Exhiit 4.58







                     =======================================



                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  by and among

                            WILMINGTON TRUST COMPANY,
                              as Delaware Trustee,

                            WILMINGTON TRUST COMPANY,
                            as Institutional Trustee,

                               FIRST BANKS, INC.,
                                   as Sponsor,

                                       and

                    TERRANCE M. MCCARTHY, PETER D. WIMMER and
                               LISA K. VANSICKLE,
                               as Administrators,

                          Dated as of December 14, 2006



                     =======================================






<PAGE>
<TABLE>
<CAPTION>

                                               TABLE OF CONTENTS
                                               -----------------
                                                                                                                Page
                                                                                                                ----

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

ARTICLE II ORGANIZATION...........................................................................................8
         Section 2.1.      Name...................................................................................8
                           ----
         Section 2.2.      Office.................................................................................8
                           ------
         Section 2.3.      Purpose................................................................................8
                           -------
         Section 2.4.      Authority..............................................................................8
                           ---------
         Section 2.5.      Title to Property of the Trust.........................................................8
                           ------------------------------
         Section 2.6.      Powers and Duties of the Trustees and the Administrators...............................9
                           --------------------------------------------------------
         Section 2.7.      Prohibition of Actions by the Trust and the Institutional Trustee.....................12
                           -----------------------------------------------------------------
         Section 2.8.      Powers and Duties of the Institutional Trustee........................................13
                           ----------------------------------------------
         Section 2.9.      Certain Duties and Responsibilities of the Trustees and Administrators................14
                           ----------------------------------------------------------------------
         Section 2.10.     Certain Rights of Institutional Trustee...............................................15
                           ---------------------------------------
         Section 2.11.     Delaware Trustee......................................................................17
                           ----------------
         Section 2.12.     Execution of Documents................................................................17
                           ----------------------
         Section 2.13.     Not Responsible for Recitals or Issuance of Securities................................17
                           ------------------------------------------------------
         Section 2.14.     Duration of Trust.....................................................................17
                           -----------------
         Section 2.15.     Mergers...............................................................................18
                           -------

ARTICLE III SPONSOR..............................................................................................19
         Section 3.1.      Sponsor's Purchase of Common Securities...............................................19
                           ---------------------------------------
         Section 3.2.      Responsibilities of the Sponsor.......................................................19
                           -------------------------------
         Section 3.3.      Expenses..............................................................................19
                           --------
         Section 3.4.      Right to Proceed......................................................................20
                           ----------------

ARTICLE IV INSTITUTIONAL TRUSTEE AND ADMINISTRATORS..............................................................20
         Section 4.1.      Number of Trustees....................................................................20
                           ------------------
         Section 4.2.      Delaware Trustee; Eligibility.........................................................20
                           -----------------------------
         Section 4.3.      Institutional Trustee; Eligibility....................................................21
                           ----------------------------------
         Section 4.4.      Administrators........................................................................21
                           --------------
         Section 4.5.      Appointment, Removal and Resignation of Trustees and Administrators...................21
                           -------------------------------------------------------------------
         Section 4.6.      Vacancies Among Trustees..............................................................23
                           ------------------------
         Section 4.7.      Effect of Vacancies...................................................................23
                           -------------------
         Section 4.8.      Meetings of the Trustees and the Administrators.......................................23
                           -----------------------------------------------
         Section 4.9.      Delegation of Power...................................................................24
                           -------------------
         Section 4.10.     Conversion, Consolidation or Succession to Business...................................24
                           ---------------------------------------------------

ARTICLE V DISTRIBUTIONS..........................................................................................24
         Section 5.1.      Distributions.........................................................................24
                           -------------
<PAGE>

ARTICLE VI ISSUANCE OF SECURITIES................................................................................24
         Section 6.1.      General Provisions Regarding Securities...............................................24
                           ---------------------------------------
         Section 6.2.      Paying Agent, Transfer Agent and Registrar............................................25
                           ------------------------------------------
         Section 6.3.      Form and Dating.......................................................................25
                           ---------------
         Section 6.4.      Book-Entry Capital Securities.........................................................26
                           -----------------------------
         Section 6.5.      Mutilated, Destroyed, Lost or Stolen Certificates.....................................27
                           -------------------------------------------------
         Section 6.6.      Temporary Securities..................................................................28
                           --------------------
         Section 6.7.      Cancellation..........................................................................28
                           ------------
         Section 6.8.      CUSIP Numbers.........................................................................28
                           -------------
         Section 6.9.      Rights of Holders; Waivers of Past Defaults...........................................28
                           -------------------------------------------

ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST.................................................................30
         Section 7.1.      Dissolution and Termination of Trust..................................................30
                           ------------------------------------
ARTICLE VIII TRANSFER OF INTERESTS...............................................................................31
         Section 8.1.      General...............................................................................31
                           -------
         Section 8.2.      Transfer Procedures and Restrictions..................................................32
                           ------------------------------------
         Section 8.3.      Deemed Security Holders...............................................................34
                           -----------------------

ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS.....................34
         Section 9.1.      Liability.............................................................................34
                           ---------
         Section 9.2.      Exculpation...........................................................................35
                           -----------
         Section 9.3.      Fiduciary Duty........................................................................35
                           --------------
         Section 9.4.      Indemnification.......................................................................35
                           ---------------
         Section 9.5.      Outside Businesses....................................................................37
                           ------------------
         Section 9.6.      Compensation; Fee.....................................................................38
                           -----------------

ARTICLE X ACCOUNTING.............................................................................................38
         Section 10.1.     Fiscal Year...........................................................................38
                           -----------
         Section 10.2.     Certain Accounting Matters............................................................38
                           --------------------------
         Section 10.3.     Banking...............................................................................39
                           -------
         Section 10.4.     Withholding...........................................................................39
                           -----------

ARTICLE XI AMENDMENTS AND MEETINGS...............................................................................39
         Section 11.1.     Amendments............................................................................39
                           ----------
         Section 11.2.     Meetings of the Holders of Securities; Action by Written Consent......................41
                           ----------------------------------------------------------------

ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE....................................42
         Section 12.1.     Representations and Warranties of Institutional Trustee...............................42
                           -------------------------------------------------------
         Section 12.2.     Representations of the Delaware Trustee...............................................42
                           ---------------------------------------
<PAGE>

ARTICLE XIII MISCELLANEOUS.......................................................................................43
         Section 13.1.     Notices...............................................................................43
                           -------
         Section 13.2.     Governing Law.........................................................................44
                           -------------
         Section 13.3.     Intention of the Parties..............................................................44
                           ------------------------
         Section 13.4.     Headings..............................................................................44
                           --------
         Section 13.5.     Successors and Assigns................................................................45
                           ----------------------
         Section 13.6.     Partial Enforceability................................................................45
                           ----------------------
         Section 13.7.     Counterparts..........................................................................45
                           ------------

Annex I....................Terms of Securities
Exhibit A-1................Form of Capital Security Certificate
Exhibit A-2................Form of Capital Security Certificate
Exhibit A-3................Form of Common Security Certificate
Exhibit B..................Specimen of Initial Debenture
Exhibit C..................Placement Agreement

</TABLE>

<PAGE>
                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                         FIRST BANK STATUTORY TRUST VII

                                December 14, 2006

         AMENDED AND RESTATED  DECLARATION  OF TRUST  ("Declaration")  dated and
                                                        -----------
effective  as of December 14, 2006,  by the  Trustees (as defined  herein),  the
Administrators  (as defined herein),  the Sponsor (as defined herein) and by the
holders,  from time to time, of undivided  beneficial interests in the Trust (as
defined herein) to be issued pursuant to this Declaration;

         WHEREAS,  the Trustees,  the Administrators and the Sponsor established
First Bank  Statutory  Trust VII (the  "Trust"),  a  statutory  trust  under the
                                        -----
Statutory Trust Act (as defined herein) pursuant to a Declaration of Trust dated
as of November 16, 2006 (the "Original Declaration"), and a Certificate of Trust
                              --------------------
filed with the Secretary of State of the State of Delaware on November 16, 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 certain  debentures  of the  Debenture  Issuer (as  defined
herein);

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

         WHEREAS,  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,
the Trustees  declare 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.  The parties hereto
hereby agree as follows:

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

         Section  1.1.   Definitions.  Unless the context otherwise requires:
                         -----------

         (a)      Capitalized  terms used in this Declaration but not defined in
the preamble above have the respective meanings assigned to them in this Section
1.1;

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

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

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

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

         "Acceleration  Event  of  Default"  has the  meaning  set  forth in the
          --------------------------------
Indenture.

         "Additional Interest" has the meaning set forth in the Indenture.
          -------------------

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

         "Administrators"  means each of Terrance M.  McCarthy,  Peter D. Wimmer
          --------------
and Lisa K. Vansickle,  solely in such Person's capacity as Administrator of the
Trust  created  and  continued  hereunder  and not in such  Person's  individual
capacity, or such Administrator's successor in interest in such capacity, or any
successor appointed as herein provided.

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

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

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

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

         (a)      a  court  having  jurisdiction  in  the premises shall enter 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 appointing a receiver, liquidator,  assignee, custodian,
trustee,   sequestrator  (or  similar  official)  of  such  Person  or  for  any
substantial  part of its property,  or ordering the winding-up or liquidation of
its affairs and such decree or order shall  remain  unstayed and in effect for a
period of 90 consecutive days; or

         (b)      such  Person   shall  commence  a  voluntary  case  under  any
applicable  bankruptcy,  insolvency  or other  similar law now or  hereafter  in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of or taking  possession
by a receiver, liquidator, assignee, trustee, custodian,  sequestrator (or other
similar  official) of such Person of any  substantial  part of its property,  or
shall make any general  assignment  for the benefit of creditors,  or shall fail
generally to pay its debts as they become due.

         "Book-Entry Capital Securities" means a Capital Security, the ownership
          -----------------------------
and transfer 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 New York City or Wilmington,  Delaware are
permitted or required by any applicable law or executive order to close.

         "Capital  Securities"  has the meaning set forth in  paragraph  1(a) of
          -------------------
Annex I.

         "Capital Security Certificate" means a definitive  Certificate in fully
          ----------------------------
registered form  representing a Capital  Security  substantially  in the form of
Exhibits A-1 and A-2.

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

         "Certificate" means any certificate evidencing Securities.
          -----------
<PAGE>

         "Closing Date" has the meaning set forth in the Placement Agreement.
          ------------

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

         "Common  Securities"  has the  meaning set forth in  paragraph  1(b) of
          ------------------
Annex I.

         "Common Security  Certificate" means a definitive  Certificate in fully
          ----------------------------
registered  form  representing a Common  Security  substantially  in the form of
Exhibit A-3.

         "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  at the date of
execution of this  Declaration  is located at Rodney  Square  North,  1100 North
Market  Street,   Wilmington,   Delaware   19890-1600,   Attn:  Corporate  Trust
Administration.

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

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

         "Creditor" has the meaning set forth in Section 3.3.
          --------

         "Debenture Issuer" means First Banks, Inc., a Missouri corporation,  in
          ----------------
its capacity as issuer of the Debentures under the

Indenture.

         "Debenture  Trustee" means Wilmington  Trust Company,  as trustee under
          ------------------
the Indenture until a successor is appointed  thereunder,  and thereafter  means
such successor trustee.

         "Debentures"  means the Floating  Rate Junior  Subordinated  Deferrable
          ----------
Interest  Debentures  due 2036 to be issued by the  Debenture  Issuer  under the
Indenture.

         "Defaulted Interest" has the meaning set forth in the Indenture.
          ------------------

         "Definitive  Capital Securities  Certificates" means Capital Securities
          --------------------------------------------
issued  in  certificated,  fully  registered  form that are not  Global  Capital
Securities.

         "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 Administrators 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.

         "Determination  Date" has the  meaning set forth in  paragraph  4(a) of
          -------------------
Annex I.
<PAGE>

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

         "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(b)
          -------------------------
of Annex I.

         "Distribution  Period" means (i) with respect to the Distribution  paid
          --------------------
on the first Distribution  Payment Date, the period beginning on (and including)
the date of original  issuance and ending on (but  excluding)  the  Distribution
Payment Date in March 2007 and (ii)  thereafter,  with respect to a Distribution
paid on each successive  Distribution Payment Date, the period beginning on (and
including) the preceding Distribution Payment Date and ending on (but excluding)
such current Distribution Payment Date.

         "Distribution  Rate" means,  for the  Distribution  Period beginning on
          ------------------
(and including) the date of original  issuance and ending on (but excluding) the
Distribution  Payment Date in March 2007,  the rate per annum of 7.20%,  and for
each Distribution Period beginning on or after the Distribution  Payment Date in
March 2007, the Coupon Rate for such Distribution Period.

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

         "Event of Default" means any one of the following  events (whatever the
          ----------------
reason for such event and whether it shall be  voluntary  or  involuntary  or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order,  rule or regulation of any  administrative  or  governmental
body):

         (a)      the occurrence of an Indenture Event of Default; or

         (b)      default by the Trust in the payment of any Redemption price or
Special Redemption Price of any Security when it becomes due and payable; or

         (c)      default  in  the  performance,  or  breach,  in  any  material
respect,  of any  covenant  or  warranty  of the  Institutional  Trustee in this
Declaration  (other  than  those  specified  in  clause  (a) or (b)  above)  and
continuation  of such  default or breach for a period of 60 days after there has
been given, by registered or certified mail to the Institutional  Trustee and to
the Sponsor by the Holders of at least 25% in  aggregate  liquidation  amount of
the outstanding Capital Securities,  a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

         (d)      the  occurrence  of  a  Bankruptcy  Event  with respect to the
Institutional  Trustee  if  a  successor  Institutional  Trustee  has  not  been
appointed within 90 days thereof.

         "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(b) of Annex
          ----------------
I.

         "Federal Reserve" has the meaning set forth in paragraph 3 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
Delaware Trustee and any officers, directors,  shareholders,  members, partners,
employees, representatives,  custodians, nominees or agents of the Institutional
Trustee or Delaware Trustee.
<PAGE>

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

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

         "Guarantee" means the guarantee agreement to be dated as of the Closing
          ---------
Date, of the Sponsor in respect of the Capital Securities.

         "Holder"  means a Person in whose  name a  Certificate  representing  a
          ------
Security is registered,  such Person being a beneficial owner within the meaning
of the Statutory  Trust Act.

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

         "Indenture"  means the Indenture dated as of the Closing Date,  between
          ---------
the Debenture Issuer and the Debenture Trustee,  and any indenture  supplemental
thereto pursuant to which the Debentures are to be issued, as such Indenture and
any supplemental  indenture may be amended,  supplemented or otherwise  modified
from time to time.

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

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

         "Interest"  means any  interest  due on the  Debentures  including  any
          --------
Additional Interest and Defaulted Interest.

         "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.

         "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 Holder(s) 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.

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

         "Officers'   Certificates"   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
providing for it in this Declaration shall include:
<PAGE>

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

         (b)      a brief statement  of  the nature and scope of the examination
or investigation undertaken by each officer in rendering the Certificate;

         (c)      a  statement  that each such officer has made such examination
or  investigation  as, in such  officer's  opinion,  is necessary to enable such
officer to express an  informed  opinion as to whether or not such  covenant  or
condition has been complied with; and

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

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

         "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 specified in Section 6.2.
          ------------

         "Person" means  a  legal person, including any individual, corporation,
          ------
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Placement  Agreement"  means the Placement  Agreement  relating to the
          --------------------
offering and sale of Capital Securities in the form of Exhibit C.

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

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

         "QIB" means a "qualified  institutional  buyer" as defined in Rule 144A
          ---
under the Securities Act.

