EXHIBIT 4.2


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


                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  BY AND AMONG

                        U. S. BANK NATIONAL ASSOCIATION,
                            AS INSTITUTIONAL TRUSTEE,

                       COMMUNITY CAPITAL BANCSHARES, INC.,
                                   AS SPONSOR,

                                       AND

                       ROBERT E. LEE, DAVID J. BARANKO AND
                             CHARLES M. JONES, III,
                               AS ADMINISTRATORS,

                           DATED AS OF MARCH 26, 2003


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


<PAGE>
                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
ARTICLE I INTERPRETATION AND DEFINITIONS     62
Section 1.1.     Definitions.     62
                 -----------
ARTICLE II ORGANIZATION     68

  Section 2.1.     Name.     68
                   ----
  Section 2.2.     Office.     68
                   ------
  Section 2.3.     Purpose.     68
                   -------
  Section 2.4.     Authority.     68
                   ---------
  Section 2.5.     Title to Property of the Trust.     68
                   ------------------------------
  Section 2.6.     Powers and Duties of the Institutional Trustee and the
                   ------------------------------------------------------
                   Administrators.     69
                   --------------
  Section 2.7.     Prohibition of Actions by the Trust and the Institutional
                   ---------------------------------------------------------
                   Trustee.     72
                   -------
  Section 2.8.     Powers and Duties of the Institutional Trustee.     72
                   ----------------------------------------------
  Section 2.9.     Certain Duties and Responsibilities of the Institutional
                   --------------------------------------------------------
                   Trustee and Administrators.     74
                   --------------------------
  Section 2.10.    Certain Rights of Institutional Trustee.     75
                   ---------------------------------------
  Section 2.11.    Execution of Documents.     77
                   ----------------------
  Section 2.12.    Not Responsible for Recitals or Issuance of Securities.   77
                   ------------------------------------------------------
  Section 2.13.    Duration of Trust.     77
                   -----------------
  Section 2.14.    Mergers.     77
                   -------
ARTICLE III SPONSOR     79

  Section 3.1.     Sponsor's Purchase of Common Securities.     79
                   ---------------------------------------
  Section 3.2.     Responsibilities of the Sponsor.     79
                   -------------------------------
  Section 3.3.     Expenses.     79
                   --------
  Section 3.4.     Right to Proceed.     80
                   ----------------
ARTICLE IV INSTITUTIONAL TRUSTEE AND ADMINISTRATORS     80

  Section 4.1.     Institutional Trustee; Eligibility.     80
                   ----------------------------------
  Section 4.2.     Administrators.     80
                   --------------
  Section 4.3.     Appointment, Removal and Resignation of Institutional Trustee
                   -------------------------------------------------------------
                   and Administrators.     80
                   -----------------
  Section 4.4.     Institutional Trustee Vacancies.     82
                   -------------------------------
  Section 4.5.     Effect of Vacancies.     82
                   -------------------
  Section 4.6.     Meetings of the Institutional Trustee and the Administrators.
                   ------------------------------------------------------------
                   82
  Section 4.7.     Delegation of Power.     82
                   -------------------
  Section 4.8.     Conversion, Consolidation or Succession to Business.     82
                   ---------------------------------------------------
ARTICLE V DISTRIBUTIONS     83

  Section 5.1.     Distributions.     83
                   -------------
ARTICLE VI ISSUANCE OF SECURITIES     83

  Section 6.1.     General Provisions Regarding Securities.     83
                   ---------------------------------------
  Section 6.2.     Paying Agent, Transfer Agent and Registrar.     84
                   ------------------------------------------
  Section 6.3.     Form and Dating.     84
                   ---------------
  Section 6.4.     Mutilated, Destroyed, Lost or Stolen Certificates.     84
                   -------------------------------------------------
  Section 6.5.     Temporary Securities.     85
                 --------------------
  Section 6.6.     Cancellation.     85
                   ------------
  Section 6.7.     Rights of Holders; Waivers of Past Defaults.     85
                   -------------------------------------------


                                       i
<PAGE>
ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST     87

  Section 7.1.     Dissolution and Termination of Trust.     87
                   ------------------------------------
ARTICLE VIII TRANSFER OF INTERESTS     87

  Section 8.1.     General.     87
                   -------
  Section 8.2.     Transfer Procedures and Restrictions.     88
                   ------------------------------------
  Section 8.3.     Deemed Security Holders.     90
                   -----------------------
ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL
TRUSTEE OR OTHERS     90

  Section 9.1.     Liability.     90
                   ---------
  Section 9.2.     Exculpation.     91
                   -----------
  Section 9.3.     Fiduciary Duty.     91
                   --------------
  Section 9.4.     Indemnification.     92
                   ---------------
  Section 9.5.     Outside Businesses.     93
                   ------------------
  Section 9.6.     Compensation; Fee.     94
                   -----------------
ARTICLE X ACCOUNTING     94
  Section 10.1.    Fiscal Year.     94
                   -----------
  Section 10.2.    Certain Accounting Matters.     94
                   --------------------------
  Section 10.3.    Banking.     95
                   -------
  Section 10.4.    Withholding.     95
                   -----------

ARTICLE XI AMENDMENTS AND MEETINGS     95

  Section 11.1.    Amendments.     95
                   ----------
  Section 11.2.    Meetings of the Holders of Securities; Action by Written
                   --------------------------------------------------------
                   Consent.     97
                   -------

ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE     98

  Section 12.1.    Representations and Warranties of Institutional Trustee.
                   -------------------------------------------------------
                   98
ARTICLE XIII MISCELLANEOUS     98

  Section 13.1.     Notices.     98
                    -------
  Section 13.2.     Governing Law.     99
                    -------------
  Section 13.3.     Intention of the Parties.     99
                    ------------------------
  Section 13.4.     Headings.     100
                    --------
  Section 13.5.     Successors and Assigns.     100
                    ----------------------
  Section 13.6.     Partial Enforceability.     100
                    ----------------------
  Section 13.7.     Counterparts.     100
                    ------------




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


                                       ii
<PAGE>

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST
                                       OF

