE>

                  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 7.01.     Dissolution and Termination of Trust.

                  The Trust shall dissolve on the first to occur of

         (a)      unless earlier dissolved, on October 7, 2041, the expiration
                  of the term of the Trust;

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

         (c)      (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;

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

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

         (f)      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

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

                  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
                  Institutional 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.

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


                                      -39-
<PAGE>

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

SECTION 8.01.     General.

                  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.

                  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.

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

                  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. 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

                                      -40-
<PAGE>

                  of a Security, each transferee shall be deemed to have agreed
                  to be bound by this Declaration.

                  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 8.02.     Transfer Procedures and Restrictions.

                  The Capital Securities shall bear the Restricted Securities
                  Legend (as defined below), which shall not be removed unless
                  there is delivered to the Trust such satisfactory evidence,
                  which may include an opinion of counsel reasonably acceptable
                  to the Institutional Trustee, as may be reasonably required by
                  the Trust, 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 Trust, shall authenticate and
                  deliver Capital Securities that do not bear the Restricted
                  Securities Legend (other than the legend contemplated by
                  Section 8.2(c)).

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

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

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

                                      -41-
<PAGE>

ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO Monroe Bancorp Capital Trust I OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A "NON
U.S. PERSON" IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF 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

                                      -42-
<PAGE>

TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE
WITH THE SECURITIES ACT OR AN APPLICABLE EXEMPTION THEREFROM.

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

         IN CONNECTION WITH ANY TRANSFER, THE HOLDER 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.


                                      -43-
<PAGE>

                  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.

                  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") (such Transfer Notice shall be required if, and only
                  if, the Capital Securities are not listed with the Depository
                  Trust Company) 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.















                                      -44-
<PAGE>

SECTION 8.03.     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 9.01.     Liability.

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

         (a)      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

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

                  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.

                  Except to the extent provided in Section 9.1(b), and pursuant
                  to Section 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 9.02.     Exculpation.

                  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

                                      -45-
<PAGE>

                  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.

                  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 9.03.     Fiduciary Duty.

                  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.

                  Whenever in this Declaration an Indemnified Person is
                  permitted or required to make a decision:

         (a)      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

         (b)      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 9.04.     Indemnification.
                  ----------------

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

                                      -46-
<PAGE>

                  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.

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

         (c)      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.

         (d)      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.

                                      -47-
<PAGE>

         (e)      To the fullest extent permitted by law, expenses (including
                  attorneys' fees and expenses) incurred by an Indemnified
                  Person in defending a civil, criminal, administrative or
                  investigative action, suit or proceeding referred to in
                  paragraphs (i) and (ii) of this Section 9.4(a) shall be paid
                  by the Sponsor in advance of the final disposition of such
                  action, suit or proceeding upon receipt of an undertaking by
                  or on behalf of such Indemnified Person to repay such amount
                  if it shall ultimately be determined that such Person is not
                  entitled to be indemnified by the Sponsor as authorized in
                  this Section 9.4(a). Notwithstanding the foregoing, no advance
                  shall be made by the Sponsor if a determination is reasonably
                  and promptly made (1) in the case of a Company Indemnified
                  Person (A) by the Administrators by a majority vote of a
                  Quorum of disinterested Administrators, (B) if such a Quorum
                  is not obtainable, or, even if obtainable, if a Quorum of
                  disinterested Administrators so directs, by independent legal
                  counsel in a written opinion or (C) by the Common Security
                  Holder of the Trust, that, based upon the facts known to the
                  Administrators, counsel or the Common Security Holder at the
                  time such determination is made, such Indemnified Person acted
                  in bad faith or in a manner that such Person either believed
                  to be opposed to or did not believe to be in the best
                  interests of the Trust, or, with respect to any criminal
                  proceeding, that such Indemnified Person believed or had
                  reasonable cause to believe such conduct was unlawful, or (2)
                  in the case of a Fiduciary Indemnified Person, by independent
                  legal counsel in a written opinion that, based upon the facts
                  known to the counsel at the time such determination is made,
                  such Indemnified Person acted in bad faith or in a manner that
                  such Indemnified Person either believed to be opposed to or
                  did not believe to be in the best interests of the Trust, or,
                  with respect to any criminal proceeding, that such Indemnified
                  Person believed or had reasonable cause to believe such
                  conduct was unlawful. In no event shall any advance be made
                  (i) to a Company Indemnified Person in instances where the
                  Administrators, independent legal counsel or the Common
                  Security Holder reasonably determine that such Person
                  deliberately breached such Person's duty to the Trust or its
                  Common or Capital Security Holders or (ii) to a Fiduciary
                  Indemnified Person in instances where independent legal
                  counsel promptly and reasonably determines in a written
                  opinion that such Person deliberately breached such Person's
                  duty to the Trust or its Common or Capital Security Holders.