         "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 4.5(a).
          ----------------

         "Responsible Officer" means, with respect to the Institutional Trustee,
          -------------------
any officer  within the  Corporate  Trust Office of the  Institutional  Trustee,
including  any  vice-president,  any  assistant  vice-president,  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.
<PAGE>

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

         "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.
          ----------

         "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  Date" 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 First  Banks,  Inc.,  a Missouri  corporation,  or any
          -------
successor entity in a merger, consolidation or amalgamation,  in its capacity as
sponsor of the Trust.

         "Statutory  Trust  Act" means  Chapter  38 of Title 12 of the  Delaware
          ---------------------
Code, 12 Del. C. ss.ss. 3801, et seq. as may be amended from

time to time.

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

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

         "Successor  Institutional Trustee" has the meaning set forth in Section
          --------------------------------
4.5(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  Holder(s)  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.

         "3-Month LIBOR" has the meaning set forth in paragraph 4(a) of Annex I.
          -------------

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

         "Treasury  Regulations"  means the  income tax  regulations,  including
          ---------------------
temporary  and proposed  regulations,  promulgated  under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).
<PAGE>

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

         "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.

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

                                   ARTICLE II

                                  ORGANIZATION

         Section 2.1.    Name. The  Trust  is  named "First Bank Statutory Trust
                         ----
VII,"  as such  name may be  modified  from  time to time by the  Administrators
following  written  notice  to  the  Holders  of  the  Securities.  The  Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Administrators.

         Section 2.2.    Office. The  address  of  the  principal  office of the
                         ------
Trust is c/o Wilmington  Trust Company,  Rodney Square North,  1100 North Market
Street,  Wilmington,  Delaware 19890-1600.  On at least 10 Business Days written
notice to the  Holders  of the  Securities,  the  Administrators  may  designate
another principal  office,  which shall be in a state of the United States or in
the District of Columbia.

         Section 2.3.    Purpose. The  exclusive  purposes  and functions of the
                         -------
Trust are (a) to issue and sell the Securities representing undivided beneficial
interests in the assets of the Trust, (b) to invest the gross proceeds from such
sale to acquire the  Debentures,  (c) to  facilitate  direct  investment  in the
assets of the Trust through  issuance of the Common  Securities  and the Capital
Securities and (d) except as otherwise  limited herein,  to engage in only those
other  activities  necessary or incidental  thereto.  The Trust shall not borrow
money,  issue debt or reinvest proceeds derived from investments,  pledge any of
its assets,  or otherwise  undertake (or permit to be  undertaken)  any activity
that would cause the Trust not to be classified for United States federal income
tax purposes as a grantor trust.

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

         Section  2.5.   Title to Property  of the Trust.  Except as provided in
                         -------------------------------
Section  2.8 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.
<PAGE>

         Section 2.6.    Powers   and    Duties    of    the   Trustees  and the
 Administrators.         -------------------------------------------------------
---------------

         (a)      The Trustees and the  Administrators shall conduct the affairs
of the Trust in accordance  with the terms of this  Declaration.  Subject to the
limitations  set forth in paragraph (b) of this Section,  and in accordance with
the following provisions (i) and (ii), the Trustees and the Administrators shall
have the authority to enter into all transactions  and agreements  determined by
the Institutional Trustee to be appropriate in exercising the authority, express
or implied, otherwise granted to the Trustees or the Administrators, as the case
may be, under this Declaration,  and to perform all acts in furtherance thereof,
including without limitation, the following:

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

                         (A) the issuance and sale of the Securities;

                         (B) to cause the Trust to enter  into,  and to  execute
                  and  deliver 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;

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

                         (D) 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;

                         (E) the consent to the  appointment  of a Paying Agent,
                  Transfer  Agent  and  Registrar  in  accordance    with   this
                  Declaration,   which  consent  shall   not   be   unreasonably
                  withheld or delayed;

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

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

                         (H) 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;

                         (I) 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  for  the  benefit of  the  Holders
                  (without  consideration  of   the effect of any such action on
                  any particular Holder);

                         (J) 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;
                  and
<PAGE>

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

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

                         (A) the establishment of the Property Account;

                         (B) the receipt of the Debentures;

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

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

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

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

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

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

                         (I)  after  any Event of  Default  (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); and

                         (J) to take all action  that may be  necessary  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.

                  (iii)  The Institutional  Trustee shall  have  the  power  and
         authority  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)(D), (E) and (F) herein but shall not have a
         duty to  do any  such act  unless  specifically  requested  to do so in
         writing  by the  Sponsor,  and shall then be fully  protected in acting
         pursuant  to such  written  request;  and in the  event of a  conflict
         between  the  action  of  the  Administrators  and  the  action  of the
         Institutional  Trustee, the  action of the Institutional  Trustee shall
         prevail.

         (b)      So  long  as  this  Declaration  remains in effect,  the Trust
(or the  Trustees  or  Administrators  acting on behalf of the Trust)  shall not
undertake any business,  activities or transaction  except as expressly provided
herein or  contemplated  hereby.  In  particular,  neither the  Trustees nor the
Administrators  may cause the Trust to (i) acquire any  investments or engage in

<PAGE>

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 reasonably be expected (x) to
cause the Trust to fail or cease to  qualify  as a  "grantor  trust"  for United
States federal income tax purposes or (y) to require the trust to register as an
Investment Company under the Investment Company Act, (iv) incur any indebtedness
for borrowed  money or issue any other debt or (v) take or consent to any action
that would result in the placement of a lien on any of the Trust  Property.  The
Institutional  Trustee shall, at the sole cost and expense of the Trust,  defend
all claims and  demands of all Persons at any time  claiming  any lien on any of
the Trust Property  adverse to the interest of the Trust or the Holders in their
capacity as Holders.

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

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

                  (ii)   the   determination  of  the States  in  which  to take
         appropriate action to qualify or  register  for sale all or part of the
         Capital  Securities  and  the  determination  of any and all such acts,
         other than actions  which  must be taken by or on  behalf of the Trust,
         and  the  advice to  the  Administrators  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;

                  (iii)  the negotiation of the terms of, and the execution  and
         delivery  of, the  Placement  Agreement  providing  for the sale of the
         Capital Securities; and

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

         (d)      Notwithstanding   anything   herein  to   the  contrary,   the
Administrators 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  the  Trust  will  not (i) be  deemed  to be an
Investment  Company required to be registered under the Investment  Company Act,
and (ii) fail to be  classified as a "grantor  trust" for United States  federal
income tax  purposes.  The  Administrators  and the  Holders  of a  Majority  in
liquidation   amount  of  the  Common  Securities  shall  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 this
connection,  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, the Certificate of Trust or this Declaration,
as amended from time to time, that each of the Administrators and the Holders of
a Majority in liquidation  amount of the Common  Securities  determines in their
discretion to be necessary or desirable for such purposes.

         (e)      All expenses incurred by the Administrators  or  the  Trustees
pursuant  to this  Section  2.6  shall be  reimbursed  by the  Sponsor,  and the
Trustees and the  Administrators  shall have no obligations with respect to such
expenses  (for  purposes  of   clarification,   this  Section  2.6(e)  does  not
contemplate  the payment by the Sponsor of acceptance  or annual  administration
fees owing to the Trustees  under this  Declaration  or the fees and expenses of
the  Trustees'  counsel  in  connection  with the  closing  of the  transactions
contemplated by this Declaration).
<PAGE>

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

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

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

         Section 2.7.    Prohibition     of     Actions   by  the Trust and  the
                         -------------------------------------------------------
Institutional Trustee.
---------------------

         (a)      The Trust shall not, and the Institutional Trustee 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 shall cause the Trust not to:

                  (i)    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;

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

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

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

                  (v)    possess any power or  otherwise act in such a way as to
         vary  the  Trust  assets  or  the  terms  of the  Securities in any way
         whatsoever other than as expressly provided herein;

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

                  (vii)  carry on any "trade or business" as that phrase is used
         in the Code; or

                  (viii) other than as provided in this  Declaration  (including
         Annex I),  (A) direct  the time,  method  and place of  exercising  any
         trust or power  conferred  upon  the Debenture  Trustee with respect to
         the Debentures,  (B) waive any  past default that is waivable under the
         Indenture,  (C) exercise any  right to rescind or annul any declaration
         that the principal of all  the Debentures shall be due and payable,  or
         (D)  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 to
         the  effect that such modification will not cause the Trust to cease to
         be  classified as a "grantor  trust" for United States  federal  income
         tax purposes.
<PAGE>

         Section  2.8.   Powers  and  Duties  of  the   Institutional   Trustee.
                         ------------------------------------------------------

         (a)      The  legal  title to the Debenture  shall be owned by and held
of record in the name of the  Institutional  Trustee in trust for the benefit of
the Trust and the Holders of the  Securities.  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 4.5. Such vesting and cessation of title shall be effective whether
or not  conveyancing  documents with regard to the Debentures have been executed
and delivered.

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

         (c)      The Institutional Trustee shall:

                  (i)    establish   and  maintain  a   segregated  non-interest
         bearing  trust  account (the  "Property  Account") in  the  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,  or cause the Paying Agent to make payments,  to  the Holders
         of  the  Capital Securities and  Holders of the Common Securities  from
         the  Property  Account  in  accordance  with  Section 5.1. Funds in the
         Property   Account  shall  be  held   uninvested   until  disbursed  in
         accordance  with this Declaration;

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

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

         (d)      The Institutional Trustee 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  which  arises out of or in
connection  with an  Event of  Default  of which a  Responsible  Officer  of the
Institutional  Trustee has actual  knowledge or arises out of the  Institutional
Trustee's duties and obligations under this Declaration; 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 principal
on the  Debentures on the date such  interest 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 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 no Holder of the Common Securities may exercise
        --------   -------
such right of  subrogation  so long as an Event of Default  with  respect to the
Capital Securities has occurred and is continuing.

         (e)      The Institutional Trustee shall continue to serve as a Trustee
until either:
<PAGE>
                  (i)    the  Trust  has  been  completely  liquidated  and  the
         proceeds   of   the   liquidation  distributed  to  the  Holders of the
         Securities   pursuant   to   the  terms  of  the  Securities  and  this
         Declaration; or

                  (ii)   a  Successor  Institutional Trustee  has been appointed
         and has accepted  that appointment in accordance  with Section 4.5.

         (f)      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 2.9.    Certain Duties and Responsibilities of the Trustees and
                         -------------------------------------------------------
Administrators.
--------------

         (a)      The Institutional Trustee, before the occurrence of any  Event
of Default  and after the curing or waiving of all such  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 has occurred  (that has not been cured or waived  pursuant to Section
6.9),  the  Institutional  Trustee shall  exercise such of the rights and powers
vested in it by this  Declaration,  and use the same degree of care and skill in
their   exercise,   as  a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of his or her own affairs.

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

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

         (d)      The Institutional Trustee shall not be liable for its own acts
or omissions  hereunder except as a result of its own negligent action,  its own
negligent failure to act, or its own willful misconduct, except that:

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

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

                  (iii)  the  Institutional  Trustee's  sole  duty  with respect
         to   the  custody,  safekeeping   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   fiduciary  accounts  generally,  subject  to  the
         protections  and limitations on liability afforded to the Institutional
         Trustee under this Declaration;

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

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

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

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

         (b)      if  (i) in  performing its duties under this Declaration,  the
Institutional  Trustee is  required  to decide  between  alternative  courses of
action,  (ii) in  construing  any of the  provisions  of this  Declaration,  the
Institutional  Trustee finds the same ambiguous or  inconsistent  with any other
provisions contained herein, or (iii) the Institutional Trustee is unsure of the
application of any provision of this Declaration,  then, except as to any matter
as to which the  Holders of Capital  Securities  are  entitled to vote under the
terms of this Declaration, the Institutional Trustee may deliver a notice to the
Sponsor requesting the Sponsor's written instructions as to the course of action
to be taken and the  Institutional  Trustee  shall take such action,  or refrain

<PAGE>

from taking such action,  as the  Institutional  Trustee  shall be instructed in
writing, in which event the Institutional Trustee shall have no liability except
for its own negligence or willful misconduct;

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

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

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

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

         (g)      the Institutional  Trustee  shall  be  under  no obligation to
exercise  any of the rights or powers  vested in it by this  Declaration  at the
request or direction of any of the Holders pursuant to this Declaration,  unless
such  Holders  shall  have  offered to the  Institutional  Trustee  security  or
indemnity  reasonably  satisfactory  to  it  against  the  costs,  expenses  and
liabilities  which might be incurred by it in  compliance  with such  request or
direction;  provided,  that nothing  contained in this Section  2.10(g) shall be
            --------
taken to relieve the Institutional Trustee,  subject to Section 2.9(b), upon the
occurrence of an Event of Default (that has not been cured or waived pursuant to
Section  6.9),  to 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;

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

         (i)      the  Institutional  Trustee  may  execute any of the trusts or
powers  hereunder  or perform  any duties  hereunder  either  directly  or by or
through  its agents or  attorneys  and the  Institutional  Trustee  shall not be
responsible  for  any  misconduct  or  negligence  on the  part  of or  for  the
supervision  of,  any  such  agent  or  attorney  appointed  with due care by it
hereunder;

         (j)      whenever in the  administration   of  this   Declaration   the
Institutional  Trustee  shall deem it  desirable  to receive  instructions  with
respect to enforcing  any remedy or right or taking any other  action  hereunder
the Institutional  Trustee (i) may request  instructions from the Holders of the
Capital  Securities  which  instructions may only be given by the Holders of the
same  proportion  in  liquidation  amount of the Capital  Securities as would be
entitled  to direct the  Institutional  Trustee  under the terms of 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;
<PAGE>

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

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

         (m)      the Institutional Trustee shall  not be charged with knowledge
of an Event of Default unless a Responsible Officer of the Institutional Trustee
obtains actual  knowledge of such event or the  Institutional  Trustee  receives
written  notice of such  event from any  Holder,  the  Sponsor or the  Debenture
Trustee;

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

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

         Section 2.11.   Delaware Trustee.  Notwithstanding any  other provision
                         ----------------
of this  Declaration  other than Section 4.1, 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 4.1, the Delaware Trustee shall be a
Trustee for the sole and limited  purpose of fulfilling the  requirements of ss.
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 on behalf of the
Trust any documents 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 earlier dissolved
                         -----------------
pursuant to the  provisions of Article VII hereof,  shall be in existence for 35
years from the Closing Date.
<PAGE>

         Section 2.15.   Mergers.
                         -------

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

         (b)      The Trust may, with the consent of the  Institutional  Trustee
and without the consent of the Holders of the Capital  Securities,  consolidate,
amalgamate,  merge with or into,  or be  replaced by a trust  organized  as such
under the laws of any state; provided that:

                  (i)    if   the  Trust  is  not  the  surviving  entity,  such
         successor entity (the "Successor Entity") either:
                                ----------------
                         (A) expressly  assumes  all of the  obligations  of the
                  Trust under the Securities; or

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

                  (ii)   the  Sponsor  expressly  appoints  a  trustee  of   the
         Successor  Entity  that  possesses  substantially  the  same powers and
         duties as the Institutional Trustee as the Holder of the Debentures;

                  (iii)  such merger, consolidation, amalgamation or replacement
         does  not adversely  affect the rights,  preferences  and privileges of
         the  Holders of the Securities  (including any Successor Securities) in
         any material respect;

                  (iv)   the Institutional Trustee receives written confirmation
         from   Moody' s  Investor  Services,  Inc. and   any  other  nationally
         recognized statistical rating organization that rates securities issued
         by  the  initial  purchaser  of the Capital Securities that it will not
         reduce or withdraw  the rating of any such  securities  because of such
         merger, conversion, consolidation, amalgamation or replacement;

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

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

                         (A) such   merger,   consolidation,   amalgamation   or
                  replacement    does   not   adversely   affect   the   rights,
                  preferences  and   privileges of the Holders of the Securities
                  (including   any   Successor   Securities)  in  any   material
                  respect;

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

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

                  (vii)  the   Sponsor   guarantees   the  obligations  of  such
         Successor Entity under the Successor  Securities at least to the extent
         provided by the Guarantee;

                  (viii) the Sponsor owns 100% of the common  securities  of any
         Successor Entity; and

                  (ix)   prior to such merger, consolidation,   amalgamation  or
         replacement,   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  under this Section
         2.15(b) to such transaction have been satisfied.