                       COMMUNITY CAPITAL STATUTORY TRUST I

                                 MARCH 26, 2003

     AMENDED  AND  RESTATED  DECLARATION  OF  TRUST  ("Declaration")  dated  and
                                                       -----------
effective  as  of  March  26,  2003,  by  the  Institutional Trustee (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  Institutional  Trustee,  the  Administrators and the Sponsor
established Community Capital Statutory Trust I (the "Trust"), a statutory trust
                                                      -----
under  the  Statutory Trust Act (as defined herein) pursuant to a Declaration of
Trust dated as of March 13, 2003 (the "Original Declaration"), and a Certificate
                                       --------------------
of  Trust filed with the Secretary of State of the State of Connecticut on March
13,  2003,  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 Institutional Trustee, 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
Institutional  Trustee declares 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:


                         INTERPRETATION AND DEFINITIONS

     DEFINITIONS.     Unless  the  context  otherwise  requires:
     -----------
     Capitalized terms used in this Declaration but not defined in the preamble
above  have  the  respective  meanings  assigned  to  them  in  this  0;

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

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

     all  references  in  this Declaration to Articles and Sections and Annexes
and  Exhibits  are  to Articles and Sections of and Annexes and Exhibits to this
Declaration  unless  otherwise  specified;  and


                                        1
<PAGE>
     a  reference  to  the  singular  includes  the  plural  and  vice  versa.

     "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 Robert E. Lee, David J. Baranko and Charles
      --------------
M.  Jones,  III,  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.

     "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.

     "Business  Day"  means any day other than Saturday, Sunday or any other day
      -------------
on  which  banking  institutions  in  New York City or Hartford, Connecticut are
permitted  or  required  by  any  applicable  law  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
Exhibit  A-1.

     "Capital  Treatment  Event"  has the meaning set forth in paragraph 4(a) of
      -------------------------
Annex  I.
     "Certificate"  means  any  certificate  evidencing  Securities.
      -----------

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


                                        2
<PAGE>
     "Common  Security  Certificate"  means  a  definitive  Certificate in fully
      -----------------------------
registered  form  representing  a  Common  Security substantially in the form of
Exhibit  A-2.

     "Company Indemnified Person" means (a) any Administrator; (b) any Affiliate
      --------------------------
of  any  Administrator;  (c)  any  officers,  directors,  shareholders, members,
partners,  employees, representatives or agents of any Administrator; or (d) any
officer,  employee  or  agent  of  the  Trust  or  its  Affiliates.

     "Corporate  Trust  Office" means the office of the Institutional Trustee at
      ------------------------
which  the  corporate  trust business of the Institutional Trustee shall, at any
particular  time,  be  principally  administered,  which  office  at the date of
execution  of  this Declaration is located at 225 Asylum Street, Goodwin Square,
Hartford,  Connecticut  06103.

     "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  Community  Capital  Bancshares, Inc., a Georgia
      -----------------
corporation,  in  its  capacity as issuer of the Debentures under the Indenture.

     "Debenture Trustee" means U. S. Bank National Association, 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  2033  to  be issued by the Debenture Issuer under the
Indenture.

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

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

     "Direct  Action"  has  the  meaning  set  forth  in  0.
      --------------

     "Distribution"  means  a  distribution  payable to Holders of Securities in
      ------------
accordance  with  0.

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

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

     "Distribution  Rate" means, for the period beginning on (and including) the
      ------------------
date  of original issuance and ending on (but excluding) June 26, 2003, the rate
per  annum of 4.41063%, and for the period beginning on (and including) June 26,
2003  and  thereafter,  the  Coupon  Rate.

     "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


                                        3
<PAGE>
     (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.

     "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 the Institutional Trustee, any
      ------------------------------
Affiliate  of  the  Institutional  Trustee  and  any  officers,  directors,
shareholders,  members,  partners,  employees,  representatives,  custodians,
nominees  or  agents  of  the  Institutional  Trustee.

     "Fiscal  Year"  has  the  meaning  set  forth  in  0.
      ------------

     "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  0.

     "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
      -----------


                                        4
<PAGE>
     "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:

     (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.
      ---

     "Paying  Agent"  has  the  meaning  specified  in  0.
      -------------

     "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  0(c).
      -----------------

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

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


                                        5
<PAGE>
     "Registrar"  has  the  meaning  set  forth  in  0.
      ---------

     "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.

     "Restricted  Securities  Legend"  has  the  meaning  set  forth  in  0.
      ------------------------------

     "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 Community Capital Bancshares, Inc., a Georgia corporation,
      -------
or  any  successor  entity  in  a  merger, consolidation or amalgamation, in its
capacity  as  sponsor  of  the  Trust.

     "Statutory  Trust  Act"  means  Chapter  615 of Title 34 of the Connecticut
      ---------------------
General  Statutes,  Sections  500,  et seq. as may be amended from time to time.

     "Successor  Entity"  has  the  meaning  set  forth  in  0.
      -----------------

     "Successor  Institutional  Trustee"  has  the  meaning  set  forth  in  0.
      ---------------------------------

     "Successor  Securities"  has  the  meaning  set  forth  in  0.
      ---------------------

     "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  0.
      ---------------


                                        6
<PAGE>
     "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).

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

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


                                  ORGANIZATION

     NAME.     The Trust is named "Community Capital Statutory Trust I," 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.

     OFFICE.     The  address  of the principal office of the Trust is c/o U. S.
     ------
Bank  National  Association,  225  Asylum  Street,  Goodwin  Square,  Hartford,
Connecticut  06103.  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.

     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.

     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 the Institutional Trustee in
accordance  with  its  powers  shall constitute the act of and serve to bind the
Trust.  In dealing with the Institutional Trustee acting on behalf of the Trust,
no  Person  shall be required to inquire into the authority of the Institutional
Trustee  to bind the Trust.  Persons dealing with the Trust are entitled to rely
conclusively  on  the  power  and  authority of the Institutional Trustee 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  0,  to perform those duties assigned to the
Administrators.

     TITLE TO PROPERTY OF THE TRUST.     Except as provided in 0 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.


                                        7
<PAGE>
     POWERS  AND  DUTIES  OF  THE  INSTITUTIONAL TRUSTEE AND THE ADMINISTRATORS.
     --------------------------------------------------------------------------

     _The Institutional Trustee 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  Institutional  Trustee 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
Institutional  Trustee  or  the  Administrators,  as the case may be, under this
Declaration,  and  to perform all acts in furtherance thereof, including without
limitation,  the  following:

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

               the  issuance  and  sale  of  the  Securities;

               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;

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

               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;

               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;

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

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

               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;

               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);

               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


                                        8
<PAGE>
               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.