                  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.

                                      -48-
<PAGE>

                  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.

                  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.

                  For purposes of this Section 9.4, references to "the Trust"
                  shall include, in addition to the resulting or surviving
                  entity, any constituent entity (including any constituent of a
                  constituent) absorbed in a consolidation or merger, so that
                  any Person who is or was a director, trustee, officer or
                  employee of such constituent entity, or is or was serving at
                  the request of such constituent entity as a director, trustee,
                  officer, employee or agent of another entity, shall stand in
                  the same position under the provisions of this Section 9.4
                  with respect to the resulting or surviving entity as such
                  Person would have with respect to such constituent entity if
                  its separate existence had continued.

                  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.

                  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 9.05.     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

                                      -49-
<PAGE>

                  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 9.06.     Compensation; Fee.

                  Subject to the provisions set forth in the Fee Agreement of
                  even date herewith, by and among the Institutional Trustee,
                  the Trust and the Initial Purchaser (the "Fee Agreement"), the
                  Sponsor agrees:

         (a)      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

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

                  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.






                                      -50-
<PAGE>

                                   ARTICLE X
                                   ACCOUNTING

SECTION 10.01.    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 10.02.    Certain Accounting Matters.

                  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 Section 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.

                  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
                  directly 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 Section 301.7701-7, and
                  delivered directly 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.

                  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.

                  The Administrators shall cause to be duly prepared in the
                  United States, as defined for purposes of Treasury Regulations
                  Section 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.

                  The Administrators will cause the Sponsor's reports on Form FR
                  Y-9C and FR Y-9LP to be delivered to the Holders promptly
                  following their filing with the Federal Reserve.

                                      -51-
<PAGE>

SECTION 10.03.    Banking. The Trust shall maintain one or more bank accounts in
                  the United States, as defined for purposes of Treasury
                  Regulations Section 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 10.04.    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.
                  The Institutional Trustee or any Paying Agent shall request,
                  and each Holder shall provide to the Institutional Trustee or
                  any Paying Agent, such forms or certificates as are necessary
                  to establish an exemption from withholding with respect to the
                  Holder, and any representations and forms as shall reasonably
                  be requested by the Institutional Trustee or any Paying Agent
                  to assist it in determining the extent of, and in fulfilling,
                  its withholding obligations. 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 11.01.    Amendments.

                  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:

         (a)      the Institutional Trustee,

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

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

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


                                      -52-
<PAGE>

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

         (a)      unless the Institutional Trustee shall have first received

         (1)      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

         (2)      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

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

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

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

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

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

                  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.

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

                  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.


                                      -53-
<PAGE>

                  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.

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

         (a)      cure any ambiguity;

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

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

         (d)      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 11.02.    Meetings of the Holders of the Securities; Action by Written
                  Consent.

                  Meetings of the Holders of any class of Securities may be
                  called at any time by the Administrators (or as provided in
                  the terms of the Securities) to consider and act on any matter
                  on which Holders of such class of Securities are entitled to
                  act under the terms of this Declaration, the terms of the
                  Securities or the rules of any stock exchange on which the
                  Capital Securities are listed or admitted for trading, if any.
                  The Administrators shall call a meeting of the Holders of such
                  class if directed to do so by the Holders of not less than 10%
                  in liquidation amount of such class of Securities. Such
                  direction shall be given by delivering to the Administrators
                  one or more notices in a writing stating that the signing
                  Holders of the Securities wish to call a meeting and
                  indicating the general or specific purpose for which the
                  meeting is to be called. Any Holders of the Securities calling
                  a meeting shall specify in writing the Certificates held by
                  the Holders of the Securities exercising the right to call a
                  meeting and only those Securities


                                      -54-
<PAGE>

                  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.