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

                                  ARTICLE III

                                    SPONSOR

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

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

         (a)      to determine the States in which to take appropriate action to
qualify the Trust or to qualify or register  for sale 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 protect the limited liability of the Holders of the
Capital  Securities  or to enable the Trust to effect the  purposes for which it
was created; and

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

         Section  3.3.   Expenses.  In  connection  with the  offering, sale and
                         --------
issuance of the  Debentures to the Trust and in connection  with the sale of the
Securities  by the Trust,  the Sponsor,  in its  capacity as  Debenture  Issuer,
shall:

         (a)      pay all reasonable costs and expenses owing  to the  Debenture
Trustee pursuant to Section 6.6 of the Indenture;
<PAGE>

         (b)      be responsible  for  and shall  pay all debts and  obligations
(other than with  respect to the  Securities)  and all costs and expenses of the
Trust, the offering,  sale and issuance of the Securities (including fees to the
placement  agents in connection  therewith),  the costs and expenses  (including
reasonable  counsel  fees and  expenses)  of the  Institutional  Trustee and the
Administrators,  the costs and expenses  relating to the operation of the Trust,
including,  without  limitation,  costs and expenses of accountants,  attorneys,
statistical  or  bookkeeping  services,  expenses for printing and engraving and
computing or accounting equipment,  Paying Agents, Registrars,  Transfer Agents,
duplicating,  travel and  telephone  and other  telecommunications  expenses and
costs and expenses incurred in connection with the acquisition,  financing,  and
disposition of Trust assets and the enforcement by the Institutional  Trustee of
the rights of the Holders (for purposes of  clarification,  this Section  3.3(b)
does not  contemplate  the  payment  by the  Sponsor  of  acceptance  or  annual
administration  fees  owing  to the  Trustees  pursuant  to the  services  to be
provided by the Trustees under this  Declaration or the fees and expenses of the
Trustees'   counsel  in  connection   with  the  closing  of  the   transactions
contemplated by this Declaration); and

         (c)      pay  any  and all taxes (other than United States  withholding
taxes  attributable to the Trust or its assets) and all  liabilities,  costs and
expenses with respect to such taxes of the Trust.

         The  Sponsor's  obligations  under  this  Section  3.3 shall be for the
benefit  of,  and shall be  enforceable  by,  any  Person  to whom  such  debts,
obligations,  costs,  expenses and taxes are owed (a "Creditor")  whether or not
                                                      --------
such  Creditor has received  notice  hereof.  Any such  Creditor may enforce the
Sponsor's  obligations  under this Section 3.3 directly  against the Sponsor and
the  Sponsor  irrevocably  waives any right or remedy to  require  that any such
Creditor take any action against the Trust or any other Person before proceeding
against the Sponsor. The Sponsor agrees to execute such additional agreements as
may be necessary or desirable in order to give full effect to the  provisions of
this Section 3.3.

         Section 3.4.    Right to Proceed.  The Sponsor  acknowledges the rights
                         ----------------
of Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.

                                   ARTICLE IV

                    INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

         Section 4.1.    Number  of  Trustees.  The  number  of  Trustees  shall
                         --------------------
initially  be two, and;

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

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

         Section 4.2.    Delaware Trustee; Eligibility.
                         -----------------------------
         (a)      If  required  by  the  Statutory  Trust  Act, one Trustee (the
"Delaware Trustee") shall be:

                  (i)    a  natural  person  at  least  21 years of age who is a
         resident of the State of Delaware; or
<PAGE>

                  (ii)   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 ss. 3807 of the Statutory Trust Act.

         (b)      The   initial  Delaware  Trustee  shall  be  Wilmington  Trust
         Company.

         Section 4.3.    Institutional Trustee; Eligibility.
                         ----------------------------------

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

                  (i)    not be an Affiliate of the Sponsor;

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

                  (iii)  be a banking  corporation  or trust  company  organized
         and doing  business  under the  laws of the United States of America or
         any  state  thereof or the District of Columbia,  authorized under such
         laws to exercise corporate trust powers, having a combined  capital and
         surplus  of at least 50 million  U.S.  dollars  ($50,000,000.00),  and
         subject  to supervision or examination by Federal,  state,  or District
         of  Columbia  authority.  If  such  corporation  publishes  reports  of
         condition at least annually,  pursuant to law or to the requirements of
         the supervising or examining  authority referred to above, then for the
         purposes  of this Section 4.3(a)(iii), the combined capital and surplus
         of such  corporation  shall  be deemed to be its  combined  capital and
         surplus  as set  forth  in its  most  recent  report  of  condition  so
         published.

         (b)      If at any time the Institutional  Trustee shall  cease  to  be
eligible  to so act  under  Section  4.3(a),  the  Institutional  Trustee  shall
immediately resign in the manner and with the effect set forth in Section 4.5.

         (c)      If  the  Institutional  Trustee   has  or  shall  acquire  any
"conflicting  interest"  within  the  meaning  of  Section  310(b)  of the Trust
Indenture  Act of 1939,  as amended,  the  Institutional  Trustee  shall  either
eliminate such interest or resign,  to the extent and in the manner provided by,
and subject to this Declaration.

         (d)      The initial Institutional Trustee shall  be  Wilmington  Trust
Company.

         Section 4.4.    Administrators.  Each  Administrator  shall  be  a U.S.
                         --------------
Person, 21 years of age or older and authorized to bind the Sponsor. The initial
Administrators  shall be  Terrance  M.  McCarthy,  Peter D.  Wimmer  and Lisa K.
Vansickle. 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.

         Section  4.5.   Appointment,  Removal and  Resignation  of Trustees and
                         -------------------------------------------------------
Administrators.
--------------

         (a)      No  resignation  or  removal  of  any  Trustee  (the "Relevant
                                                                        --------
Trustee") and no  appointment  of a successor  Trustee  pursuant to this Article
-------
shall become  effective  until the  acceptance of  appointment  by the successor
Trustee in accordance with the applicable requirements of this Section 4.5.
<PAGE>

         (b)      Subject to Section  4.5(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.  Upon the  resignation  of the
Institutional  Trustee,  the Institutional  Trustee shall appoint a successor by
requesting  from at least three  Persons  meeting the  eligibility  requirements
their expenses and charges to serve as the successor  Institutional Trustee on a
form provided by the Administrators,  and selecting the Person who agrees to the
lowest  expense and charges  (the  "Successor  Institutional  Trustee").  If the
                                    ---------------------------------
instrument  of acceptance by the  successor  Relevant  Trustee  required by this
Section 4.5 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 4.5.

         (c)      Unless  an  Event  of Default  shall  have  occurred  and   be
continuing, any Trustee may be removed at any time by an act of the Holders of a
Majority in liquidation amount of the Common Securities. If any Trustee shall be
so  removed,  the Holders of the Common  Securities,  by act of the Holders of a
Majority  in  liquidation  amount  of the  Common  Securities  delivered  to the
Relevant Trustee,  shall promptly appoint a successor Relevant Trustee, and such
successor Trustee shall comply with the applicable  requirements of this Section
4.5.  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 4.5. 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  4.5 within 30 days after
delivery of an instrument of removal, the Relevant Trustee or any Holder who has
been a Holder  of the  Securities  for at least  six  months  may,  on behalf of
himself  and all others  similarly  situated,  petition  any  federal,  state or
District of Columbia court of competent  jurisdiction  for the  appointment of a
successor  Relevant  Trustee.  Such court may thereupon,  after prescribing such
notice, if any, as it may deem proper,  appoint a successor  Relevant Trustee or
Trustees.

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

         (e)      Notwithstanding the foregoing or any other  provision  of this
Declaration,  in the event a Delaware Trustee who is a natural person dies or is
adjudged by a court to have become  incompetent  or  incapacitated,  the vacancy
created  by  such  death,  incompetence  or  incapacity  may  be  filled  by the
Institutional  Trustee  following  the  procedures in this Section 4.5 (with the
successor  being a  Person  who  satisfies  the  eligibility  requirement  for a
Delaware  Trustee  set  forth  in this  Declaration)  (the  "Successor  Delaware
                                                             -------------------
Trustee").
-------

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

<PAGE>

understood  that  nothing  herein or in such  amendment  shall  constitute  such
Relevant  Trustees  co-trustees  and upon the  execution  and  delivery  of such
amendment  the  resignation  or removal of the retiring  Relevant  Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee,  without any further act, deed or conveyance,  shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on  request  of the  Trust or any  successor  Relevant  Trustee,  such  retiring
Relevant  Trustee  shall duly  assign,  transfer  and deliver to such  successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Securities and the Trust
subject to the payment of all unpaid  fees,  expenses  and  indemnities  of such
retiring Relevant Trustee.

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

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

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

         Section 4.6.    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, 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 4.5.

         Section 4.7.    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  4.5,  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 4.8.    Meetings  of   the  Trustees  and  the  Administrators.
                         ------------------------------------------------------
Meetings of the Administrators  shall be held from time to time upon the call of
an Administrator.  Regular meetings of the  Administrators may be held in person
in the United States or by telephone,  at a place (if applicable) and time fixed
by resolution  of the  Administrators.  Notice of any in-person  meetings of the
Trustees with the Administrators or meetings of 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 with the  Administrators or meetings of
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  the  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  grounds  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 a Quorum is present, or without a meeting by the unanimous written
consent of the Trustees or the Administrators.  Meetings of the Trustees and the
Administrators  together  shall be held  from  time to time upon the call of any
Trustee or an Administrator.
<PAGE>

         Section 4.9.    Delegation of Power.
                         -------------------

         (a)      Any  Administrator  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 contemplated in Section 2.6; and

         (b)      the  Administrators  shall have power to delegate from time to
time to such of their number the doing of such things and the  execution of such
instruments  either in the name of the Trust or the names of the  Administrators
or  otherwise  as the  Administrators  may deem  expedient,  to the extent  such
delegation is not  prohibited by applicable law or contrary to the provisions of
the Trust, as set forth herein.

         Section 4.10.   Conversion,  Consolidation or Succession  to  Business.
                         ------------------------------------------------------
Any Person into which the  Institutional  Trustee or the Delaware Trustee may be
merged  or  converted  or  with  which  it may be  consolidated,  or any  Person
resulting   from  any  merger,   conversion  or   consolidation   to  which  the
Institutional  Trustee or the Delaware  Trustee 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  shall be the  successor of the
Institutional  Trustee or the Delaware Trustee  hereunder,  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
4.5(i).

                                   ARTICLE V

                                 DISTRIBUTIONS

         Section 5.1.    Distributions.  Holders shall receive  Distributions in
                         -------------
accordance  with the  applicable  terms  of the  relevant  Holder's  Securities.
Distributions  shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their  respective  terms. If and
to the extent  that the  Debenture  Issuer  makes a payment of  Interest  or any
principal on the Debentures held by the Institutional Trustee, the Institutional
Trustee  shall and is  directed,  to the  extent  funds are  available  for that
purpose, to make a distribution (a "Distribution") of such amounts to Holders.
                                    ------------

                                   ARTICLE VI

                             ISSUANCE OF SECURITIES

         Section 6.1.    General Provisions Regarding Securities.
                         ---------------------------------------

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

         (b)      The Certificates shall be signed on behalf of the Trust by one
or  more  Administrators.  Such  signature  shall  be the  facsimile  or  manual
signature of any Administrator. In case any Administrator of the Trust who shall
have signed any of the Securities  shall cease to be such  Administrator  before
the  Certificates so signed shall be delivered by the Trust,  such  Certificates
nevertheless may be delivered as though the person who signed such  Certificates
had not ceased to be such  Administrator,  and any  Certificate may be signed on
behalf of the Trust by such persons 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
facsimile or 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.

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

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

         (e)      Upon   issuance   of   the  Securities  as  provided  in  this
Declaration,  the  Securities  so issued  shall be deemed to be validly  issued,
fully paid and,  except as provided in Section 9.1(b) with respect to the Common
Securities, non-assessable.

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

         Section 6.2.    Paying Agent,  Transfer Agent and Registrar.  The Trust
                         -------------------------------------------
shall  maintain in Wilmington,  Delaware,  an office or agency where the Capital
Securities  may be  presented  for payment  ("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,
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 or 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.  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.  The  Institutional  Trustee or any of its Affiliates in the
United States may act as Paying Agent, Transfer Agent or Registrar.
<PAGE>

         Section  6.3.   Form  and  Dating.   The  Capital   Securities and  the
                         -----------------
Institutional   Trustee's   certificate  of  authentication   thereon  shall  be
substantially  in the form of Exhibits  A-1 and A-2,  and the Common  Securities
shall be  substantially  in the form of  Exhibit  A-3,  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 Securities 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 Exhibits A-1 and
A-2 to the  Institutional  Trustee in writing.  Each Capital  Security  shall be
dated on or before 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, A-2 and A-3 are part of the terms of this  Declaration  and to the
extent  applicable,   the  Institutional  Trustee,  the  Delaware  Trustee,  the
Administrators  and  the  Sponsor,  by  their  execution  and  delivery  of this
Declaration,  expressly  agree  to such  terms  and  provisions  and to be bound
thereby.  Capital  Securities  will be  issued  only in  blocks  having a stated
liquidation amount of not less than $100,000.00 and any multiple of $1,000.00 in
excess thereof.

         The Capital Securities are being offered and sold by the Trust pursuant
to the Placement  Agreement in definitive,  registered  form without coupons and
with the Restricted Securities Legend.

         Section 6.4.    Book-Entry Capital Securities.
                         -----------------------------

         (a)      A Global  Capital  Security may be exchanged,  in whole  or in
part, for Definitive Capital Securities  Certificates registered in the names of
Owners only if such exchange  complies with Article VIII and (i) the  Depositary
advises the  Administrators  and the  Institutional  Trustee in writing that the
Depositary   is  no  longer   willing  or  able  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 of Book-Entry Capital Securities and the Institutional Trustee of the
occurrence  of  such  event  and  of  the  availability  of  Definitive  Capital
Securities Certificates to Owners of the Capital Securities requesting the same.
Upon  the  issuance  of  Definitive   Capital   Securities   Certificates,   the
Administrators and the Institutional  Trustee shall recognize the Holders of the
Definitive  Capital  Securities  Certificates  as Holders.  Notwithstanding  the
foregoing,  if an Owner of a beneficial  interest in a Global  Capital  Security
wishes at any time to transfer an interest in such Global Capital  Security to a
Person  other  than a QIB,  such  transfer  shall be  effected,  subject  to the
Applicable  Depositary  Procedures,  in accordance  with the  provisions of this
Section 6.4 and Article  VIII,  and the  transferee  shall  receive a Definitive
Capital Securities  Certificate in connection with such transfer.  A holder of a
Definitive Capital Securities Certificate that is a QIB may upon request, and in
accordance  with the  provisions of this Section 6.4 and Article VIII,  exchange
such Definitive  Capital Securities  Certificate for a beneficial  interest in a
Global Capital Security.

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

<PAGE>

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 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.

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

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

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

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

         Section 6.5.    Mutilated, Destroyed, Lost or Stolen Certificates.
                         -------------------------------------------------
         If:

         (a)      any  mutilated  Certificates  should  be  surrendered  to  the
Registrar, or if the Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate; and

         (b)      there shall be delivered to the Registrar,  the Administrators
and the  Institutional  Trustee such security or indemnity as may be required by
them to keep each of them harmless;

then, in the absence of notice that such Certificate shall have been acquired by
a protected  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 6.6.    Temporary  Securities.  Until definitive Securities are
                         ---------------------
ready for  delivery,  the  Administrators  may  prepare  and, in the case of the
Capital  Securities,  the Institutional  Trustee shall  authenticate,  temporary
Securities.   Temporary  Securities  shall  be  substantially  in  the  form  of
definitive  Securities but may have variations that the Administrators  consider
appropriate  for  temporary   Securities.   Without   unreasonable   delay,  the
Administrators  shall  prepare and, in the case of the Capital  Securities,  the
Institutional Trustee shall authenticate,  definitive Securities in exchange for
temporary Securities.