               As  among  the  Institutional Trustee 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:

               the  establishment  of  the  Property  Account;

               the  receipt  of  the  Debentures;

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

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

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

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

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

               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  Connecticut;

               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

               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
          Connecticut  and of each other jurisdiction in which such existence is
          necessary  to  protect  the  limited  liability  of the Holders of the
          Capital  Securities  or to enable the Trust to effect the purposes for
          which  the  Trust  was  created.

          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.

     _So  long  as  this  Declaration  remains  in  effect,  the  Trust  (or the
Institutional Trustee 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 Institutional Trustee
nor  the  Administrators


                                        9
<PAGE>
may  cause  the Trust to (i) acquire any investments or engage in any activities
not  authorized  by  this  Declaration,  (ii)  sell, assign, transfer, exchange,
mortgage,  pledge,  set-off or otherwise dispose of any of the Trust Property or
interests  therein,  including  to Holders, except as expressly provided herein,
(iii)  take  any action that would 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.

     _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):

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

          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;

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

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

     _Notwithstanding  anything  herein  to the contrary, the Administrators 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.

     _All  expenses  incurred by the Administrators or the Institutional Trustee
pursuant  to  this  0  shall be reimbursed by the Sponsor, and the Institutional
Trustee  and  the  Administrators shall have no obligations with respect to such
expenses.

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


                                       10
<PAGE>
     _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.

     _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.

     PROHIBITION  OF  ACTIONS  BY  THE  TRUST  AND  THE  INSTITUTIONAL  TRUSTEE.
     --------------------------------------------------------------------------

     _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:

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

          acquire  any  assets  other  than  as  expressly  provided  herein;

          possess  Trust  Property  for  other  than  a  Trust  purpose;

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

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

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

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

          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.

     POWERS  AND  DUTIES  OF  THE  INSTITUTIONAL  TRUSTEE.
     ----------------------------------------------------

     _The  legal title to the Debentures shall be owned by and held of record in
the  name of the Institutional Trustee in trust for the benefit of the Trust 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


                                       11
<PAGE>
as  Institutional  Trustee  in accordance with 0.  Such vesting and cessation of
title  shall  be  effective whether or not conveyancing documents with regard to
the  Debentures  have  been  executed  and  delivered.

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

     _The  Institutional  Trustee  shall:

          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 0. Funds in the Property Account shall
     be  held  uninvested  until  disbursed in accordance with this Declaration;

          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

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

     _The  Institutional  Trustee 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.

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

          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

          a  Successor Institutional Trustee has been appointed and has accepted
     that  appointment  in  accordance  with  0.

                                       12
<PAGE>
     _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 0 in a
manner  that  is consistent with the purposes and functions of the Trust set out
in  0,  and  the  Institutional  Trustee  shall  not  take  any  action  that is
inconsistent  with  the  purposes  and  functions  of  the  Trust  set out in 0.

     CERTAIN  DUTIES  AND  RESPONSIBILITIES  OF  THE  INSTITUTIONAL  TRUSTEE AND
     ---------------------------------------------------------------------------
ADMINISTRATORS.
--------------

     _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 0), the Institutional
Trustee  shall  exercise  such  of  the  rights  and powers vested in it by this
Declaration,  and  use the same degree of care and skill in their exercise, as a
prudent  person  would exercise or use under the circumstances in the conduct of
his  or  her  own  affairs.

     _The  duties  and  responsibilities  of  the  Institutional Trustee and the
Administrators  shall  be  as provided by this Declaration.  Notwithstanding the
foregoing,  no  provision  of  this  Declaration shall require the Institutional
Trustee  or  Administrators 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
Institutional  Trustee  or  Administrators shall be subject to the provisions of
this  Article.  Nothing  in  this  Declaration  shall be construed to relieve an
Administrator  or the Institutional 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, the Institutional Trustee or an Administrator
has  duties  and  liabilities  relating  to  the  Trust  or  to the Holders, the
Institutional  Trustee or such Administrator shall not be liable to the Trust or
to any Holder for the Institutional 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  Institutional  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  Institutional  Trustee.

     _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 Institutional Trustee 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  0  does not limit the liability of the Institutional Trustee expressly set
forth  elsewhere  in  this  Declaration.

     _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:


                                       13
<PAGE>
          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;

          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;

          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;

          the  Institutional Trustee shall not be liable for any interest on any
     money  received  by it except as it may otherwise agree in writing with the
     Sponsor; and money held by the Institutional Trustee need not be segregated
     from  other  funds  held  by  it except in relation to the Property Account
     maintained  by  the  Institutional  Trustee pursuant to 0 and except to the
     extent  otherwise  required  by  law;  and

          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.

     CERTAIN  RIGHTS  OF INSTITUTIONAL TRUSTEE.     Subject to the provisions of
     -----------------------------------------
0:
     _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;

     _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 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;

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

     _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


                                       14
<PAGE>
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;

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

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

     _the  Institutional Trustee shall be under no obligation to exercise any of
the  rights  or  powers  vested  in  it  by  this  Declaration at the request or
direction  of  any  of  the  Holders  pursuant  to this Declaration, unless such
Holders  shall  have  offered to the Institutional Trustee security or indemnity
reasonably  satisfactory to it against the costs, expenses and liabilities which
might  be incurred by it in compliance with such request or direction; provided,
                                                                       --------
that  nothing  contained  in  this 0 shall be taken to relieve the Institutional
Trustee,  subject to 0, upon the occurrence of an Event of Default (that has not
been  cured  or  waived pursuant to Section 6.7), 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;

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

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

     _whenever  in  the  administration  of  this  Declaration the Institutional
Trustee  shall  deem  it  desirable  to  receive  instructions  with  respect to
enforcing  any  remedy  or  right  or  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;

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

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


                                       15
<PAGE>
     _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;

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

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

     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  Institutional  Trustee  or the Administrators, as the case may be, have the
power  and  authority  to  execute  pursuant  to  0.

     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 Institutional Trustee does not assume any
responsibility  for  their  correctness.  The  Institutional  Trustee  makes  no
representations as to the value or condition of the property of the Trust or any
part  thereof.  The  Institutional  Trustee  makes  no representations as to the
validity  or  sufficiency of this Declaration, the Debentures or the Securities.