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

         (a)      notice of any such meeting shall be given to all the Holders
                  of the Securities having a right to vote thereat at least 15
                  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;

         (b)      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

         (c)      unless the Statutory Trust Act, this Declaration, the terms of
                  the Securities, the Trust Indenture Act or the listing rules
                  of any stock exchange on which the Capital Securities are then
                  listed for trading, if any, otherwise provides, the
                  Administrators, in their sole discretion, shall establish all
                  other provisions relating to meetings of Holders of
                  Securities, including notice of the time, place or purpose of
                  any meeting at which any matter is to be voted on by any
                  Holders of the Securities, waiver of any such notice, action
                  by consent without a meeting, the establishment of a record
                  date, quorum requirements, voting in person or by proxy

                                      -55-
<PAGE>

                  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 Section 301.7701-7).

                                  ARTICLE XII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 12.01.    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:

                  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
                  Delaware 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;

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

                  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;

                  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);

                  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

                  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.




                                      -56-
<PAGE>

SECTION 12.02.    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:

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

                  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);

                  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;

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

                  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

                  if the Delaware Trustee is a natural person, it is a resident
                  of the State of Delaware.

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.01.    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:

                  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):


                                      -57-
<PAGE>

                           Monroe Bancorp Capital Trust I
                           c/o Monroe Bancorp
                           210 E. Kirkwood Avenue
                           Bloomington, Indiana 47408
                           Attention: Gordon M. Dyott
                           Telecopy: (812) 331-3419
                           Telephone: (812) 331-3433

                  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):

                           Wells Fargo Delaware Trust Company
                           919 Market Street Suite 700
                           Wilmington, DE 19801
                           Attention: Corporate Trust Division
                           Telecopy: 302-575-2006
                           Telephone: 302-575-2005

                  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):

                           Wells Fargo Bank, National Association
                           919 Market Street Suite 700
                           Wilmington, DE 19801
                           Attention: Corporate Trust Division
                           Telecopy: 302-575-2006
                           Telephone: 302-575-2005

                  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):

                           Monroe Bancorp
                           210 E. Kirkwood Avenue
                           Bloomington, Indiana 47408
                           Attention: Gordon M. Dyott
                           Telecopy: (812) 331-3419
                           Telephone: (812) 331-3433

                  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


                                      -58-
<PAGE>

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 13.02.    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 13.03.    Submission to Jurisdiction.

                  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 state or federal 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.

                  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.

                  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.





                                      -59-
<PAGE>

SECTION 13.04.    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 13.05.    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 13.06.    Successors and Assigns. Whenever in this Declaration any of
                  the parties hereto is named or referred to, the successors and
                  assigns of such party shall be deemed to be included, and all
                  covenants and agreements in this Declaration by the Sponsor
                  and the Trustees shall bind and inure to the benefit of their
                  respective successors and assigns, whether or not so
                  expressed.

SECTION 13.07.    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 13.08.    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.









                                      -60-
<PAGE>

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

                                              WELLS FARGO DELAWARE TRUST
                                              COMPANY,
                                              as Delaware Trustee


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

                                              WELLS FARGO BANK, NATIONAL
                                              ASSOCIATION,
                                              as Institutional Trustee


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

                                              Monroe Bancorp
                                              as Sponsor


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


                                              By:
                                                  -----------------------------
                                                          Administrator


                                              By:
                                                  -----------------------------
                                                          Administrator


<PAGE>


                                     ANNEX I

                                    TERMS OF
                             CAPITAL SECURITIES AND
                                COMMON SECURITIES

         Pursuant to Section 6.1 of the Amended and Restated Declaration of
Trust, dated as of July 24, 2006 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration):

         (1)      Designation and Number.