         Section 6.7.    Cancellation.  The   Administrators  at  any  time  may
                         ------------
deliver Securities to the 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 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 6.8.    CUSIP Numbers.  The Trust in issuing the Securities may
                         -------------
use "CUSIP"  numbers (if then generally in use),  and, if so, the  Institutional
Trustee shall use CUSIP  numbers in notice of  redemption  as a  convenience  to
Holders;   provided,   however,   that  any  such   notice  may  state  that  no
           --------    -------
representation  is made as to the  correctness of such numbers either as printed
on the  Securities  or as  contained  in  any  notice  of  redemption  and  that
identification  numbers printed on the Securities and any such redemption  shall
not be affected by any defect in or  omission of such  numbers.  The Trust shall
promptly notify the Institutional  Trustee in writing of any change in the CUSIP
numbers.

         Section 6.9.    Rights of Holders; Waivers of Past Defaults.
                         -------------------------------------------

         (a)      The legal title to the Trust Property is vested exclusively in
the  Institutional  Trustee (in its capacity as such) in accordance with Section
2.5, and the Holders  shall not have any right or title  therein  other than the
undivided  beneficial  interest  in the assets of the Trust  conferred  by their
Securities and they shall have no right to call for any partition or division of
property,  profits  or rights  of the  Trust  except  as  described  below.  The
Securities  shall be personal  property giving only the rights  specifically set
forth therein and in this  Declaration.  The Securities shall have no preemptive
or similar rights.
<PAGE>

         (b)      For so long as any Capital Securities remain  outstanding,  if
upon an  Acceleration  Event of  Default,  the  Debenture  Trustee  fails or the
holders of not less than 25% in principal  amount of the outstanding  Debentures
fail to declare the principal of all of the Debentures to be immediately due and
payable,  the  Holders  of 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  with respect to 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 a Majority
in  liquidation  amount of the  Capital  Securities,  by  written  notice to the
Institutional  Trustee,  the Sponsor and the Debenture Trustee,  may rescind and
annul such declaration and its consequences if:

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

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

                         (B) any  accrued Additional  Interest  on  all  of  the
                  Debentures,

                         (C) the  principal of (and  premium,   if any, on)  any
                  Debentures  that have  become  due  otherwise   than  by  such
                  declaration   of  acceleration  and  interest  and  Additional
                  Interest thereon at the rate borne by the Debentures, and

                         (D) all sums paid or advanced by  the Debenture Trustee
                  under the Indenture and the reasonable compensation, expenses,
                  disbursements and advances of the  Debenture  Trustee  and the
                  Institutional Trustee, their agents and counsel; and

                  (ii)   all Events  of  Default with respect to the Debentures,
         other than the  non-payment  of the  principal  of the  Debentures that
         has become due solely by such  acceleration,  have been cured or waived
         as provided in Section 5.7 of the Indenture.

         The Holders of at least a Majority in liquidation amount of the Capital
Securities  may, on behalf of the Holders of all the Capital  Securities,  waive
any past default under the Indenture or any Indenture Event of Default, except a
default or Indenture Event of Default in the payment of principal or interest on
the Debentures (unless such default or Indenture 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  under the  Indenture or an Indenture  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,

<PAGE>

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 6.9.

         (c)      Except as otherwise provided in paragraphs (a) and (b) of this
Section  6.9,  the Holders of at least a Majority in  liquidation  amount of the
Capital Securities may, on behalf of the Holders of all the Capital  Securities,
waive any past  default  or Event of  Default  and its  consequences.  Upon such
waiver,  any such  default or Event of  Default  shall  cease to exist,  and any
default  or Event of  Default  arising  therefrom  shall be  deemed to have been
cured, for every purpose of this Declaration, but no such waiver shall extend to
any  subsequent  or other  default  or Event of  Default  or  impair  any  right
consequent thereon.

                                  ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

         Section 7.1.    Dissolution and Termination of Trust.
                         ------------------------------------

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

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

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

                  (iii)  upon the filing of a certificate of dissolution  or its
         equivalent  with  respect to the Sponsor (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) or
         upon  the  revocation of the charter of the Sponsor and the  expiration
         of  90 days  after  the  date of  revocation  without  a  reinstatement
          thereof;

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

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

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

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

         (b)      As  soon  as  is  practicable after the occurrence of an event
referred  to in  Section  7.1(a),  and  after  satisfaction  of  liabilities  to
creditors of the Trust as required by applicable law, including of the Statutory
Trust  Act,  and  subject  to the terms set forth in Annex I, the  Institutional
Trustee shall terminate the Trust by filing a certificate of  cancellation  with
the Secretary of State of the State of Delaware.
<PAGE>

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

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

         Section 8.1.    General.
                         -------

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

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

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

         (d)      The Registrar shall provide for the registration of Securities
and of transfers of Securities,  which will be effected  without charge but only
upon payment  (with such  indemnity as the  Registrar may require) in respect of
any tax or other  governmental  charges  that may be imposed in  relation to it.
Upon surrender for  registration  of transfer of any  Securities,  the Registrar
shall  cause one or more new  Securities  of the same  tenor to be issued in the
name of the designated transferee or transferees. Every Security surrendered for
registration  of  transfer  shall be  accompanied  by a  written  instrument  of
transfer in form  satisfactory  to the Registrar  duly executed by the Holder or
such Holder's attorney duly authorized in writing. Each Security surrendered for
registration of transfer shall be canceled by the Institutional Trustee pursuant
to Section 6.7. A transferee  of a Security  shall be entitled to the rights and
subject  to the  obligations  of a Holder  hereunder  upon the  receipt  by such
transferee of a Security. By acceptance of a Security,  each transferee shall be
deemed to have agreed to be bound by this Declaration.

         (e)      The  Trust  shall  not  be required (i) to issue, register the
transfer of, or exchange any Securities during a period beginning at the opening
of business  fifteen  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.
<PAGE>

         Section 8.2.    Transfer Procedures and Restrictions.
                         ------------------------------------

         (a)      The  Capital  Securities  shall bear the Restricted Securities
Legend,  which shall not be removed  unless there is delivered to the Trust such
satisfactory  evidence,  which may include an opinion of counsel satisfactory 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. 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 legend.

         (b)      Except as permitted by Section 8.2(a),  each  Capital Security
shall bear a legend (the "Restricted  Securities  Legend") in substantially  the
                          ------------------------------
following  form and a  Capital  Security  shall  not be  transferred  except  in
compliance with such legend,  unless otherwise  determined by the Sponsor,  upon
the advice of counsel expert in securities  law, in accordance  with  applicable
law:

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

                  UNLESS THIS CAPITAL SECURITY  IS  PRESENTED  BY AN  AUTHORIZED
         REPRESENTATIVE  OF DTC TO FIRST BANK STATUTORY  TRUST VII OR  ITS AGENT
         FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY  CAPITAL
         SECURITY  ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO. OR  IN SUCH
         OTHER NAME AS REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF  DTC (AND
         ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR 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"), ANY STATE SECURITIES LAWS
         OR ANY OTHER APPLICABLE SECURITIES LAW.  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 AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER  OF
         THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES TO  OFFER,  SELL  OR
         OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE SPONSOR OR THE  TRUST,

<PAGE>

         (B)  PURSUANT  TO A  REGISTRATION  STATEMENT  THAT HAS  BEEN   DECLARED
         EFFECTIVE  UNDER THE  SECURITIES  ACT, (C) TO A PERSON WHOM  THE SELLER
         REASONABLY   BELIEVES  IS  A  QUALIFIED   INSTITUTIONAL   BUYER  IN   A
         TRANSACTION  MEETING  THE  REQUIREMENTS  OF RULE  144A SO LONG AS  THIS
         SECURITY IS ELIGIBLE  FOR RESALE  PURSUANT TO RULE 144A  IN  ACCORDANCE
         WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION  IN
         ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE) OF  REGULATION S
         UNDER  THE  SECURITIES  ACT,  (E)  TO   AN  INSTITUTIONAL   "ACCREDITED
         INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH  (A) OF RULE 501 UNDER THE
         SECURITIES  ACT THAT IS ACQUIRING   THIS  CAPITAL  SECURITY FOR ITS OWN
         ACCOUNT,  OR FOR  THE  ACCOUNT  OF  SUCH  AN  INSTITUTIONAL  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 (F) PURSUANT TO ANY OTHER AVAILABLE  EXEMPTION FROM
         THE  REGISTRATION  REQUIREMENTS OF  THE SECURITIES ACT,  SUBJECT TO THE
         SPONSOR'S  AND  THE  TRUST'S  RIGHT  PRIOR TO ANY SUCH  OFFER,  SALE OR
         TRANSFER   TO   REQUIRE   THE   DELIVERY  OF  AN  OPINION  OF  COUNSEL,
         CERTIFICATION  AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
         ACCORDANCE  WITH  THE  DECLARATION  OF  TRUST,  A COPY OF WHICH  MAY BE
         OBTAINED FROM  THE SPONSOR OR THE TRUST. HEDGING TRANSACTIONS INVOLVING
         THIS  SECURITY  MAY NOT  BE  CONDUCTED  UNLESS IN  COMPLIANCE  WITH THE
         SECURITIES ACT.

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

                  THIS  SECURITY WILL BE ISSUED AND MAY BE  TRANSFERRED  ONLY IN
         BLOCKS HAVING  A LIQUIDATION  AMOUNT OF NOT LESS THAN  $100,000.00 (100
         SECURITIES)  AND  MULTIPLES   OF  $1,000.00  IN  EXCESS  THEREOF.   ANY
         ATTEMPTED  TRANSFER   OF  SECURITIES  IN A BLOCK  HAVING A  LIQUIDATION
         AMOUNT OF  LESS THAN  $100,000.00  SHALL BE DEEMED TO BE VOID AND OF NO
         LEGAL EFFECT WHATSOEVER.

                  THE HOLDER OF THIS  SECURITY  AGREES THAT IT  WILL COMPLY WITH
         THE FOREGOING RESTRICTIONS.
<PAGE>

         (c)      To permit registrations of transfers and exchanges, the  Trust
shall  execute  and  the  Institutional   Trustee  shall  authenticate   Capital
Securities at the Registrar's request.

         (d)      Registrations  of  transfers  or  exchanges  will  be effected
without  charge,  but only upon payment (with such indemnity as the Registrar or
the Sponsor may require) in respect of any tax or other governmental charge that
may be imposed in relation to it.

         (e)      All   Capital  Securities  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 Capital  Securities  surrendered  upon such  registration  of
transfer or exchange.

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

                                   ARTICLE IX

                           LIMITATION OF LIABILITY OF
             HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS

         Section 9.1.    Liability.
                         ---------

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

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

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

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

         (c)      Pursuant  to  the  Statutory  Trust  Act, the  Holders of  the
Capital  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.

         Section 9.2.    Exculpation.
                         -----------

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

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

         Section 9.3.    Fiduciary Duty.
                         --------------

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

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

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

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

         Section 9.4.    Indemnification.
                         ---------------

         (a)      The Sponsor shall  indemnify,  to the full extent permitted by
law, any Indemnified  Person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the  right  of the  Trust)  arising  out of or in  connection  with the
acceptance or  administration  of this Declaration by reason of the fact that he
is  or  was  an  Indemnified  Person  against  expenses  (including   reasonable
attorneys' fees and expenses),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  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  his
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 he 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 his
conduct was unlawful.

         (b)      The Sponsor shall  indemnify,  to the full 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  arising out of or in connection
with the acceptance or  administration of this Declaration by reason of the fact
that he is or was an Indemnified Person against expenses  (including  reasonable
attorneys'  fees  and  expenses)  actually  and  reasonably  incurred  by him in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Trust;  provided,  however,  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 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 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 (a) and (b) of this Section
9.4,  or in  defense  of any  claim,  issue  or  matter  therein,  he  shall  be
indemnified,  to the full extent permitted by law,  against expenses  (including
attorneys'  fees  and  expenses)  actually  and  reasonably  incurred  by him in
connection therewith.

         (d)      Any indemnification  of an Administrator  under paragraphs (a)
and (b) of this  Section  9.4 (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
he has met the  applicable  standard of conduct set forth in paragraphs  (a) and
(b). Such  determination  shall be made (i) by the  Administrators by a majority
vote of a Quorum consisting of such  Administrators who were not parties to such
action, suit or proceeding, (ii) 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 (iii) by the Common Security
Holder of the Trust.

         (e)      To the fullest extent permitted by  law,  expenses  (including
reasonable  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  (a) and (b) of this Section 9.4 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 he is not
entitled to be  indemnified  by the Sponsor as  authorized  in this Section 9.4.
Notwithstanding  the  foregoing,  no advance  shall be made by the  Sponsor if a
determination  is reasonably  and promptly made (i) by the  Administrators  by a
majority vote of a Quorum of disinterested Administrators, (ii) if such a Quorum

<PAGE>

is not  obtainable,  or,  even  if  obtainable,  if a  quorum  of  disinterested
Administrators so directs,  by independent legal counsel in a written opinion or
(iii) 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 Indemnified  Person 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 his conduct was unlawful.  In
no event  shall any  advance  be made in  instances  where  the  Administrators,
independent  legal counsel or the Common  Security Holder  reasonably  determine
that such Indemnified Person deliberately  breached his duty to the Trust or its
Common or Capital Security Holders.

         (f)      The Trustees,  at  the  sole  cost and expense of the Sponsor,
retain  the right to  representation  by counsel  of their own  choosing  in any
action,  suit or any other  proceeding  for  which  they are  indemnified  under
paragraphs  (a) and (b) of this Section 9.4,  without  affecting  their right to
indemnification  hereunder  or  waiving  any  rights  afforded  to it under this
Declaration or applicable law.

         (g)      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 his 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.

         (h)      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 him and  incurred by him in any such  capacity,  or
arising  out of his status as such,  whether or not the  Sponsor  would have the
power to  indemnify  him against such  liability  under the  provisions  of this
Section 9.4.

         (i)      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 he would have with
respect to such constituent entity if its separate existence had continued.

         (j)      The indemnification and  advancement of expenses  provided by,
or granted pursuant to, this Section 9.4 shall,  unless otherwise  provided when
authorized  or  ratified,  (i)  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;  and (ii) survive the termination or expiration
of this  Declaration  or the earlier  removal or  resignation  of an Indemnified
Person.

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

<PAGE>

others any such particular investment or other opportunity.  Any Covered Person,
the Delaware Trustee and the  Institutional  Trustee may engage or be interested
in any financial or other  transaction  with the Sponsor or any Affiliate of the
Sponsor,  or may act as  depositary  for,  trustee or agent  for,  or act on any
committee or body of holders of,  securities or other obligations of the Sponsor
or its Affiliates.

         Section 9.6.    Compensation; Fee. 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 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,  to reimburse
the  Trustees  upon  request  for all  reasonable  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 as may be  attributable to its negligence,  bad faith or
willful misconduct.

         For purposes of  clarification,  this Section 9.6 does not  contemplate
the payment by the Sponsor of acceptance or annual  administration fees owing to
the Trustees  under this  Declaration  or the fees and expenses of the Trustees'
counsel in connection with the closing of the transactions  contemplated by this
Declaration.

         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.

         No Trustee may claim any lien or charge on any property of the Trust as
a result of any amount due pursuant to this Section 9.6.