     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.

     MERGERS.
     -------

     _The  Trust  may  not  consolidate,  amalgamate,  merge with or into, or be
replaced  by,  or  convey,  transfer  or  lease  its  properties  and  assets
substantially  as  an  entirety  to  any  corporation  or  other body, except as
described  in 0 and 0 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.

     _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:

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

               expressly  assumes  all of the obligations of the Trust under the
          Securities;  or


                                       16
<PAGE>
               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;

          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;

          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;

          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;

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

          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:

               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;

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

               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;

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

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

          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 0 to such transaction have been satisfied.

     _Notwithstanding 0, 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.


                                       17
<PAGE>
                                     SPONSOR

     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.

     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:

     _to  determine the States in which to take appropriate action 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; and

     _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.

     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:

     pay  all  reasonable  costs  and  expenses  owing  to the Debenture Trustee
pursuant  to  Section  6.6  of  the  Indenture;

     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 Institutional Trustee pursuant to the services to be provided
by  the Institutional Trustee under this Declaration or the fees and expenses of
the  Institutional  Trustee's  counsel  in  connection  with  the closing of the
transactions  contemplated  by  this  Declaration);  and

     _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


                                       18
<PAGE>
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.

     RIGHT  TO  PROCEED.     The  Sponsor  acknowledges the rights of Holders to
     ------------------
institute  a  Direct  Action  as  set  forth  in  0  hereto.


                    INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

     INSTITUTIONAL  TRUSTEE;  ELIGIBILITY.
     ------------------------------------
     _There  shall  at  all  times  be  one  Institutional  Trustee which shall:

          not  be  an  Affiliate  of  the  Sponsor;

          not  offer  or  provide credit or credit enhancement to the Trust; and

          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 0, 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.

     _If  at any time the Institutional Trustee shall cease to be eligible to so
act  under  0,  the Institutional Trustee shall immediately resign in the manner
and  with  the  effect  set  forth  in  0.

     _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.

     _The  initial  Institutional  Trustee  shall  be  U.  S.  Bank  National
Association.

     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 Robert E. Lee, David J. Baranko and Charles M. Jones, III.  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.

     APPOINTMENT,  REMOVAL  AND  RESIGNATION  OF  INSTITUTIONAL  TRUSTEE  AND
     ------------------------------------------------------------------------
ADMINISTRATORS.
     ---------

     _Notwithstanding  anything  to  the  contrary  in  this  Declaration,  no
resignation  or  removal  of  the  Institutional Trustee and no appointment of a
Successor  Institutional  Trustee  pursuant  to  this  Article  shall


                                       19
<PAGE>
become  effective  until  the  acceptance  of  appointment  by  the  Successor
Institutional  Trustee in accordance with the applicable requirements of this 0.

     Subject  to  the immediately preceding paragraph, the Institutional Trustee
may  resign  at  any time by giving written notice thereof to the Holders of the
Securities  and  by  appointing  a  Successor  Institutional  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,  its  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
----------------------
Institutional  Trustee  required  by this 0 shall not have been delivered to the
Institutional  Trustee  within  60  days  after  the  giving  of  such notice of
resignation  or delivery of the instrument of removal, the Institutional 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
Institutional Trustee.  Such court may thereupon, after prescribing such notice,
if  any,  as it may deem proper, appoint a Successor Institutional Trustee.  The
Institutional  Trustee  shall  have  no  liability  for  the  selection  of such
successor  pursuant  to  this  0.

     The  Institutional  Trustee  may  be removed by the act of the Holders of a
Majority  in  liquidation  amount  of  the  Capital Securities, delivered to the
Institutional Trustee (in its individual capacity and on behalf of the Trust) if
an Event of Default shall have occurred and be continuing.  If the Institutional
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  Institutional Trustee, shall promptly appoint a
Successor  Institutional Trustee, and such Successor Institutional Trustee shall
comply  with  the  applicable  requirements  of  this  0.  If  no  Successor
Institutional  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  0, within 30 days after delivery of an instrument of
removal,  any  Holder  who  has  been  a Holder of the Securities for at least 6
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  the Successor Institutional Trustee.  Such court may thereupon,
after  prescribing  such  notice,  if  any,  as  it  may  deem proper, appoint a
Successor  Institutional  Trustee.

     The  Institutional Trustee shall give notice of its resignation and removal
and  each appointment of a Successor Institutional Trustee to all Holders in the
manner  provided  in Section 13.1(d) and shall give notice to the Sponsor.  Each
notice  shall  include  the  name of the Successor Institutional Trustee and the
address  of  its  Corporate  Trust  Office.

     _In case of the appointment hereunder of a Successor Institutional Trustee,
the retiring Institutional Trustee and the Successor Institutional Trustee shall
execute  and  deliver  an  amendment  hereto wherein the Successor Institutional
Trustee  shall  accept  such  appointment  and  which  (i)  shall  contain  such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest  in, the Successor Institutional Trustee all the rights, powers, trusts and
duties  of the retiring Institutional Trustee with respect to the Securities and
the  Trust  and  (ii)  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 Institutional Trustee, it being
understood  that  nothing  herein  or  in  such  amendment shall constitute such
Institutional  Trustees  co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Institutional Trustee shall
become effective to the extent provided therein and each Successor Institutional
Trustee,  without  any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Institutional Trustee;
but,  on  request  of  the  Trust  or  any  Successor Institutional Trustee such
retiring  Institutional  Trustee shall duly assign, transfer and deliver to such
Successor  Institutional  Trustee  all  Trust Property, all proceeds thereof and
money  held by such retiring Institutional Trustee hereunder with respect to the
Securities  and  the  Trust.


                                       20
<PAGE>
     _No  Institutional Trustee shall be liable for the acts or omissions to act
of  any  Successor  Institutional  Trustee.

     _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  Holder  of  the  Common  Securities.

     INSTITUTIONAL TRUSTEE VACANCIES.     If the Institutional Trustee ceases to
     -------------------------------
hold  office  for any reason a vacancy shall occur.  A resolution certifying the
existence  of  such  vacancy  by  the  Institutional Trustee shall be conclusive
evidence  of  the existence of such vacancy.  The vacancy shall be filled with a
trustee  appointed  in  accordance  with  0.