         a.       Capital Securities. 3,000 Capital Securities of Monroe Bancorp
                  Capital Trust I (the "Trust"), with an aggregate stated
                  liquidation amount with respect to the assets of the Trust of
                  Three Million Dollars ($3,000,000) 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 "Capital 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. 93 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 Ninety Three
                  Thousand Dollars ($93,000) 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 7.1475% (the "Fixed Rate") per annum from July
                  24, 2006 until October 7, 2011 (the "Fixed Rate Period") and
                  thereafter at a variable per annum rate of interest, reset
                  quarterly, equal to LIBOR, as determined on the LIBOR
                  Determination Date for such Distribution Payment Period, plus
                  1.60% (the "Variable Rate") ("Coupon Rate" is defined to
                  include the Fixed Rate and Variable Rate, as applicable) 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


                                     A-I-1
<PAGE>

                  respect of an Extension Period, Distributions in arrears for
                  more than one quarterly period will bear interest thereon
                  compounded quarterly at the applicable Coupon Rate for each
                  such quarterly period (to the extent permitted by applicable
                  law). The term "Distributions" as used herein includes cash
                  distributions, any such compounded distributions and any
                  Additional Interest payable on the Debentures unless otherwise
                  stated. A Distribution is payable only to the extent that
                  payments are made in respect of the Debentures held by the
                  Institutional Trustee and to the extent the Institutional
                  Trustee has funds legally available in the Property Account
                  therefor. During the Fixed Rate Period, the amount of
                  Distributions payable for any Distribution Payment Period will
                  be computed for any full quarterly Distribution Payment Period
                  on the basis of a 360-day year of twelve 30-day months and the
                  amount payable for any partial period shall be computed on the
                  basis of the number of days elapsed in a 360-day year of
                  twelve 30-day months. Upon expiration of the Fixed Rate
                  Period, 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:

         i.       On the second LIBOR Business Day (provided, that on such day
                  commercial banks are open for business (including dealings in
                  foreign currency deposits) in London (a "LIBOR Banking Day"),
                  and otherwise the next preceding LIBOR Business Day that is
                  also a LIBOR Banking Day) prior to January 15, April 15, July
                  15 and October 15 immediately succeeding the commencement of
                  such Distribution Payment Period (or, with respect to the
                  first Distribution Payment Period subsequent to the Fixed Rate
                  Period, on October 7, 2011), (each such day, a "LIBOR
                  Determination Date") for such Distribution Payment Period),
                  the Calculation Agent shall obtain the rate for three-month
                  U.S. Dollar deposits in Europe, which appears on Telerate Page
                  3750 (as defined in the International Swaps and Derivatives
                  Association, Inc. 2000 Interest Rate and Currency Exchange
                  Definitions) or such other page as may replace such Telerate
                  Page 3750 on the Moneyline Telerate, Inc. service (or such
                  other service or services as may be nominated by the British
                  Banker's Association as the information vendor for the purpose
                  of displaying London interbank offered rates for U.S. dollar
                  deposits), as of 11:00 a.m. (London time) on such LIBOR
                  Determination Date, and the rate so obtained shall be LIBOR
                  for such Distribution Payment Period. "LIBOR Business Day"
                  means any day that is not a Saturday, Sunday or other day on
                  which commercial banking institutions in The City of New York
                  or Wilmington, Delaware are authorized or obligated by law or
                  executive order to be closed. If such rate is superseded on
                  Telerate Page 3750 by a corrected rate before 12:00 noon
                  (London time) on the same LIBOR Determination Date, the
                  corrected rate as so substituted will be the applicable LIBOR
                  for that Distribution Payment Period.


                                     A-I-2
<PAGE>

         ii.      If, on any LIBOR Determination Date, such rate does not appear
                  on Telerate Page 3750 or such other page as may replace such
                  Telerate Page 3750 on the Moneyline Telerate, Inc. service (or
                  such other service or services as may be nominated by the
                  British Banker's Association as the information vendor for the
                  purpose of displaying London interbank offered rates for U.S.
                  dollar deposits), the Calculation Agent shall determine the
                  arithmetic mean of the offered quotations of the Reference
                  Banks (as defined below) to leading banks in the London
                  Interbank market for three-month U.S. Dollar deposits in
                  Europe (in an amount determined by the Calculation Agent) by
                  reference to requests for quotations as of approximately 11:00
                  a.m. (London time) on the LIBOR Determination Date made by the
                  Calculation Agent to the Reference Banks. If, on any LIBOR
                  Determination Date, at least two of the Reference Banks
                  provide such quotations, LIBOR shall equal the arithmetic mean
                  of such quotations. If, on any 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.

         iii.     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.