                                   ARTICLE X

                                  ACCOUNTING

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

         Section 10.2.   Certain Accounting Matters.
                         --------------------------

         (a)      At  all   times  during  the   existence  of  the  Trust,  the
Administrators  shall keep, or cause to be kept at the  principal  office of the
Trust in the United  States,  as defined for  purposes  of Treasury  Regulations
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,  at the Sponsor's  expense,  in accordance
with generally accepted accounting  principles,  consistently applied. The books
of account and the records of the Trust shall be examined by and  reported  upon
(either separately or as part of the Sponsor's  regularly prepared  consolidated
financial  report) as of the end of each  Fiscal  Year of the Trust by a firm of
independent certified public accountants selected by the Administrators.
<PAGE>

         (b)      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.

         (c)      The Administrators, at the Sponsor's  expense,  shall cause to
be duly prepared at the principal office of the Sponsor in the United States, as
`United  States'  is  defined  in  Section  7701(a)(9)  of the  Code  (or at the
principal office of the Trust if the Sponsor has no such principal office in the
United States), 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.

         Section 10.3.   Banking. The Trust shall maintain in the United States,
                         -------

as defined for purposes of Treasury Regulations section 301.7701-7,  one or more
bank  accounts  in the name and for the sole  benefit  of the  Trust;  provided,
                                                                       --------
however,  that all  payments of funds in respect of the  Debentures  held by the
-------
Institutional  Trustee  shall be made  directly to the  Property  Account and no
other funds of the Trust shall be deposited in the  Property  Account.  The sole
signatories  for  such  accounts  (including  the  Property  Account)  shall  be
designated by the Institutional Trustee.

         Section 10.4.   Withholding.  The  Institutional  Trustee or any Paying
                         -----------
Agent and the  Administrators  shall  comply with all  withholding  requirements
under United States federal,  state and local law. 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 in the amount
of the withholding to the Holder.  In the event of any claimed  overwithholding,
Holders shall be limited to an action  against the applicable  jurisdiction.  If
the amount  required to be withheld was not withheld  from actual  Distributions
made,  the  Institutional  Trustee  or any Paying  Agent may  reduce  subsequent
Distributions by the amount of such withholding.

                                   ARTICLE XI

                             AMENDMENTS AND MEETINGS

         Section 11.1.   Amendments.
                         ----------

         (a)      Except  as otherwise provided in  this Declaration  or by  any
applicable  terms of the Securities,  this  Declaration may only be amended by a
written instrument  approved and executed (i) by the Institutional  Trustee,  or
(ii) if the  amendment  affects  the  rights,  powers,  duties,  obligations  or
immunities of the Delaware Trustee, by the Delaware Trustee.

         (b)      Notwithstanding  any  other  provision  of  this  Article  XI,
an amendment may be made,  and any such purported  amendment  shall be valid and
effective only if:

                  (i)    the Institutional Trustee shall have first received
<PAGE>

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

                         (B) an opinion  of  counsel  (who may be counsel to the
                  Sponsor or the Trust)  that  such  amendment is permitted  by,
                  and  conforms to, the  terms of  this  Declaration  (including
                  the terms of the Securities); and

                  (ii)   the result of such amendment would not be to

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

                         (B) cause  the  Trust to be deemed to be an  Investment
                  Company  required  to  be  registered  under   the  Investment
                  Company Act.

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

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

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

         (f)      Article III shall  not  be  amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities.

         (g)      The rights  of  the  Holders of the Capital  Securities  under
Article  IV to appoint  and remove  Trustees  shall not be amended  without  the
consent of the  Holders  of a  Majority  in  liquidation  amount of the  Capital
Securities.

         (h)      This Declaration may be amended by the  Institutional  Trustee
and the Holders of a Majority  in  liquidation  amount of the Common  Securities
without the consent of the Holders of the Capital Securities to:

                  (i)    cure any ambiguity;

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

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

                  (iv)   modify, eliminate or  add  to  any  provision  of  this
         Declaration  to such  extent as may be  necessary  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  (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

<PAGE>

         application thereof by any legislative  body, court,  government agency
         or  regulatory  authority)  which  amendment  does not  have a material
         adverse effect on  the rights, preferences or privileges of the Holders
         of Securities;

         provided,  however, that no such modification,  elimination or addition
         --------   -------
referred to in clauses (i), (ii),  (iii) or (iv) shall  adversely  affect in any
material respect the powers, preferences or special rights of Holders of Capital
Securities.

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

         (a)      Meetings  of  the  Holders  of any  class of Securities may be
called at any time by the  Administrators  (or as  provided  in the terms of the
Securities)  to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this  Declaration or the terms
of the  Securities.  The  Administrators  shall call a meeting of the Holders of
such class if directed  to do so by the  Holders of at least 10% in  liquidation
amount of such class of Securities.  Such direction shall be given by delivering
to the  Administrators  one or more calls in a writing  stating that the signing
Holders of the  Securities  wish to call a meeting and indicating the general or
specific  purpose  for which the  meeting  is to be called.  Any  Holders of the
Securities  calling a meeting shall specify in writing the Certificates  held by
the Holders of the  Securities  exercising  the right to call a meeting and only
those Securities  represented by such Certificates shall be counted for purposes
of determining  whether the required percentage set forth in the second sentence
of this paragraph has been met.

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

                  (i)    notice of any such meeting  shall  be given to  all the
         Holders  of the  Securities  having a right to vote thereat at  least 7
         days  and  not  more  than  60 days  before  the date of such  meeting.
         Whenever a vote, consent or approval of the Holders  of the  Securities
         is permitted or required under this Declaration, 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 in
         liquidation  amount  that would be  necessary to authorize or take such
         action at a meeting  at which all  Holders of the  Securities  having a
         right to vote  thereon were  present and voting.  Prompt  notice of the
         taking of  action  without a meeting  shall be given to the  Holders of
         the  Securities entitled to vote who have not consented in writing. The
         Administrators  may  specify that any written  ballot  submitted to the
         Holders of the Securities  for the purpose of taking any action without
         a meeting shall be returned  to the Trust within the time  specified by
         the Administrators;

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

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

                                  ARTICLE XII

        REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE

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

         (a)       the  Institutional Trustee is a Delaware banking  corporation
with trust powers,  duly  organized and validly  existing  under the laws of the
State of Delaware with trust power and authority to execute and deliver,  and to
carry out and perform its obligations under the terms of, this Declaration;

         (b)      the execution, delivery  and performance  by the Institutional
Trustee of this Declaration has been duly authorized by all necessary  corporate
action on the part of the Institutional  Trustee. This Declaration has been duly
executed and delivered by the Institutional Trustee, and it 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  (regardless of
whether considered in a proceeding in equity or at law);

         (c)      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

         (d)      no consent, approval or authorization of, or registration with
or notice  to,  any state or  federal  banking  authority  is  required  for the
execution,  delivery  or  performance  by  the  Institutional  Trustee  of  this
Declaration.

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

         (a)      if it is not a natural person,  the Delaware Trustee  is  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware;

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

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

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

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

         (f)      the Delaware  Trustee is a natural person who is a resident of
the State of Delaware or, if not a natural person, it is an entity which has its
principal  place of  business in the State of Delaware  and, in either  case,  a
Person that  satisfies  for the Trust the  requirements  of Section  3807 of the
Statutory Trust Act.

                                  ARTICLE XIII

                                  MISCELLANEOUS

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

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

                  First Bank Statutory Trust VII
                  c/o First Banks, Inc.
                  600 James S. McDonnell Boulevard
                  Mail Stop M1 199 014
                  Hazelwood, Missouri  63042
                  Attention:  Lisa K. Vansickle
                  Telecopy:  314-592-6621

         (b)

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

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware  19890-1600
                  Attention:  Corporate Trust Administration
                  Telecopy:  302-636-4140
<PAGE>

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

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware  19890-1600
                  Attention:  Corporate Trust Administration
                  Telecopy:  302-636-4140

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

                  First Banks, Inc.
                  600 James S. McDonnell Boulevard
                  Mail Stop M1 199 014
                  Hazelwood, Missouri  63042
                  Attention:  Lisa K. Vansickle
                  Telecopy:  314-592-6621

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

         All such  notices  shall be deemed to have been given when  received in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered  because of a changed  address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

         Section 13.2.   Governing Law. This  Declaration  and the rights of the
                         -------------
parties  hereunder  shall be governed by and  interpreted in accordance with the
law of the State of Delaware  and all rights 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;  provided,  however,
                                                             --------   -------
that  there  shall  not be  applicable  to  the  Trust,  the  Trustees  or  this
Declaration  any  provision  of the laws  (statutory  or common) of the State of
Delaware  pertaining  to  trusts  that  relate  to  or  regulate,  in  a  manner
inconsistent with the terms hereof (a) the filing with any court or governmental
body or agency of trustee accounts or schedules of trustee fees and charges, (b)
affirmative  requirements  to post  bonds  for  trustees,  officers,  agents  or
employees  of  a  trust,   (c)  the  necessity  for  obtaining  court  or  other
governmental approval concerning the acquisition, holding or disposition of real
or personal  property,  (d) fees or other sums  payable to  trustees,  officers,
agents or employees of a trust,  (e) the allocation of receipts and expenditures
to income or principal,  or (f)  restrictions  or limitations on the permissible
nature, amount or concentration of trust investments or requirements relating to
the titling, storage or other manner of holding or investing trust assets.

         Section  13.3.  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 13.4.   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.
<PAGE>

         Section 13.5.   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 13.6.   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 13.7.   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.

                     Signatures appear on the following page



<PAGE>


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

                             WILMINGTON TRUST COMPANY,
                             as Delaware Trustee


                             By: /s/ Christopher J. Monigle
                                ------------------------------------------------
                                   Name:     Christopher J. Monigle
                                   Title:    Vice President


                             WILMINGTON TRUST COMPANY,
                             as Institutional Trustee


                             By: /s/ Christopher J. Monigle
                                ------------------------------------------------
                                   Name:      Christopher J. Monigle
                                   Title:     Vice President


                             FIRST BANKS, INC., as Sponsor


                             By: /s/ Lisa K. Vansickle
                                ------------------------------------------------
                                   Name:   Lisa K. Vansickle
                                   Title:  Senior Vice President


                             ADMINISTRATORS OF FIRST BANK STATUTORY TRUST VII


                             By: /s/ Lisa K. Vansickle
                                ------------------------------------------------
                                     Administrator


                             By: /s/ Terrance M. McCarthy
                                ------------------------------------------------
                                     Administrator


                             By: /s/ Peter D. Wimmer
                                ------------------------------------------------
                                     Administrator




<PAGE>

                                     ANNEX I

                               TERMS OF SECURITIES

                Pursuant  to Section 6.1 of the Amended and Restated Declaration
of Trust,  dated as of  December  14, 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)    50,000 Floating Rate Capital  Securities  of  First  Bank
Statutory Trust VII (the "Trust"),  with an aggregate stated  liquidation amount
with   respect   to  the   assets  of  the  Trust  of  fifty   million   dollars
($50,000,000.00)  and a stated  liquidation amount with respect to the assets of
the Trust of  $1,000.00  per Capital  Security,  are hereby  designated  for the
purposes  of  identification  only  as the  "Capital  Securities".  The  Capital
                                             -------------------
Security  Certificates  evidencing the Capital Securities shall be substantially
in the form of Exhibits  A-1 and A-2 to the  Declaration,  with such changes and
additions  thereto or deletions  therefrom as may be required by ordinary usage,
custom or practice.

                (b)    1,547 Floating Rate Common Securities  of  the Trust (the
"Common   Securities")  will  be  evidenced  by  Common  Security   Certificates
 -------------------
substantially in the form of Exhibit A-3 to the  Declaration,  with such changes
and  additions  thereto or  deletions  therefrom  as may be required by ordinary
usage, custom or practice.

         2.     Distributions.
                -------------

                (a)    Distributions will be payable on  each Security  for  the
Distribution  Period beginning on (and including) the date of original  issuance
and ending on (but excluding) the  Distribution  Payment Date in March 2007 at a
rate per annum of 7.20% and shall bear interest for each successive Distribution
Period beginning on (and including) the Distribution Payment Date in March 2007,
and each succeeding Distribution Payment Date, and ending on (but excluding) the
next  succeeding  Distribution  Payment  Date at a rate per  annum  equal to the
3-Month LIBOR,  determined as described  below,  plus 1.85% (the "Coupon Rate"),
                                                                  -----------
applied to the stated  liquidation  amount thereof,  such rate being the rate of
interest  payable on the  Debentures  to be held by the  Institutional  Trustee.
Distributions in arrears will bear interest thereon compounded  quarterly at the
applicable Distribution Rate (to the extent permitted by law). Distributions, as
used herein,  include cash  distributions and any such compounded  distributions
unless  otherwise  noted.  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 available  therefor.  The
amount  of  the  Distribution  payable  for  any  Distribution  Period  will  be
calculated by applying the Distribution  Rate to the stated  liquidation  amount
outstanding at the commencement of the  Distribution  Period on the basis of the
actual number of days in the Distribution  Period concerned  divided by 360. All
percentages  resulting from any  calculations on the Capital  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)).

                (b)    Distributions on the Securities will be cumulative,  will
accrue  from the date of  original  issuance,  and will be  payable,  subject to
extension of  distribution  payment  periods as described  herein,  quarterly in
arrears on March 15, June 15,  September 15 and December 15 of each year,  or if
such day is not a Business  Day, then the next  succeeding  Business Day (each a
"Distribution  Payment Date") (it being understood that interest accrues for any
 --------------------------
such  non-Business  Day),  commencing on the Distribution  Payment Date in March

<PAGE>

2007 when, as and if available for payment.  The Debenture  Issuer has the right
under the Indenture to defer payments of interest on the Debentures,  so long as
no  Acceleration  Event of Default has occurred and is continuing,  by deferring
the payment of interest on the  Debentures  for up to 20  consecutive  quarterly
periods (each an "Extension  Period") at any time and from time to time, subject
                  -----------------
to the conditions  described  below,  during which Extension  Period no interest
shall be due and payable. During any Extension Period, interest will continue to
accrue on the Debentures,  and interest on such accrued  interest will accrue at
an annual rate equal to the Distribution  Rate in effect for each such Extension
Period, compounded quarterly from the date such interest would have been payable
were it not for the  Extension  Period,  to the  extent  permitted  by law (such
interest referred to herein as "Additional  Interest").  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 interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon);  provided,
                                                                       --------
however,  that no  Extension  Period may extend  beyond  the  Maturity  Date and
-------
provided further,  however, that during any such Extension Period, the Debenture
-------- -------   -------
Issuer  and its  Affiliates  shall  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 or its Affiliates'  capital stock
(other than payments of dividends or distributions  to the Debenture  Issuer) or
make any  guarantee  payments  with respect to the  foregoing,  or (ii) make any
payment of principal of or interest or premium, if any, on or repay,  repurchase
or redeem any debt securities of the Debenture Issuer or any Affiliate that rank
pari passu in all respects with or junior in interest to the  Debentures  (other
than, with respect to clauses (i) and (ii) above, (a)  repurchases,  redemptions
or other  acquisitions  of shares of capital  stock of the  Debenture  Issuer 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,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase plan or 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 or
conversion  of any class or series of the Debenture  Issuer's  capital stock (or
any capital  stock of a  subsidiary  of the  Debenture  Issuer) for any class or
series of the Debenture  Issuer's capital stock or of any class or series of the
Debenture  Issuer's  indebtedness  for any  class  or  series  of the  Debenture
Issuer's  capital stock,  (c) the purchase of fractional  interests in shares of
the  Debenture  Issuer's  capital stock  pursuant to the  conversion or exchange
provisions of such capital stock or the security  being  converted or exchanged,
(d) any  declaration of a dividend in connection with any  stockholders'  rights
plan, or the issuance of rights, stock or other property under any stockholders'
rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash  payments  in lieu of
fractional  shares issued in  connection  therewith,  or (f) payments  under the
Capital Securities Guarantee). Prior to the termination of any Extension Period,
the Debenture  Issuer may further extend such period,  provided that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date.
Upon the termination of any Extension Period and upon the payment of all accrued
and unpaid interest and Additional Interest, the Debenture Issuer may commence a
new  Extension  Period,  subject to the foregoing  requirements.  No interest or
Additional Interest shall be due and payable during an Extension Period,  except
at the end thereof,  but each  installment of interest that would otherwise have
been  due and  payable  during  such  Extension  Period  shall  bear  Additional
Interest. During any Extension Period,  Distributions on the Securities shall be
deferred  for a period  equal to the  Extension  Period.  If  Distributions  are
deferred,  the  Distributions  due  shall be paid on the date  that the  related
Extension  Period  terminates to Holders of the Securities as they appear on the
books and records of the Trust on the record  date  immediately  preceding  such
date.  Distributions  on the Securities must be paid on the dates payable (after
giving  effect to any  Extension  Period) to the extent that the Trust has funds
available for the payment of such  distributions  in the Property Account of the

<PAGE>

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.