     EFFECT  OF  VACANCIES.     The  death,  resignation,  retirement,  removal,
     ---------------------
bankruptcy,  dissolution, liquidation, incompetence or incapacity to perform the
duties  of the Institutional Trustee shall not operate to dissolve, terminate or
annul  the  Trust  or  terminate  this  Declaration.

     MEETINGS  OF THE INSTITUTIONAL TRUSTEE 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
Institutional  Trustee 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 Institutional Trustee
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 the Institutional Trustee or an Administrator, as the case may be,
at  a  meeting  shall constitute a waiver of notice of such meeting except where
the  Institutional  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 Institutional
Trustee  or the Administrators, as the case may be, may be taken at a meeting by
vote  of  the  Institutional  Trustee  or  a majority vote of 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 Institutional Trustee or the Administrators.
Meetings  of  the Institutional Trustee and the Administrators together shall be
held  from  time  to  time  upon  the  call  of  the Institutional Trustee or an
Administrator.

     DELEGATION  OF  POWER.
     ---------------------

     _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  0;  and

     _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.

CONVERSION,  CONSOLIDATION  OR SUCCESSION TO BUSINESS.     Any Person into which
-----------------------------------------------------
the  Institutional  Trustee  may  be  merged  or  converted  or  with


                                       21
<PAGE>
which  it  may  be  consolidated,  or  any  Person  resulting  from  any merger,
conversion or consolidation to which the Institutional Trustee shall be a party,
or  any  Person  succeeding  to  all  or  substantially  all the corporate trust
business  of  the  Institutional  Trustee  shall  be  the  successor  of  the
Institutional  Trustee  hereunder,  provided  such  Person  shall  be  otherwise
qualified  and  eligible  under this Article, without the execution or filing of
any  paper  or  any  further  act  on  the  part  of  any of the parties hereto.


                                  DISTRIBUTIONS

     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.
                   ------------


                             ISSUANCE OF SECURITIES

     GENERAL  PROVISIONS  REGARDING  SECURITIES.
     ------------------------------------------

     _The  Administrators  shall,  on  behalf  of the Trust, issue one series of
capital  securities  substantially  in  the  form  of  Exhibit  A-1 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.

     _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.

     _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.


                                       22
<PAGE>
     _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.

     _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.

     PAYING AGENT, TRANSFER AGENT AND REGISTRAR.     The Trust shall maintain in
     ------------------------------------------
Hartford,  Connecticut,  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.

     FORM AND DATING.     The Capital Securities and the Institutional Trustee's
     ---------------
certificate  of  authentication  thereon  shall  be substantially in the form of
Exhibit  A-1,  and  the  Common Securities shall be substantially in the form of
Exhibit  A-2,  each of which is hereby incorporated in and expressly made a part
of  this  Declaration.  Certificates  may  be  typed,  printed,  lithographed or
engraved  or  may be produced in any other manner as is reasonably acceptable to
the  Administrators,  as conclusively evidenced by their execution thereof.  The
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  Exhibit A-1 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 and A-2 are part of the
terms  of  this  Declaration  and  to  the  extent applicable, the Institutional
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.

     MUTILATED,  DESTROYED,  LOST  OR  STOLEN  CERTIFICATES.
     ------------------------------------------------------
     If:

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


                                       23
<PAGE>
     _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
0,  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.

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.

     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.

     RIGHTS  OF  HOLDERS;  WAIVERS  OF  PAST  DEFAULTS.
     -------------------------------------------------
     _The  legal  title  to  the  Trust  Property  is  vested exclusively in the
Institutional  Trustee  (in  its capacity as such) in accordance with 0, 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.
     _For  so  long  as  any  Capital  Securities remain outstanding, if upon an
Indenture  Event  of  Default, the Debenture Trustee fails or the holders of not
less  than 25% in principal amount of the outstanding Debentures fail to declare
the  principal  of  all of the Debentures to be immediately due and payable, the
Holders  of  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:


                                       24
<PAGE>
          the  Debenture Issuer has paid or deposited with the Debenture Trustee
     a  sum  sufficient  to  pay

               all  overdue  installments  of interest on all of the Debentures,

               any  accrued  Additional  Interest  on  all  of  the  Debentures,

               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

               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

               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,
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  0.

     _Except  as  otherwise  provided  in  paragraphs (a) and (b) of this 0, 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.


                                       25
<PAGE>
                      DISSOLUTION AND TERMINATION OF TRUST

     DISSOLUTION  AND  TERMINATION  OF  TRUST.
     ----------------------------------------
     _The  Trust  shall  dissolve  on  the  first  to  occur  of:

          unless  earlier  dissolved,  on  March 26, 2038, the expiration of the
     term  of  the  Trust;

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

          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;

          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;

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

          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

          before  the  issuance  of  any  Securities,  with  the  consent of the
     Institutional  Trustee  and  the  Sponsor.

     _As  soon as is practicable after the occurrence of an event referred to in
0(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  Connecticut.

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


                              TRANSFER OF INTERESTS

     GENERAL.
     -------

     _Subject  to 00, 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.


                                       26
<PAGE>
     _Upon  issuance  of  the  Common  Securities, the Sponsor shall acquire and
retain  beneficial and record ownership of the Common Securities and for so long
as  the Securities remain outstanding, the Sponsor shall maintain 100% ownership
of the Common Securities; provided, however, that any permitted successor of the
                          --------  -------
Sponsor, 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.

     _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.

     _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  0.  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.

     _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 15
days  before the day of any selection of Securities for redemption and ending at
the  close  of  business  on  the  earliest date on which the relevant notice of
redemption  is  deemed to have been given to all Holders of the Securities to be
redeemed,  or  (ii)  to  register  the  transfer  or exchange of any Security so
selected  for  redemption  in whole or in part, except the unredeemed portion of
any  Security  being  redeemed  in  part.

     TRANSFER  PROCEDURES  AND  RESTRICTIONS.
     ---------------------------------------

     _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 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.

     _Except  as  permitted  by  0(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:

          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


                                       27
<PAGE>
          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

                                       28
<PAGE>
          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.

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

     _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.

     _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.

     DEEMED  SECURITY  HOLDERS.     The  Trust,  the  Administrators,  the
     --------------------------
Institutional Trustee, 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 Institutional
Trustee, the Paying Agent, the Transfer Agent or the Registrar shall have actual
or  other  notice  thereof.