                                     A-I-3
<PAGE>

         e.       Distributions on the Securities will be cumulative, will
                  accrue from the date of original issuance, and will be
                  payable, subject to extension of Distribution payment periods
                  as described herein, quarterly in arrears on January 7, April
                  7, July 7 and October 7 of each year, commencing October 7,
                  2006 (each, a "Distribution Payment Date"). Subject to prior
                  submission of Notice (as defined in the Indenture), and so
                  long as no Event of Default pursuant to paragraphs (c), (e),
                  (f) or (g) of Section 5.01 of the Indenture has occurred and
                  is continuing, the Debenture Issuer has the right under the
                  Indenture to defer payments of interest on the Debentures by
                  extending the interest distribution period for up to 20
                  consecutive quarterly periods (each, an "Extension Period") at
                  any time and from time to time on the Debentures, subject to
                  the conditions described below, during which Extension Period
                  no interest shall be due and payable (except any Additional
                  Interest that may be due and payable). During any Extension
                  Period, interest will continue to accrue on the Debentures,
                  and interest on such accrued interest (such accrued interest
                  and interest thereon referred to herein as "Deferred
                  Interest") will accrue at an annual rate equal to the Coupon
                  Rate in effect for each such Extension Period, compounded
                  quarterly from the date such Deferred Interest would have been
                  payable were it not for the Extension Period, to the extent
                  permitted by law. No Extension Period may end on a date other
                  than a Distribution Payment Date. At the end of any such
                  Extension Period, the Debenture Issuer shall pay all Deferred
                  Interest then accrued and unpaid on the Debentures; provided,
                  however, that no Extension Period may extend beyond the
                  Maturity Date, Redemption Date (to the extent redeemed) or
                  Special Redemption Date and provided, further, that, during
                  any such Extension Period, the Debenture Issuer may not (i)
                  declare or pay any dividends or distributions on, or redeem,
                  purchase, acquire, or make a liquidation payment with respect
                  to, any of the Debenture Issuer's capital stock or (ii) make
                  any payment of principal or premium or interest on or repay,
                  repurchase or redeem any debt securities of the Debenture
                  Issuer that rank pari passu in all respects with or junior in
                  interest to the Debentures or (iii) make any payment under any
                  guarantees of the Debenture Issuer that rank in all respects
                  pari passu with or junior in interest to the Guarantee (other
                  than (a) repurchases, redemptions or other acquisitions of
                  shares of capital stock of the Debenture Issuer (A) in
                  connection with any employment contract, benefit plan or other
                  similar arrangement with or for the benefit of one or more
                  employees, officers, directors or consultants, (B) in
                  connection with a dividend reinvestment or stockholder stock
                  purchase plan or (C) in connection with the issuance of
                  capital stock of the Debenture Issuer (or securities
                  convertible into or exercisable for such capital stock), as
                  consideration in an acquisition transaction entered into prior
                  to the applicable Extension Period, (b) as a result of any
                  exchange, reclassification, combination or conversion of any
                  class or series of the Debenture Issuer's capital stock (or
                  any capital stock of a subsidiary of the Debenture Issuer) for
                  any class or series of the Debenture Issuer's capital stock or
                  of any class or series of the Debenture Issuer's indebtedness
                  for any class or series of the Debenture Issuer's capital
                  stock, (c) the purchase of fractional interests in shares of
                  the Debenture Issuer's capital stock pursuant to the
                  conversion or exchange provisions of such capital stock or the