                (c)    Distributions  on the  Securities  will be payable to the
Holders  thereof  as they  appear on the books and  records  of the Trust on the
relevant  record dates.  The relevant  record dates shall be fifteen 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.

                (d)    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 $1,000.00  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 Distribution 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 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 Special Event),  subject to the receipt by the Debenture  Issuer
of prior approval from the Board of Governors of the Federal Reserve System,  or
its designated  district bank, as applicable,  and any successor  federal agency
that is primarily  responsible for regulating the activities of the Sponsor (the
"Federal Reserve"), if the Sponsor is a bank holding company, or from the Office
 ---------------
of  Thrift  Supervision  and any  successor  federal  agency  that is  primarily
responsible for regulating the activities of Sponsor, (the "OTS") if the Sponsor
                                                            ---
is a savings and loan holding  company,  in either case if then  required  under
applicable  capital  guidelines  or policies  of the Federal  Reserve or OTS, as
applicable,  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.

         If a Liquidation  of the Trust occurs as described in clause (i), (ii),
(iii) or (v) in Section 7.1(a) of the Declaration, the Trust shall be liquidated
by the Institutional Trustee as expeditiously as it determines to be possible by
distributing,  after  satisfaction  of liabilities to creditors of the Trust, 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

<PAGE>

to the Holders,  after  satisfaction of liabilities of 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  Section  7.1(a) of the  Declaration  shall  occur if the  Institutional
Trustee  determines  that such  Liquidation is possible by  distributing,  after
satisfaction  of  liabilities  to creditors of the 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  Trust
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.

         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) upon  surrender of a Holder's  Securities  certificate,  such
Holder of the Securities will receive a certificate  representing the Debentures
to be delivered upon such distribution,  (iii) any certificates representing the
Securities still  outstanding 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 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;  provided,  however that such failure to pay shall
                               --------   -------
not be deemed to be an Event of Default  and shall not entitle the Holder to the
benefits of the Guarantee),  and (iv) all rights of Holders of Securities  under
the  Declaration  shall  cease,  except  the right of such  Holders  to  receive
Debentures upon surrender of certificates representing such Securities.

         4.     Redemption and Distribution.
                ---------------------------

                (a) The   Debentures   will   mature  on  December 15, 2036. The
Debentures may be redeemed by the Debenture  Issuer, in whole or in part, at any
Distribution  Payment Date on or after the Distribution Payment Date in December
2011, at the Redemption  Price.  In addition,  the Debentures may be redeemed by
the Debenture Issuer at the Special  Redemption Price, in whole but not in part,
at any  Distribution  Payment Date,  upon the occurrence and  continuation  of a
Special Event within 120 days  following the occurrence of such Special Event at
the  Special  Redemption  Price,  upon not less  than 30 nor more  than 60 days'
notice  to  holders  of  such  Debentures  so  long as  such  Special  Event  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 the Federal Reserve (if the Debenture  Issuer is a bank holding company) or
prior  approval  from the OTS (if the  Debenture  Issuer is a  savings  and loan
holding  company),  in each  case  if then  required  under  applicable  capital
guidelines or policies of the applicable federal agency.

         "3-Month LIBOR" means the London  interbank  offered  interest rate for
          -------------
three-month,  U.S.  dollar deposits  determined by the Debenture  Trustee in the
following order of priority:

                (1)    the  rate  (expressed as a percentage per annum) for U.S.
         dollar deposits  having a three-month maturity that appears on Telerate
         Page 3750 as of 11:00 a.m. (London time) on  the  related Determination
         Date  (as  defined below).  "Telerate  Page 3750"  means   the  display
         designated  as  "Page 3750"  on  the Moneyline Telerate Service or such
         other  page  as  may  replace  Page  3750 on that service or such other
         service or  services  as  may  be  nominated  by  the  British Bankers'
         Association  as  the  information  vendor for the purpose of displaying
         London interbank offered rates for U.S. dollar deposits;
<PAGE>

                (2)    if   such   rate   cannot  be  identified  on the related
         Determination  Date, the Debenture  Trustee will request the  principal
         London offices of four leading banks in the London interbank  market to
         provide such banks' offered  quotations  (expressed as  percentages per
         annum) to prime banks in the London  interbank  market  for U.S. dollar
         deposits having a three-month  maturity as of  11:00 a.m. (London time)
         on such  Determination  Date. If at least two quotations  are provided,
         3-Month LIBOR will be the arithmetic mean of such quotations;

                (3)    if  fewer  than  two  such  quotations  are  provided  as
         requested in clause (2) above,  the Debenture Trustee will request four
         major New York City banks to  provide  such banks'  offered  quotations
         (expressed as  percentages  per  annum) to leading  European  banks for
         loans  in  U.S.  dollars  as  of  11:00  a.m.  (London  time)  on  such
         Determination  Date.   If at least two such  quotations  are  provided,
         3-Month LIBOR will be the arithmetic mean of such quotations; and

                (4)    if  fewer  than  two  such  quotations  are  provided  as
         requested  in clause (3) above, 3-Month LIBOR  will  be a 3-Month LIBOR
         determined   with   respect  to  the  Distribution  Period  immediately
         preceding such current Distribution Period.

         If the rate for U.S. dollar deposits having a three-month maturity that
initially  appears on Telerate  Page 3750 as of 11:00 a.m.  (London time) on the
related  Determination  Date  is  superseded  on the  Telerate  Page  3750  by a
corrected rate by 12:00 noon (London time) on such Determination  Date, then the
corrected rate as so  substituted on the applicable  page will be the applicable
3-Month LIBOR for such Determination Date.

         The Distribution  Rate for any  Distribution  Period will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

         "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 the  occurrence  of any amendment to, or change  (including
any announced  prospective  change) in, the laws,  rules or  regulations  of the
United States or any political  subdivision thereof or therein, or as the result
of  any  official  or   administrative   pronouncement  or  action  or  decision
interpreting  or applying such laws,  rules or  regulations,  which amendment or
change is effective or which  pronouncement,  action or decision is announced on
or after the date of original issuance of the Debentures,  there is more than an
insubstantial risk that the Sponsor will not, within 90 days of the date of such
opinion,  be  entitled  to treat an amount  equal to the  aggregate  liquidation
amount of the Capital  Securities  as "Tier 1 Capital" (or its then  equivalent)
for purposes of the capital adequacy  guidelines of the Federal Reserve, as then
in effect and applicable to the Sponsor (or if the Sponsor is not a bank holding
company or otherwise is not subject to the Federal Reserve's  risk-based capital
adequacy  guidelines,  such guidelines  applied to the Sponsor as if the Sponsor
were subject to such guidelines);  provided,  however, that the inability of the
                                   --------   -------
Sponsor to treat all or any  portion of the  liquidation  amount of the  Capital
Securities  as Tier l  Capital  shall  not  constitute  the  basis for a Capital
Treatment  Event, if such inability  results from the Sponsor having  cumulative
preferred stock, minority interests in consolidated  subsidiaries,  or any other
class of security or interest  which the Federal  Reserve or OTS, as applicable,
may now or  hereafter  accord Tier 1 Capital  treatment  in excess of the amount
which  may now or  hereafter  qualify  for  treatment  as Tier 1  Capital  under
applicable  capital adequacy  guidelines;  provided further,  however,  that the
                                           -------- -------   -------
distribution of Debentures in connection with the Liquidation of the Trust 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.

         "Determination  Date"  means the date that is two London  Banking  Days
          -------------------
(i.e.,  a  business  day in which  dealings  in  deposits  in U.S.  dollars  are
transacted in the London interbank market) preceding the particular Distribution
Period for which a Coupon Rate is being determined.
<PAGE>

         "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 the  occurrence of a change in law or regulation or written
change  (including  any  announced  prospective  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  issuance  of the
Debentures.

         "Maturity Date" means December 15, 2036.
          -------------

         "Redemption  Date"  shall  mean the date  fixed for the  redemption  of
          ----------------
Capital Securities, which shall be any Distribution Payment Date on or after the
Distribution Payment Date in December 2011.

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

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

         "Special  Redemption  Date"  means a date  on  which  a  Special  Event
          -------------------------
redemption occurs, which shall be a Distribution Payment Date.

         "Special  Redemption  Price" means the price set forth in the following
          --------------------------
table for any Special  Redemption  Date that occurs on the date indicated  below
(or if such day is not a Business Day, then the next  succeeding  Business Day),
expressed as the  percentage of the  principal  amount of the  Debentures  being
redeemed:

        ----------------------------------       ----------------------------
             Month in which Special                Special Redemption Price
             ----------------------                ------------------------
             Redemption Date  Occurs
             -----------------------
        ----------------------------------       ----------------------------
                    March 2007                             104.625%
        ----------------------------------       ----------------------------
                    June 2007                              104.300%
        ----------------------------------       ----------------------------
                  September 2007                           104.000%
        ----------------------------------       ----------------------------
                  December 2007                            103.650%
        ----------------------------------       ----------------------------
                    March 2008                             103.350%
        ----------------------------------       ----------------------------
                    June 2008                              103.000%
        ----------------------------------       ----------------------------
                  September 2008                           102.700%
        ----------------------------------       ----------------------------
                  December 2008                            102.350%
        ----------------------------------       ----------------------------
                    March 2009                             102.050%
        ----------------------------------       ----------------------------
                    June 2009                              101.700%
        ----------------------------------       ----------------------------
                  September 2009                           101.400%
        ----------------------------------       ----------------------------
                  December 2009                            101.050%
        ----------------------------------       ----------------------------
                    March 2010                             100.750%
        ----------------------------------       ----------------------------
                    June 2010                              100.450%
        ----------------------------------       ----------------------------
                  September 2010                           100.200%
        ----------------------------------       ----------------------------
           December 2010 and thereafter                    100.000%
        ----------------------------------       ----------------------------
<PAGE>


         plus, in each case,  accrued and unpaid  Interest on such Debentures to
the Special Redemption Date.

         "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,  field service advice, regulatory procedure, notice
or  announcement  including any notice or  announcement  of intent to adopt such
procedures or regulations)  (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, duties or other governmental charges.

               (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 or Special  Redemption Price, as applicable,  Securities having
an aggregate  liquidation amount equal to the aggregate  principal amount of the
Debentures  so repaid or  redeemed;  provided,  however,  that  holders  of such
                                     --------   -------
Securities shall be given not less than 30 nor more than 60 days' notice of such
redemption (other than at the scheduled maturity of the Debentures).

               (c)     If fewer than all the outstanding Securities are to be so
redeemed,  the Common Securities and the Capital Securities will be redeemed Pro
Rata and the Capital  Securities to  be redeemed will be redeemed Pro Rata  from
each Holder of Capital  Securities.

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

               (e)     Redemption or Distribution Procedures.
                       -------------------------------------

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


<PAGE>

                       (ii)  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  paragraph 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  pay  the  relevant  Redemption  Price or
          Special  Redemption  Price, as  applicable,  to  the  Holders  of such
          Securities  by  check  mailed  to  the  address of  each  such  Holder
          appearing  on  the  books  and  records of the Trust on the Redemption
          Date.  If a  Redemption/Distribution  Notice shall have been given and
          funds deposited as required then immediately prior  to  the  close  of
          business  on  the  date of  such deposit Distributions  will  cease to
          accrue on the  Securities  so called for  redemption and all rights of
          Holders of such Securities so called for redemption will cease, except
          the  right  of  the   Holders   of  such  Securities  to  receive  the
          applicable  Redemption  Price or Special   Redemption  Price specified
          in paragraph 4(a), but without interest on  such  Redemption  Price or
          Special  Redemption  Price. If payment of the    Redemption  Price  or
          Special Redemption Price in  respect of any Securities  is  improperly
          withheld  or  refused  and  not  paid  either  by  the Trust or by the
          Debenture Issuer as guarantor pursuant to the Guarantee, Distributions
          on such Securities will continue to accrue at  the  Distribution  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. 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 fifteen
          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.

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

                      (iv)   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  nder 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.
<PAGE>

         5.      Voting Rights - Capital Securities.
                 ----------------------------------

                  (a)  Except  as  provided under paragraphs  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 at least 10% in liquidation amount of the Capital Securities.

                  (b)  Subject  to  the requirements of  obtaining a tax opinion
by the  Institutional  Trustee  in certain  circumstances  set forth in the last
sentence of this paragraph,  the Holders of a Majority in liquidation  amount of
the Capital  Securities,  voting separately as a class, have the right to direct
the  time,  method,  and  place of  conducting  any  proceeding  for any  remedy
available  to the  Institutional  Trustee,  or  exercising  any  trust  or power
conferred upon the  Institutional  Trustee under the Declaration,  including the
right to direct the Institutional  Trustee, as holder of the Debentures,  to (i)
exercise  the  remedies  available  under  the  Indenture  as the  holder of the
Debentures,  (ii) waive any past default that is waivable  under the  Indenture,
(iii) exercise any right to rescind or annul a declaration that the principal of
all the Debentures shall be due and payable or (iv) consent on behalf of all the
Holders of the Capital Securities to any amendment,  modification or termination
of the  Indenture  or the  Debentures  where  such  consent  shall be  required;
provided,  however,  that,  where a consent or action under the Indenture  would
--------   -------
require the consent or act of the holders of greater  than a simple  majority in
aggregate  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 at least the  proportion  in  liquidation
amount of the Capital  Securities  outstanding which the relevant Super Majority
represents of the aggregate principal amount of the Debentures  outstanding.  If
the Institutional Trustee fails to enforce its rights under the Debentures after
the Holders of a Majority in liquidation  amount of such Capital Securities have
so directed the Institutional Trustee, to the fullest extent permitted by law, a
Holder of the  Capital  Securities  may  institute a legal  proceeding  directly
against the Debenture Issuer to enforce the Institutional Trustee's rights under
the  Debentures  without  first  instituting  any legal  proceeding  against the
Institutional  Trustee  or any  other  person  or  entity.  Notwithstanding  the
foregoing,  if an Event of Default has occurred and is continuing and such event
is  attributable  to the  failure of the  Debenture  Issuer to pay  interest  or
principal on the Debentures on the date the interest or principal is payable (or
in the case of redemption,  the Redemption Date or the Special  Redemption Date,
as applicable),  then a Holder of record of the Capital  Securities may directly
institute a proceeding for  enforcement  of payment,  on or after the respective
due dates specified in the Debentures,  to such Holder directly of the principal
of or interest on the Debentures  having an aggregate  principal amount equal to
the aggregate  liquidation  amount of the Capital Securities of such Holder. The
Institutional  Trustee shall notify all Holders of the Capital Securities of any
default  actually  known  to  the  Institutional  Trustee  with  respect  to the
Debentures  unless (x) such  default  has been cured prior to the giving of such
notice  or (y) the  Institutional  Trustee  determines  in good  faith  that the
withholding  of such notice is in the  interest  of the Holders of such  Capital
Securities,  except where the default  relates to the payment of principal of or
interest on any of the  Debentures.  Such notice shall state that such Indenture
Event of Default also  constitutes  an Event of Default  hereunder.  Except with
respect to directing the time, method and place of conducting a proceeding for a
remedy, the Institutional Trustee shall not take any of the actions described in
clauses (i), (ii) or (iii) above unless the  Institutional  Trustee has obtained
an opinion of tax counsel to the effect that,  as a result of such  action,  the
Trust will not be  classified  as other than a grantor  trust for United  States
federal income tax purposes.
<PAGE>

         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  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
direction of the Holders of at least the proportion in liquidation amount of the
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 directions of the
Holders of the  Securities  unless the  Institutional  Trustee  has  obtained an
opinion of tax counsel to the effect that, as a result of such action, the Trust
will not be classified  as other than a grantor trust for United States  federal
income tax purposes.