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

LIABILITY.
---------

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

          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


                                       29
<PAGE>
          required  to  pay  to the Trust or to any Holder of the Securities any
     deficit  upon  dissolution  of  the  Trust  or  otherwise.

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

     _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  Connecticut.

     EXCULPATION.
     -----------

     _No  Indemnified  Person  shall  be  liable,  responsible or accountable in
damages  or otherwise to the Trust or any Covered Person for any loss, damage or
claim  incurred  by  reason  of any act or omission performed or omitted by such
Indemnified  Person  in  good  faith on behalf of the Trust and in a manner such
Indemnified  Person  reasonably believed to be within the scope of the authority
conferred  on such Indemnified Person by this Declaration or by law, except that
an  Indemnified  Person  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.

     _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.

     FIDUCIARY  DUTY.
     ---------------

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

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

          _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

          _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.


                                       30
<PAGE>
     INDEMNIFICATION.
     ----------------

     _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.

     _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.

     _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 0, 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.

     _Any  indemnification  of  an Administrator under paragraphs (a) and (b) of
this  0  (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.

     _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 0 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  0.  Notwithstanding the
foregoing,  no  advance  shall  be  made


                                       31
<PAGE>
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 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.

     _The  Institutional  Trustee,  at the sole cost and expense of the Sponsor,
retains  the  right  to  representation  by  counsel  of its own choosing in any
action,  suit  or  any  other  proceeding  for  which  it  is  indemnified under
paragraphs (a) and (b) of this 0, without affecting its right to indemnification
hereunder  or  waiving  any  rights  afforded  to  it  under this Declaration or
applicable  law.

     _The  indemnification  and  advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this 0 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 0 is in
effect.  Any  repeal  or  modification  of this 0 shall not affect any rights or
obligations  then  existing.

     _The  Sponsor or the Trust may purchase and maintain insurance on behalf of
any  Person  who  is or was an Indemnified Person against any liability asserted
against  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  0.

     _For  purposes  of  this  0,  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 0 with respect to
the  resulting  or  surviving  entity  as  he  would  have  with respect to such
constituent  entity  if  its  separate  existence  had  continued.

     _The  indemnification  and  advancement of expenses provided by, or granted
pursuant  to,  this  0  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.

Outside  Businesses.     Any  Covered  Person, the Sponsor 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 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


                                       32
<PAGE>
Person,  the  Sponsor and the Institutional Trustee shall have the right to take
for  its own account (individually or as a partner or fiduciary) or to recommend
to  others  any  such  particular  investment  or other opportunity. Any Covered
Person  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.

Compensation;  Fee.     The  Sponsor  agrees:
------------------

    _to pay to the Institutional Trustee from time to time such compensation for
all  services  rendered  by it 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

     _except  as  otherwise  expressly  provided  herein,  to  reimburse  the
Institutional  Trustee  upon  request for all reasonable expenses, disbursements
and  advances  incurred  or made by the Institutional Trustee 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.  The provisions of this 0 shall survive the
dissolution  of  the  Trust  and  the

     termination  of  this  Declaration  and  the  removal or resignation of the
Institutional  Trustee.

     No  Institutional  Trustee  may claim any lien or charge on any property of
the  Trust  as  a  result  of  any  amount  due  pursuant  to  this  0.


                                   ACCOUNTING

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.
-----

Certain  Accounting  Matters.
----------------------------

     _At  all  times during the existence of the Trust, the Administrators shall
keep,  or  cause  to  be kept at the principal office of the Trust in the United
States, as defined for purposes of Treasury Regulations section 301.7701-7, full
books  of  account,  records  and  supporting  documents, which shall reflect in
reasonable  detail  each transaction of the Trust. The books of account shall be
maintained,  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.

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

     _The  Administrators,  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


                                       33
<PAGE>
     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.

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.

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.


                             AMENDMENTS AND MEETINGS

     AMENDMENTS.
     ----------

     _Except  as  otherwise  provided  in  this Declaration or by any applicable
terms  of  the  Securities,  this  Declaration  may only be amended by a written
instrument  approved  and  executed  by  the  Institutional  Trustee.

     _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:

          the  Institutional  Trustee  shall  have  first  received

          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

          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


                                       34
<PAGE>
          the  result  of  such  amendment  would  not  be  to

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

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

     _Except  as  provided  in 0(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.

     _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.

     _Sections  9.1(b)  and  9.1(c)  and this 0 shall not be amended without the
consent  of  all  of  the  Holders  of  the  Securities.

     _Article  III  shall not be amended without the consent of the Holders of a
Majority  in  liquidation  amount  of  the  Common  Securities.

     _The  rights  of  the Holders of the Capital Securities under Article IV to
appoint  and  remove  the Institutional Trustee shall not be amended without the
consent  of  the  Holders  of  a  Majority  in liquidation amount of the Capital
Securities.

     _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:

          cure  any  ambiguity;

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

          add  to  the covenants, restrictions or obligations of the Sponsor; or

          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  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.


                                       35
<PAGE>
     MEETINGS  OF  THE  HOLDERS  OF  SECURITIES;  ACTION  BY  WRITTEN  CONSENT.
     -------------------------------------------------------------------------

     _Meetings  of  the  Holders of any class of Securities may be called at any
time  by  the  Administrators (or as provided in the terms of the Securities) to
consider  and act on any matter on which Holders of such class of Securities are
entitled  to  act  under  the  terms  of  this  Declaration  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.

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

          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;

          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  Connecticut relating to
     proxies,  and  judicial  interpretations thereunder, as if the Trust were a
     Connecticut corporation and the Holders of the Securities were stockholders
     of a Connecticut 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

          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,
                       --------


                                       36
<PAGE>
     however, that each meeting shall be conducted in the United States (as that
     -------
     term  is  defined  in  Treasury  Regulations  section  301.7701-7).


                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE

     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:

     _the  Institutional  Trustee  is  a national banking association with trust
powers,  duly organized and validly existing under the laws of the United States
of  America  with trust power and authority to execute and deliver, and to carry
out  and  perform  its  obligations  under  the  terms  of,  this  Declaration;

     _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);

     _the  execution,  delivery  and  performance  of  this  Declaration  by the
Institutional  Trustee  does  not  conflict  with  or constitute a breach of the
charter  or  by-laws  of  the  Institutional  Trustee;  and

     _no  consent,  approval or authorization of, or registration with or notice
to,  any  state  or  federal  banking  authority  is required for the execution,
delivery  or  performance  by  the  Institutional  Trustee  of this Declaration.