                                     A-I-4
<PAGE>

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

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

                                     A-I-5
<PAGE>

                  as a result thereof. If the Maturity Date, Redemption Date or
                  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 interest will accrue (except
                  that, if such Business Day falls in the next calendar year,
                  such payment will be made on the immediately 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 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, an opinion of nationally recognized tax counsel that Holders will not
recognize any gain or loss for United States federal income tax purposes as a
result of the distribution of Debentures 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) October 7, 2041,
the expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to
the Sponsor, the Trust or the Debenture Issuer, (iii) (other than in connection
with a merger, consolidation or similar transaction not prohibited by the
Indenture, this Declaration or the Guarantee, as the case may be) the filing of
a certificate of dissolution or its equivalent with respect to the Sponsor or
upon the revocation of the charter of the Sponsor and the expiration of 90 days
after the date of revocation without a


                                     A-I-6
<PAGE>

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

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

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

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

         After the date for any distribution of the Debentures upon dissolution
of the Trust, (i) the Securities of the Trust will be deemed to be no longer
outstanding, (ii) any certificates representing the Capital Securities will be
deemed to represent undivided beneficial interests in 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.


                                     A-I-7
<PAGE>

         (4)      Redemption and Distribution.

         a.       The Debentures will mature on October 7, 2036. The Debentures
                  may be redeemed by the Debenture Issuer, in whole or in part,
                  on any January 7, April 7, July 7 or October 7 on or after
                  October 7, 2011 at the Redemption Price, upon not less than 30
                  nor more than 60 days' notice to Holders of such Debentures.
                  In addition, upon the occurrence and continuation of a Tax
                  Event, an Investment Company Event or a Capital Treatment
                  Event, the Debentures may be redeemed by the Debenture Issuer
                  in whole or in part, at any time within 90 days following the
                  occurrence of such Tax Event, Investment Company Event or
                  Capital Treatment Event, as the case may be (the "Special
                  Redemption Date"), at the Special Redemption Price, upon not
                  less than 30 nor more than 60 days' notice to Holders of the
                  Debentures so long as such Tax Event, Investment Company Event
                  or Capital Treatment Event, as the case may be, is continuing.
                  In each case, the right of the Debenture Issuer to redeem the
                  Debentures is subject to the Debenture Issuer having received
                  prior approval from any regulatory authority having
                  jurisdiction over the Debenture Issuer, if such approval is
                  then required under applicable capital guidelines or policies
                  of such regulatory authority.

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


                                     A-I-8
<PAGE>

         "Capital Treatment Event" means the receipt by the Debenture Issuer and
the Trust of an Opinion of Counsel experienced in such matters to the effect
that, as a result of any amendment to, or change in, the laws, rules or
regulations of the United States or any political subdivision thereof or
therein, or as the result of any official or administrative pronouncement or
action or decision interpreting or applying such laws, rules or regulations,
which amendment or change is effective or which pronouncement, action or
decision is announced on or after the date of original issuance of the Capital
Securities, 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 holding companies), as then in effect and applicable to
the Debenture Issuer; provided, however, that the inability of the Debenture
Issuer to treat all or any portion of the Liquidation Amount of the Capital
Securities as Tier 1 Capital shall not constitute the basis for a Capital
Treatment Event, if such inability results from the Debenture Issuer having
cumulative preferred stock, minority interests in consolidated subsidiaries, or
any other class of security or interest which the Federal Reserve, may now or
hereafter accord Tier 1 Capital treatment in excess of the amount which may now
or hereafter qualify for treatment as Tier 1 Capital under applicable capital
adequacy guidelines; provided further, however, that the distribution of the
Debt Securities 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.

         "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 or, in the case of a redemption due to the occurrence of a
Special Event, to the Special Redemption Date if such Special Redemption Date is
on or after October 7, 2011.

         "Special Redemption Price" means (1) if the Special Redemption Date is
before October 7, 2011, One Hundred Five Percent (105%) of the principal amount
to be redeemed plus any accrued and unpaid interest thereon to the date of such
redemption and (2) if the Special Redemption Date is on or after October 7,
2011, the Redemption Price for such Special Redemption Date.

         "Redemption Date" means the date fixed for the redemption of Capital
Securities, which shall be any January 7, April 7, July 7 or October 7 on or
after October 7, 2011.

         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


                                     A-I-9
<PAGE>

                  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.