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

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

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

         6.       Voting Rights - Common Securities.
                  ---------------------------------

                 (a)     Except  as provided under paragraphs  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 6.9   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 is waivable  under the  Indenture,  or (iii)

<PAGE>

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 at least 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  paragraph  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 (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,  to the  fullest  extent
permitted by law, under the Declaration, any Holder of the Common Securities may
institute  a legal  proceeding  directly  against  any  Person  to  enforce  the
Institutional Trustee's rights under the Declaration,  without first instituting
a legal proceeding against the Institutional Trustee or any other Person.

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

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

         7.       Amendments to Declaration and Indenture.
                  ---------------------------------------

                 (a)   In addition to any requirements  under  Section  11.1  of
the Declaration,  if any proposed amendment to the Declaration  provides for, or
the Trustees,  Sponsor or Administrators  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 at least 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

<PAGE>

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
direction of the Holders of at least the proportion in liquidation amount of the
Securities  which  the  relevant  Super  Majority  represents  of the  aggregate
principal amount of the Debentures outstanding.

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

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

         8.       Pro  Rata.  A reference in these  terms of the  Securities  to
                  ---------
any payment,  distribution  or treatment as being "Pro Rata" shall mean pro rata
                                                   --------
to each Holder of the Securities  according to the aggregate  liquidation amount
of the  Securities  held by the  relevant  Holder in relation  to the  aggregate
liquidation  amount of all Securities then 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  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 Special  Redemption Price) of, the
Capital Securities then due and payable.

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

         11.      No Preemptive Rights. The Holders of the Securities shall have
                  --------------------
no 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.



<PAGE>
                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "SECURITIES  ACT"),  ANY STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES   LAW.   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 AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES  TO OFFER,  SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY (A) TO THE  SPONSOR OR THE TRUST,  (B)
PURSUANT TO A REGISTRATION  STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT,  (C) TO A  PERSON  WHOM THE  SELLER  REASONABLY  BELIEVES  IS A
QUALIFIED  INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A SO LONG AS THIS  SECURITY IS ELIGIBLE  FOR RESALE  PURSUANT TO RULE 144A IN
ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S.  PERSON IN AN OFFSHORE  TRANSACTION
IN ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE)  OF REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN THE
MEANING  OF  SUBPARAGRAPH  (A) OF RULE  501  UNDER  THE  SECURITIES  ACT THAT IS
ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL  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 (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES  ACT,  SUBJECT TO THE SPONSOR'S AND
THE  TRUST'S  RIGHT  PRIOR TO ANY SUCH  OFFER,  SALE OR  TRANSFER TO REQUIRE THE
DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION
SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY
OF WHICH MAY BE  OBTAINED  FROM THE SPONSOR OR THE TRUST.  HEDGING  TRANSACTIONS
INVOLVING  THIS  SECURITY MAY NOT BE  CONDUCTED  UNLESS IN  COMPLIANCE  WITH THE
SECURITIES ACT.

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

         THIS  SECURITY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING A LIQUIDATION  AMOUNT OF NOT LESS THAN  $100,000.00  (100 SECURITIES) AND
MULTIPLES OF $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED  TRANSFER OF SECURITIES
IN A BLOCK HAVING A LIQUIDATION  AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

         THE  HOLDER  OF THIS  SECURITY  AGREES  THAT IT WILL  COMPLY  WITH  THE
FOREGOING RESTRICTIONS.

         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  DECLARATION  TO CONFIRM  THAT THE  TRANSFER  COMPLIES  WITH THE
FOREGOING RESTRICTIONS.

         Certificate Number P-1                   20,000 Capital Securities
         [CUSIP NO. [_______]  **To be inserted at the request of the Holder]

                                December 14, 2006

             Certificate Evidencing Floating Rate Capital Securities

                                       of

                         First Bank Statutory Trust VII

               (liquidation amount $1,000.00 per Capital Security)

         First Bank  Statutory  Trust VII, a statutory  trust  created under the
laws of the State of Delaware (the  "Trust"),  hereby  certifies that Hare & Co.
(the "Holder"),  as the nominee of The Bank of New York, indenture trustee under
the  Indenture  dated as of December 14, 2006 among  Preferred  Term  Securities
XXIV,  Ltd.,  Preferred Term Securities  XXIV, Inc. and The Bank of New York, is
the registered owner of capital securities of the Trust  representing  undivided
beneficial  interests in the assets of the Trust,  (liquidation amount $1,000.00
per capital security) (the "Capital Securities"). Subject to the Declaration (as
defined below), the Capital Securities are transferable on the books and records
of the Trust in person or by a duly authorized attorney,  upon surrender of this
Certificate  duly  endorsed  and  in  proper  form  for  transfer.  The  Capital
Securities  represented  hereby are  issued  pursuant  to, and the  designation,
rights, privileges, restrictions,  preferences and other terms and provisions of
the Capital  Securities  shall in all respects be subject to, the  provisions of
the Amended and Restated  Declaration of Trust of the Trust dated as of December
14, 2006, among Terrance M. McCarthy,  Peter D. Wimmer and Lisa K. Vansickle, as
Administrators,  Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company,  as  Institutional  Trustee,  First Banks,  Inc.,  as Sponsor,  and the
holders from time to time of undivided beneficial interests in the assets of the
Trust,  including the designation of the terms of the Capital  Securities as set
forth in Annex I to such  amended and  restated  declaration  as the same may be
amended from time to time (the "Declaration"). Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration.  The Holder is
entitled to the benefits of the Guarantee to the extent  provided  therein.  The
Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture
to the  Holder  without  charge  upon  written  request  to the  Sponsor  at its
principal place of business.

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

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

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

                       Signatures appear on following page



<PAGE>


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

                                FIRST BANK STATUTORY TRUST VII



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


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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


                                WILMINGTON TRUST COMPANY,
                                as the Institutional Trustee


                                By:
                                   ---------------------------------------------
                                               Authorized Officer



<PAGE>


                      [FORM OF REVERSE OF CAPITAL SECURITY]

         Distributions  payable on each Capital  Security  will be payable at an
annual rate equal to 7.20%  beginning  on (and  including)  the date of original
issuance and ending on (but  excluding) the  Distribution  Payment Date in March
2007  and at an  annual  rate  for  each  successive  period  beginning  on (and
including)  the  Distribution  Payment Date in March 2007,  and each  succeeding
Distribution  Payment Date, and ending on (but  excluding)  the next  succeeding
Distribution  Payment  Date  (each a  "Distribution  Period"),  equal to 3-Month
LIBOR, determined as described below, plus 1.85% (the "Coupon Rate"), applied to
the stated liquidation amount of $1,000.00 per Capital Security, such rate being
the rate of interest  payable on the Debentures to be held by the  Institutional
Trustee.   Distributions  in  arrears  will  bear  interest  thereon  compounded
quarterly at the Distribution  Rate (to the extent permitted by applicable law).
The term "Distributions" as used herein includes cash distributions and any such
compounded  distributions unless otherwise noted. 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
available therefor. As used herein,  "Determination Date" means the date that is
two London  Banking Days (i.e.,  a business day in which dealings in deposits in
U.S.  dollars are  transacted  in the London  interbank  market)  preceding  the
commencement of the relevant Distribution Period. The amount of the Distribution
payable  for  any  Distribution  Period  will  be  calculated  by  applying  the
Distribution  Rate  to  the  stated   liquidation   amount  outstanding  at  the
commencement  of the  Distribution  Period on the basis of the actual  number of
days in the Distribution Period concerned divided by 360.

         "3-Month  LIBOR" as used  herein,  means the London  interbank  offered
interest rate for three-month  U.S. dollar deposits  determined by the Debenture
Trustee  in the  following  order  of  priority:  (i) the rate  (expressed  as a
percentage per annum) for U.S.  dollar  deposits  having a three-month  maturity
that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination  Date ("Telerate Page 3750" means the display  designated as "Page
3750" on the Moneyline  Telerate  Service or such other page as may replace Page
3750 on that  service or such other  service or services as may be  nominated by
the British  Bankers'  Association as the information  vendor for the purpose of
displaying  London interbank  offered rates for U.S. dollar  deposits);  (ii) if
such rate cannot be identified on the related  Determination Date, the Debenture
Trustee will request the principal  London  offices of four leading banks in the
London interbank market to provide such banks' offered quotations  (expressed as
percentages  per annum) to prime banks in the London  interbank  market for U.S.
dollar deposits having a three-month  maturity as of 11:00 a.m. (London time) on
such Determination Date. If at least two quotations are provided,  3-Month LIBOR
will be the  arithmetic  mean of such  quotations;  (iii) if fewer than two such
quotations are provided as requested in clause (ii) above, the Debenture Trustee
will  request  four  major New York City banks to provide  such  banks'  offered
quotations  (expressed as percentages  per annum) to leading  European banks for
loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination Date.
If at  least  two  such  quotations  are  provided,  3-Month  LIBOR  will be the
arithmetic mean of such  quotations;  and (iv) if fewer than two such quotations
are provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month
LIBOR determined with respect to the Distribution  Period immediately  preceding
such current  Distribution Period. If the rate for U.S. dollar deposits having a
three-month  maturity that  initially  appears on Telerate Page 3750 as of 11:00
a.m.  (London  time) on the  related  Determination  Date is  superseded  on the
Telerate  Page 3750 by a  corrected  rate by 12:00  noon  (London  time) on such
Determination  Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date.

         The Distribution  Rate for any  Distribution  Period will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

         All  percentages   resulting  from  any  calculations  on  the  Capital
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)).
<PAGE>

         Except as  otherwise  described  below,  Distributions  on the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year or if any such day is not a Business Day, then the next
succeeding Business Day (each such day, a "Distribution Payment Date") (it being
understood that interest accrues for any such non-Business  Day),  commencing on
the Distribution  Payment Date in March 2007. The Debenture Issuer has the right
under the Indenture to defer payments of interest on the Debentures,  so long as
no  Acceleration  Event of Default has occurred and is continuing,  by extending
the interest payment 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. During any Extension Period, interest will continue to
accrue on the Debentures,  and interest on such accrued  interest will accrue at
an annual rate equal to the Distribution  Rate in effect for each such Extension
Period, compounded quarterly from the date such interest would have been payable
were it not for the  Extension  Period,  to the  extent  permitted  by law (such
interest referred to herein as "Additional  Interest").  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 interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon);  provided,
                                                                       --------
however,  that no Extension Period may extend beyond the Maturity Date. Prior to
-------
the termination of any Extension Period, the Debenture Issuer may further extend
such  period,  provided  that such period  together  with all such  previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all accrued  and unpaid  interest  and
Additional  Interest,  the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements.  No interest or Additional Interest shall
be due and payable during an Extension  Period,  except at the end thereof,  but
each  installment  of interest  that would  otherwise  have been due and payable
during  such  Extension  Period  shall  bear  Additional  Interest.  During  any
Extension Period,  Distributions on the Capital Securities shall be deferred for
a period equal to the Extension  Period.  If  Distributions  are  deferred,  the
Distributions  due shall be paid on the date that the related  Extension  Period
terminates, to Holders of the Securities as they appear on the books and records
of the Trust on the record date immediately  preceding such date.  Distributions
on the Securities  must be paid on the dates payable (after giving effect to any
Extension  Period)  to the  extent  that the Trust has funds  available  for the
payment of such  distributions in the Property Account of the Trust. The Trust's
funds  available  for  Distribution  to the  Holders of the  Securities  will be
limited  to  payments  received  from  the  Debenture  Issuer.  The  payment  of
Distributions  out of moneys held by the Trust is  guaranteed  by the  Guarantor
pursuant to the Guarantee.

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



<PAGE>


                                   ASSIGNMENT

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


         --------------------------------------------------------------------

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

         --------------------------------------------------------------------


         --------------------------------------------------------------------



         (Insert address and zip code of assignee) and irrevocably appoints



         --------------------------------------------------------------------


         agent to transfer this Capital Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

         Date:
              ---------------------------------------

         Signature:
                   ----------------------------------

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

         Signature Guarantee:1



































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


<PAGE>

                                   EXHIBIT A-2

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

         UNLESS  THIS   CAPITAL   SECURITY  IS   PRESENTED   BY  AN   AUTHORIZED
REPRESENTATIVE  OF DTC TO  FIRST  BANK  STATUTORY  TRUST  VII OR ITS  AGENT  FOR
REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CAPITAL SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR 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"),  ANY STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES   LAW.   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 AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES  TO OFFER,  SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY (A) TO THE  SPONSOR OR THE TRUST,  (B)
PURSUANT TO A REGISTRATION  STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT,  (C) TO A  PERSON  WHOM THE  SELLER  REASONABLY  BELIEVES  IS A
QUALIFIED  INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A SO LONG AS THIS  SECURITY IS ELIGIBLE  FOR RESALE  PURSUANT TO RULE 144A IN
ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S.  PERSON IN AN OFFSHORE  TRANSACTION
IN ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE)  OF REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN THE
MEANING  OF  SUBPARAGRAPH  (A) OF RULE  501  UNDER  THE  SECURITIES  ACT THAT IS
ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL  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 (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES  ACT,  SUBJECT TO THE SPONSOR'S AND
THE  TRUST'S  RIGHT  PRIOR TO ANY SUCH  OFFER,  SALE OR  TRANSFER TO REQUIRE THE
DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION
SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY
OF WHICH MAY BE  OBTAINED  FROM THE SPONSOR OR THE TRUST.  HEDGING  TRANSACTIONS
INVOLVING  THIS  SECURITY MAY NOT BE  CONDUCTED  UNLESS IN  COMPLIANCE  WITH THE
SECURITIES ACT.

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

         THIS  SECURITY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING A LIQUIDATION  AMOUNT OF NOT LESS THAN  $100,000.00  (100 SECURITIES) AND
MULTIPLES OF $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED  TRANSFER OF SECURITIES
IN A BLOCK HAVING A LIQUIDATION  AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

         THE  HOLDER  OF THIS  SECURITY  AGREES  THAT IT WILL  COMPLY  WITH  THE
FOREGOING RESTRICTIONS.

         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  DECLARATION  TO CONFIRM  THAT THE  TRANSFER  COMPLIES  WITH THE
FOREGOING RESTRICTIONS.