                                  MISCELLANEOUS

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

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

          Community  Capital  Statutory  Trust  I
          c/o  Community  Capital  Bancshares,  Inc.
          2722  #1  Dawson  Road
          Albany,  Georgia  31707
          Attention:  David  J.  Baranko
          Telecopy:  229-446-2274

     _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):


                                       37
<PAGE>
          U.  S.  Bank  National  Association
          225 Asylum Street, Goodwin Square
          Hartford, Connecticut  06103
          Attention:  Vice President, Corporate Trust Services Division
          Telecopy:  860-244-1889

          With  a  copy  to:

          U.  S.  Bank  National  Association
          1  Federal  Street  -  3rd  Floor
          Boston,  Massachusetts  02110
          Attention:  Paul  D.  Allen,  Corporate  Trust  Services  Division
          Telecopy:  617-603-6665

     _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):

          Community Capital Bancshares, Inc.
          2722  #1  Dawson  Road
          Albany,  Georgia  31707
          Attention:  David  J.  Baranko
          Telecopy:  229-446-2274

     -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.

     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
Connecticut  and  all rights and remedies shall be governed by such laws without
regard  to the principles of conflict of laws of the State of Connecticut or any
other  jurisdiction  that  would  call  for  the  application  of the law of any
jurisdiction  other than the State of Connecticut; provided, however, that there
                                                   --------  -------
shall  not  be  applicable  to  the  Trust,  the  Institutional  Trustee or this
Declaration  any  provision  of  the  laws (statutory or common) of the State of
Connecticut  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.

     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.

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.


                                       38
<PAGE>
     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 Institutional Trustee shall bind and inure to the benefit
of  their  respective  successors  and  assigns,  whether  or  not so expressed.

     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.

     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 Institutional Trustee 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


                                       39
<PAGE>
     IN  WITNESS  WHEREOF,  the  undersigned  have  caused  these presents to be
executed  as  of  the  day  and  year  first  above  written.

                                  U. S. BANK NATIONAL ASSOCIATION,
                                  as Institutional Trustee


                                  By.   /s/ Paul D. Allen
                                     -----------------------------
                                        Name: Paul D. Allen
                                        Title:  Vice President


                                  COMMUNITY CAPITAL BANCSHARES, INC., as
                                  Sponsor


                                  By:   /s/David J. Baranko
                                     -----------------------------
                                       Name:  David J. Baranko
                                       Title:  CFO


                                  COMMUNITY CAPITAL STATUTORY TRUST I


                                  By:   /s/ David J. Baranko
                                     ------------------------------
                                       Administrator


                                  By:   /s/ Charles M. Jones, III
                                     ------------------------------
                                       Administrator


                                  By:   /s/ Robert E. Lee
                                     ------------------------------
                                       Administrator


                                       40
<PAGE>
                                     ANNEX I

                               TERMS OF SECURITIES

     Pursuant to 0 of the Amended and Restated Declaration of Trust, dated as of
March  26,  2003  (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)     4,000  Floating  Rate  Capital  Securities of Community Capital
Statutory  Trust  I  (the  "Trust"), with an aggregate stated liquidation amount
with  respect to the assets of the Trust of four million dollars ($4,000,000.00)
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 Exhibit A-1 to the Declaration, with such changes and additions thereto
or deletions therefrom as may be required by ordinary usage, custom or practice.

        (b)     124  Floating  Rate  Common  Securities  of  the  Trust  (the
"Common  Securities")  will  be  evidenced  by  Common  Security  Certificates
 ------------------
substantially  in  the form of Exhibit A-2 to the Declaration, with such changes
and  additions  thereto  or  deletions  therefrom as may be required by ordinary
usage,  custom  or  practice.

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

        (a)     Distributions  will be payable on each Security for the period
beginning  on  (and  including) the date of original issuance and ending on (but
excluding) June 26, 2003 at a rate per annum of 4.41063% and shall bear interest
for  each successive period beginning on (and including) June 26, 2003, and each
succeeding  Distribution  Payment  Date,  and ending on (but excluding) the next
succeeding  Distribution  Payment Date (each, a "Distribution Period") at a rate
                                                 -------------------
per  annum equal to the 3-Month LIBOR, determined as described below, plus 3.15%
(the "Coupon Rate"); provided, however, that prior to March 26, 2008, the Coupon
      -----------    --------  -------
Rate  shall not exceed 11.75%, 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. In the event that any date on which a Distribution
is  payable  on  the  Securities  is  not  a  Business  Day, then payment of the
Distribution payable on such date shall be made on the next succeeding day which
is  a  Business Day (and without any interest or other payment in respect of any
such  delay),  except  that,  if  such  Business  Day  is in the next succeeding
calendar  year, such payment shall be made on the immediately preceding Business
Day,  in  each  case  with the same force and effect as if made on the date such
payment  was  originally payable. 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  and  multiplying  each  such  amount by 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%


                                      I-1
<PAGE>
(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
26,  June  26, September 26 and December 26 of each year, commencing on June 26,
2003 (each a "Distribution Payment Date") 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  Indenture 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


                                      I-2
<PAGE>
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.

        (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 15 days before the relevant
Distribution  Payment Date. Distributions payable on any Securities that are not
punctually  paid  on any Distribution Payment Date, as a result of the Debenture
Issuer having failed to make a payment under the Debentures, as the case may be,
when due (taking into account any Extension Period), will cease to be payable to
the  Person  in whose name such Securities are registered on the relevant record
date,  and  such defaulted Distribution will instead be payable to the Person in
whose  name  such  Securities are registered on the special record date or other
specified date determined in accordance with the Indenture. If any date on which
Distributions  are payable on the Securities is not a Business Day, then payment
of the Distribution payable on such date will be made on the next succeeding day
that  is a Business Day (and without any interest or other payment in respect of
any  such  delay)  except  that,  if such Business Day is in the next succeeding
calendar  year, such payment shall be made on the immediately preceding Business
Day,  in  each  case  with  the same force and effect as if made on such payment
date.

        (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 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.