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

         2.       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.

         3.       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 or
                  Special Redemption Date, as applicable, irrevocably deposit
                  with the Depositary for such Book-Entry Capital Securities, to
                  the extent available therefor, funds sufficient to pay the
                  relevant Redemption Price or Special Redemption Price, as
                  applicable, and will give such Depositary irrevocable
                  instructions and authority to pay the Redemption Price or
                  Special Redemption Price, as applicable, 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 or Special Redemption Price, as
                  applicable, to the Holders of such Securities by check mailed
                  to the address of


                                     A-I-10
<PAGE>

                  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 or Special Redemption Price, as
                  applicable, 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 or Special Redemption Price, as
                  applicable, 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
                  or Special Redemption Price, as applicable, 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 or Special Redemption Price, as applicable.
                  In the event of any redemption of the Capital Securities
                  issued by the Trust in part, the Trust shall not be required
                  to (i) issue, register the transfer of or exchange any
                  Security during a period beginning at the opening of business
                  15 days before any selection for redemption of the Capital
                  Securities and ending at the close of business on the earliest
                  date on which the relevant notice of redemption is deemed to
                  have been given to all Holders of the Capital Securities to be
                  so redeemed or (ii) register the transfer of or exchange any
                  Capital Securities so selected for redemption, in whole or in
                  part, except for the unredeemed portion of any Capital
                  Securities being redeemed in part.

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

         5.       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 any time 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.


                                     A-I-11
<PAGE>

         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 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


                                     A-I-12
<PAGE>

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

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

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

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

         (6)      Voting Rights - Common Securities.


                                     A-I-13
<PAGE>

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

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

         c.       Subject to Section 6.8 of the Declaration and only after each
                  Event of Default (if any) with respect to the Capital
                  Securities has been cured, waived or otherwise eliminated and
                  subject to the requirements of the second to last sentence of
                  this paragraph, the Holders of a Majority in liquidation
                  amount of the Common Securities, voting separately as a class,
                  may direct the time, method, and place of conducting any
                  proceeding for any remedy available to the Institutional
                  Trustee, or exercising any trust or power conferred upon the
                  Institutional Trustee under the Declaration, including (i)
                  directing the time, method, place of conducting any proceeding
                  for any remedy available to the Debenture Trustee, or
                  exercising any trust or power conferred on the Debenture
                  Trustee with respect to the Debentures, (ii) waiving any past
                  default and its consequences that are waivable under the
                  Indenture, or (iii) exercising any right to rescind or annul a
                  declaration that the principal of all the Debentures shall be
                  due and payable, provided, however, that, where a consent or
                  action under the Indenture would require a Super Majority, the
                  Institutional Trustee may only give such consent or take such
                  action at the written direction of the Holders of not less
                  than the proportion in liquidation amount of the Common
                  Securities which the relevant Super Majority represents of the
                  aggregate principal amount of the Debentures outstanding.
                  Notwithstanding this Section 6(c), the Institutional Trustee
                  shall not revoke any action previously authorized or approved
                  by a vote or consent of the Holders of the Capital Securities.
                  Other than with respect to directing the time, method and
                  place of conducting any proceeding for any remedy available to
                  the Institutional Trustee or the Debenture Trustee as set
                  forth above, the Institutional Trustee shall not take any
                  action described in clause (i), (ii) or (iii) above, unless
                  the Institutional Trustee has obtained an opinion of tax
                  counsel to the effect that for the purposes of United States
                  federal income tax the Trust will not be classified as other
                  than a grantor trust on account of such action. If the
                  Institutional Trustee fails to enforce its rights under the
                  Declaration, to the fullest extent permitted by law any Holder
                  of the Common 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


                                     A-I-14
<PAGE>

Holders are entitled to vote or of such matter upon which written consent is
sought and (iii) instructions for the delivery of proxies or consents.

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

         (7)      Amendments to Declaration and Indenture.

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

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

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

         d.       Notwithstanding any provision of the Declaration, the right of
                  any Holder of the Capital Securities to receive payment of
                  distributions and other payments upon


                                     A-I-15
<PAGE>

                  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-16
<PAGE>

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

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





















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