         Certificate Number P-2                  30,000 Capital Securities
         [CUSIP NO. [_______]]

                                December 14, 2006

             Certificate Evidencing Floating Rate Capital Securities

                                       of

                         First Bank Statutory Trust VII

               (liquidation amount $1,000.00 per Capital Security)

         First Bank  Statutory  Trust VII, a statutory  trust  created under the
laws of the State of Delaware (the  "Trust"),  hereby  certifies that Cede & Co.
(the  "Holder")  is the  registered  owner of  capital  securities  of the Trust
representing  undivided  beneficial  interests  in  the  assets  of  the  Trust,
(liquidation amount $1,000.00 per capital security) (the "Capital  Securities").
Subject to the  Declaration  (as  defined  below),  the Capital  Securities  are
transferable  on the  books  and  records  of the  Trust in  person or by a duly
authorized  attorney,  upon surrender of this  Certificate  duly endorsed and in
proper form for transfer.  The Capital Securities  represented hereby are issued
pursuant to, and the designation, rights, privileges, restrictions,  preferences
and other terms and provisions of the Capital  Securities  shall in all respects
be subject to, the  provisions of the Amended and Restated  Declaration of Trust
of the Trust dated as of December 14, 2006, among Terrance M. McCarthy, Peter D.
Wimmer and Lisa K. Vansickle,  as Administrators,  Wilmington Trust Company,  as
Delaware  Trustee,  Wilmington Trust Company,  as Institutional  Trustee,  First
Banks,  Inc.,  as  Sponsor,  and the  holders  from  time  to time of  undivided
beneficial  interests in the assets of the Trust,  including the  designation of
the terms of the Capital  Securities as set forth in Annex I to such amended and
restated  declaration  as the  same  may be  amended  from  time  to  time  (the
"Declaration").  Capitalized  terms used herein but not  defined  shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Guarantee to the extent provided therein. The Sponsor will provide a copy of
the Declaration,  the Guarantee,  and the Indenture to the Holder without charge
upon written request to the Sponsor at its principal place of business.

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

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

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

                       Signatures appear on following page



<PAGE>


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

                               FIRST BANK STATUTORY TRUST VII



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


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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


                               WILMINGTON TRUST COMPANY,
                               as the Institutional Trustee


                               By:
                                  ----------------------------------------------
                                                  Authorized Officer



<PAGE>


                      [FORM OF REVERSE OF CAPITAL SECURITY]

         Distributions  payable on each Capital  Security  will be payable at an
annual rate equal to 7.20%  beginning  on (and  including)  the date of original
issuance and ending on (but  excluding) the  Distribution  Payment Date in March
2007  and at an  annual  rate  for  each  successive  period  beginning  on (and
including)  the  Distribution  Payment Date in March 2007,  and each  succeeding
Distribution  Payment Date, and ending on (but  excluding)  the next  succeeding
Distribution  Payment  Date  (each a  "Distribution  Period"),  equal to 3-Month
LIBOR, determined as described below, plus 1.85% (the "Coupon Rate"), applied to
the stated liquidation amount of $1,000.00 per Capital Security, such rate being
the rate of interest  payable on the Debentures to be held by the  Institutional
Trustee.   Distributions  in  arrears  will  bear  interest  thereon  compounded
quarterly at the Distribution  Rate (to the extent permitted by applicable law).
The term "Distributions" as used herein includes cash distributions and any such
compounded  distributions unless otherwise noted. 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
available therefor. As used herein,  "Determination Date" means the date that is
two London  Banking Days (i.e.,  a business day in which dealings in deposits in
U.S.  dollars are  transacted  in the London  interbank  market)  preceding  the
commencement of the relevant Distribution Period. The amount of the Distribution
payable  for  any  Distribution  Period  will  be  calculated  by  applying  the
Distribution  Rate  to  the  stated   liquidation   amount  outstanding  at  the
commencement  of the  Distribution  Period on the basis of the actual  number of
days in the Distribution Period concerned divided by 360.

         "3-Month  LIBOR" as used  herein,  means the London  interbank  offered
interest rate for three-month  U.S. dollar deposits  determined by the Debenture
Trustee  in the  following  order  of  priority:  (i) the rate  (expressed  as a
percentage per annum) for U.S.  dollar  deposits  having a three-month  maturity
that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination  Date ("Telerate Page 3750" means the display  designated as "Page
3750" on the Moneyline  Telerate  Service or such other page as may replace Page
3750 on that  service or such other  service or services as may be  nominated by
the British  Bankers'  Association as the information  vendor for the purpose of
displaying  London interbank  offered rates for U.S. dollar  deposits);  (ii) if
such rate cannot be identified on the related  Determination Date, the Debenture
Trustee will request the principal  London  offices of four leading banks in the
London interbank market to provide such banks' offered quotations  (expressed as
percentages  per annum) to prime banks in the London  interbank  market for U.S.
dollar deposits having a three-month  maturity as of 11:00 a.m. (London time) on
such Determination Date. If at least two quotations are provided,  3-Month LIBOR
will be the  arithmetic  mean of such  quotations;  (iii) if fewer than two such
quotations are provided as requested in clause (ii) above, the Debenture Trustee
will  request  four  major New York City banks to provide  such  banks'  offered
quotations  (expressed as percentages  per annum) to leading  European banks for
loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination Date.
If at  least  two  such  quotations  are  provided,  3-Month  LIBOR  will be the
arithmetic mean of such  quotations;  and (iv) if fewer than two such quotations
are provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month
LIBOR determined with respect to the Distribution  Period immediately  preceding
such current  Distribution Period. If the rate for U.S. dollar deposits having a
three-month  maturity that  initially  appears on Telerate Page 3750 as of 11:00
a.m.  (London  time) on the  related  Determination  Date is  superseded  on the
Telerate  Page 3750 by a  corrected  rate by 12:00  noon  (London  time) on such
Determination  Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date.

         The Distribution  Rate for any  Distribution  Period will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

         All  percentages   resulting  from  any  calculations  on  the  Capital
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)).
<PAGE>

         Except as  otherwise  described  below,  Distributions  on the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year or if any such day is not a Business Day, then the next
succeeding Business Day (each such day, a "Distribution Payment Date") (it being
understood that interest accrues for any such non-Business  Day),  commencing on
the Distribution  Payment Date in March 2007. The Debenture Issuer has the right
under the Indenture to defer payments of interest on the Debentures,  so long as
no  Acceleration  Event of Default has occurred and is continuing,  by extending
the interest payment 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. During any Extension Period, interest will continue to
accrue on the Debentures,  and interest on such accrued  interest will accrue at
an annual rate equal to the Distribution  Rate in effect for each such Extension
Period, compounded quarterly from the date such interest would have been payable
were it not for the  Extension  Period,  to the  extent  permitted  by law (such
interest referred to herein as "Additional  Interest").  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 interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon);  provided,
                                                                       --------
however,  that no Extension Period may extend beyond the Maturity Date. Prior to
-------
the termination of any Extension Period, the Debenture Issuer may further extend
such  period,  provided  that such period  together  with all such  previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all accrued  and unpaid  interest  and
Additional  Interest,  the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements.  No interest or Additional Interest shall
be due and payable during an Extension  Period,  except at the end thereof,  but
each  installment  of interest  that would  otherwise  have been due and payable
during  such  Extension  Period  shall  bear  Additional  Interest.  During  any
Extension Period,  Distributions on the Capital Securities shall be deferred for
a period equal to the Extension  Period.  If  Distributions  are  deferred,  the
Distributions  due shall be paid on the date that the related  Extension  Period
terminates, to Holders of the Securities as they appear on the books and records
of the Trust on the record date immediately  preceding such date.  Distributions
on the Securities  must be paid on the dates payable (after giving effect to any
Extension  Period)  to the  extent  that the Trust has funds  available  for the
payment of such  distributions in the Property Account of the Trust. The Trust's
funds  available  for  Distribution  to the  Holders of the  Securities  will be
limited  to  payments  received  from  the  Debenture  Issuer.  The  payment  of
Distributions  out of moneys held by the Trust is  guaranteed  by the  Guarantor
pursuant to the Guarantee.

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



<PAGE>


                                   ASSIGNMENT

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


         -------------------------------------------------------------------

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

         -------------------------------------------------------------------

         -------------------------------------------------------------------


         (Insert address and zip code of assignee) and irrevocably appoints

         -------------------------------------------------------------------


         agent to transfer this Capital Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

         Date:
              ---------------------------------------

         Signature:
                   ----------------------------------

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

         Signature Guarantee:2





































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

<PAGE>

                                   EXHIBIT A-3

                       FORM OF COMMON SECURITY CERTIFICATE

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

         THIS CERTIFICATE IS NOT TRANSFERABLE  EXCEPT IN COMPLIANCE WITH SECTION
8.1 OF THE DECLARATION.

         Certificate Number C-1                     1,547 Common Securities

                                December 14, 2006

             Certificate Evidencing Floating Rate Common Securities

                                       of

                         First Bank Statutory Trust VII

         First Bank  Statutory  Trust VII, a statutory  trust  created under the
laws of the State of Delaware (the "Trust"),  hereby certifies that First Banks,
Inc. (the  "Holder") is the registered  owner of common  securities of the Trust
representing  undivided  beneficial  interests  in the  assets of the Trust (the
"Common  Securities").  The  Common  Securities  represented  hereby  are issued
pursuant to, and the designation, rights, privileges, restrictions,  preferences
and other terms and provisions of the Common Securities shall in all respects be
subject to, the  provisions of the Amended and Restated  Declaration of Trust of
the Trust dated as of December 14, 2006,  among Terrance M.  McCarthy,  Peter D.
Wimmer and Lisa K. Vansickle,  as Administrators,  Wilmington Trust Company,  as
Delaware  Trustee,  Wilmington Trust Company,  as Institutional  Trustee,  First
Banks,  Inc.,  as  Sponsor,  and the  holders  from  time  to time of  undivided
beneficial  interest in the assets of the Trust including the designation of the
terms of the  Common  Securities  as set  forth in Annex I to such  amended  and
restated  declaration,  as the  same  may be  amended  from  time to  time  (the
"Declaration").  Capitalized  terms used herein but not  defined  shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Guarantee to the extent provided therein. The Sponsor will provide a copy of
the  Declaration,  the Guarantee and the Indenture to the Holder  without charge
upon written request to the Sponsor at its principal place of business.

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

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

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

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



<PAGE>


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

                                     FIRST BANK STATUTORY TRUST VII


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


<PAGE>


                      [FORM OF REVERSE OF COMMON SECURITY]

         Distributions  payable on each  Common  Security  will be payable at an
annual rate equal to 7.20%  beginning  on (and  including)  the date of original
issuance and ending on (but  excluding) the  Distribution  Payment Date in March
2007  and at an  annual  rate  for  each  successive  period  beginning  on (and
including)  the  Distribution  Payment Date in March 2007,  and each  succeeding
Distribution  Payment Date, and ending on (but  excluding)  the next  succeeding
Distribution  Payment  Date  (each a  "Distribution  Period"),  equal to 3-Month
LIBOR, determined as described below, plus 1.85% (the "Coupon Rate"), applied to
the stated liquidation amount of $1,000.00 per Common Security,  such rate being
the rate of interest  payable on the Debentures to be held by the  Institutional
Trustee.   Distributions  in  arrears  will  bear  interest  thereon  compounded
quarterly at the Distribution  Rate (to the extent permitted by applicable law).
The term "Distributions" as used herein includes cash distributions and any such
compounded  distributions unless otherwise noted. 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
available therefor. As used herein,  "Determination Date" means the date that is
two London  Banking Days (i.e.,  a business day in which dealings in deposits in
U.S.  dollars are  transacted  in the London  interbank  market)  preceding  the
commencement of the relevant Distribution Period. The amount of the Distribution
payable  for  any  Distribution  Period  will  be  calculated  by  applying  the
Distribution  Rate  to  the  stated   liquidation   amount  outstanding  at  the
commencement  of the  Distribution  Period on the basis of the actual  number of
days in the Distribution Period concerned divided by 360.

         "3-Month  LIBOR" as used  herein,  means the London  interbank  offered
interest rate for three-month  U.S. dollar deposits  determined by the Debenture
Trustee  in the  following  order  of  priority:  (i) the rate  (expressed  as a
percentage per annum) for U.S.  dollar  deposits  having a three-month  maturity
that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination  Date ("Telerate Page 3750" means the display  designated as "Page
3750" on the Moneyline  Telerate  Service or such other page as may replace Page
3750 on that  service or such other  service or services as may be  nominated by
the British  Bankers'  Association as the information  vendor for the purpose of
displaying  London interbank  offered rates for U.S. dollar  deposits);  (ii) if
such rate cannot be identified on the related  Determination Date, the Debenture
Trustee will request the principal  London  offices of four leading banks in the
London interbank market to provide such banks' offered quotations  (expressed as
percentages  per annum) to prime banks in the London  interbank  market for U.S.
dollar deposits having a three-month  maturity as of 11:00 a.m. (London time) on
such Determination Date. If at least two quotations are provided,  3-Month LIBOR
will be the  arithmetic  mean of such  quotations;  (iii) if fewer than two such
quotations are provided as requested in clause (ii) above, the Debenture Trustee
will  request  four  major New York City banks to provide  such  banks'  offered
quotations  (expressed as percentages  per annum) to leading  European banks for
loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination Date.
If at  least  two  such  quotations  are  provided,  3-Month  LIBOR  will be the
arithmetic mean of such  quotations;  and (iv) if fewer than two such quotations
are provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month
LIBOR determined with respect to the Distribution  Period immediately  preceding
such current  Distribution Period. If the rate for U.S. dollar deposits having a
three-month  maturity that  initially  appears on Telerate Page 3750 as of 11:00
a.m.  (London  time) on the  related  Determination  Date is  superseded  on the
Telerate  Page 3750 by a  corrected  rate by 12:00  noon  (London  time) on such
Determination  Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date.

         The Distribution  Rate for any  Distribution  Period will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

         All  percentages   resulting  from  any   calculations  on  the  Common
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)).
<PAGE>

         Except  as  otherwise  described  below,  Distributions  on the  Common
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year or if any such day is not a Business Day, then the next
succeeding Business Day (each such day, a "Distribution Payment Date") (it being
understood that interest accrues for any such non-Business  Day),  commencing on
the Distribution  Payment Date in March 2007. The Debenture Issuer has the right
under the Indenture to defer payments of interest on the Debentures,  so long as
no  Acceleration  Event of Default has occurred and is continuing,  by extending
the interest payment 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. During any Extension Period, interest will continue to
accrue on the Debentures,  and interest on such accrued  interest will accrue at
an annual rate equal to the Distribution  Rate in effect for each such Extension
Period, compounded quarterly from the date such interest would have been payable
were it not for the  Extension  Period,  to the  extent  permitted  by law (such
interest referred to herein as "Additional  Interest").  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 interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon);  provided,
                                                                       --------
however,  that no Extension Period may extend beyond the Maturity Date. Prior to
-------
the termination of any Extension Period, the Debenture Issuer may further extend
such  period,  provided  that such period  together  with all such  previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all accrued  and unpaid  interest  and
Additional  Interest,  the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements.  No interest or Additional Interest shall
be due and payable during an Extension  Period,  except at the end thereof,  but
each  installment  of interest  that would  otherwise  have been due and payable
during  such  Extension  Period  shall  bear  Additional  Interest.  During  any
Extension Period, Distributions on the Common Securities shall be deferred for a
period  equal to the  Extension  Period.  If  Distributions  are  deferred,  the
Distributions  due shall be paid on the date that the related  Extension  Period
terminates, to Holders of the Securities as they appear on the books and records
of the Trust on the record date immediately  preceding such date.  Distributions
on the Securities  must be paid on the dates payable (after giving effect to any
Extension  Period)  to the  extent  that the Trust has funds  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  Common   Securities   shall  be  redeemable  as  provided  in  the
Declaration.



<PAGE>


                                   ASSIGNMENT

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

         -------------------------------------------------------------------

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

         -------------------------------------------------------------------

         -------------------------------------------------------------------


         (Insert address and zip code of assignee) and irrevocably appoints





                                                                         agent
                          -----------------------------------------------
                          to transfer this Common Securit   Certificate  on  the
                          books of the Trust.  The agent may substitute  another
                          to act for him or her.

                          Date:
                               ------------------------------------

                          Signature:
                                    -------------------------------

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

                          Signature:
                                    -------------------------------

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

         Signature Guarantee3



































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


<PAGE>


                                    EXHIBIT B

                          SPECIMEN OF INITIAL DEBENTURE

                              (See Document No. 16)



<PAGE>



                                    EXHIBIT C

                               PLACEMENT AGREEMENT

                              (See Document No. 1)