                                      I-3
<PAGE>
     If  a  Liquidation  of  the  Trust occurs as described in clause (i), (ii),
(iii)  or  (v)  in  0  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
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 0 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  March 26, 2033. The
Debentures  may be redeemed by the Debenture Issuer, in whole or in part, at any
Distribution  Payment  Date on or after March 26, 2008, 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


                                      I-4
<PAGE>
     Determination  Date  (as  defined  below).  "Telerate  Page 3750" means the
     display designated as "Page 3750" on the Dow Jones 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;

          (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  Coupon 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,  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.


                                      I-5
<PAGE>
     "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.

     "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  March  26,  2033.
      --------------
     "Redemption  Date"  shall  mean  the  date  fixed  for the redemption of
       ----------------
Capital  Securities,  which  shall  be  any  March  26, June 26, September 26 or
December  26  commencing  March  26,  2008.

     "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  any  March  26,  June 26, September 26 or
December  26.

     "Special  Redemption  Price"  means  (i)  107.5%  of the principal amount
      --------------------------
of the Debentures being redeemed on a Special Redemption Date that occurs before
March  26,  2008  and  (ii) 100% of the principal amount of the Debentures being
redeemed  on  a  Special Redemption Date that occurs on March 26, 2008 or after,
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


                                      I-6
<PAGE>
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.

                  (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  any date fixed for redemption of Securities is
          not  a  Business  Day,  then  payment  of any such Redemption Price or
          Special Redemption Price payable on such date will be made on the next
          succeeding  day  that  is  a Business Day (and without any interest or
          other  payment  in  respect  of  any  such delay) except that, if such
          Business  Day  falls  in  the next calendar year, such payment will be
          made  on the immediately preceding Business Day, in each case with the
          same force and effect as if made on such date fixed for redemption. If
          payment of the Redemption Price or Special Redemption Price 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


                                      I-7
<PAGE>
          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  15  days  before any selection for redemption of the Capital
          Securities and ending at the close of business on the earliest date on
          which  the  relevant notice of redemption is deemed to have been given
          to  all  Holders  of  the Capital Securities to be so redeemed or (ii)
          register  the  transfer  of  or  exchange  any  Capital  Securities so
          selected  for  redemption,  in  whole  or  in  part,  except  for  the
          unredeemed  portion  of any Capital Securities being redeemed in part.

                  (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 under the Indenture, the Sponsor or any of
          its  subsidiaries  may  at  any  time  and  from time to time purchase
          outstanding  Capital  Securities  by  tender, in the open market or by
          private  agreement.

          5.  Voting  Rights  -  Capital  Securities.
              --------------------------------------
             (a)     Except as provided under 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


                                      I-8
<PAGE>
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.

     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.


                                      I-9
<PAGE>
     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 0 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) 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 under the Declaration to the fullest extent
permitted  by  law,  any  Holder  of the Common Securities may institute a legal
proceeding  directly  against  any Person to enforce the Institutional Trustee's
rights  under  the  Declaration,  without  first  instituting a legal proceeding
against  the  Institutional  Trustee  or  any  other  Person.

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

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

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

         (a)     In  addition  to any requirements under Section 11.1 of the
Declaration,  if  any proposed amendment to the Declaration provides for, or the
Institutional  Trustee,  Sponsor  or Administrators otherwise


                                      I-10
<PAGE>
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
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


                                      I-11
<PAGE>
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.


                                      I-12
<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


                                      A-1-1
<PAGE>
     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.

     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                              4,000 Capital Securities
                                 March 26, 2003
             Certificate Evidencing Floating Rate Capital Securities
                                       of
                       Community Capital Statutory Trust I
               (liquidation amount $1,000.00 per Capital Security)

     Community  Capital  Statutory  Trust I, a statutory trust created under the
laws of the State of Connecticut (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 March 26, 2003 among Preferred Term Securities IX,
Ltd.,  Preferred  Term  Securities  IX,  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 March 26,
2003,  among  Robert  E.  Lee,  David  J.  Baranko and Charles M. Jones, III, as
Administrators,  U.  S.  Bank  National  Association,  as Institutional Trustee,
Community  Capital  Bancshares,  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.


                                      A-1-2
<PAGE>
     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 Connecticut, without regard to principles of conflict of
laws.

                       Signatures appear on following page


                                      A-1-3
<PAGE>
IN  WITNESS  WHEREOF,  the  Trust  has  duly  executed  this  certificate.

                                        COMMUNITY CAPITAL STATUTORY TRUST I



                                        By:_____________________________________
                                           Name:
                                           Title:  Administrator


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

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


                                        U. S. BANK NATIONAL ASSOCIATION,
                                        as the Institutional Trustee


                                        By:_____________________________________
                                                   Authorized Officer


                                      A-1-4
<PAGE>
                      [FORM OF REVERSE OF CAPITAL SECURITY]

     Distributions payable on each Capital Security will be payable at an annual
rate  equal  to  4.41063%  beginning  on  (and  including)  the date of original
issuance  and  ending on (but excluding) June 26, 2003 and at an annual rate for
each  successive  period  beginning  on  (and including) June 26, 2003, 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 3.15% (the "Coupon Rate");
provided,  however,  that  prior  to  March  26, 2008, the Coupon Rate shall not
--------   -------
exceed 11.75%, 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.  In  the  event that any date on which a Distribution is payable on this
Capital  Security  is  not  a  Business  Day, then a payment of the Distribution
payable on such date will be made on the next succeeding day which is a Business
Day  (and  without  any interest or other payment in respect of any such delay),
except  that, if such Business Day is in the next succeeding calendar year, such
payment  shall  be  made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally
payable.  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  and
multiplying  each  such  amount by 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
Dow  Jones  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  Coupon 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.


                                      A-1-5
<PAGE>
     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)).

     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 26, June 26, September 26 and
December  26 of each year, commencing on June 26, 2003. The Debenture Issuer has
the  right  under the Indenture to defer payments of interest on the Debentures,
so  long  as  no  Indenture  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.


                                      A-1-6
<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  Guarantee1




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


                                      A-1-7
<PAGE>
                                   EXHIBIT A-2

                       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                              124 Common Securities

                                 March 26, 2003

             Certificate Evidencing Floating Rate Common Securities

                                       of

                       Community Capital Statutory Trust I

     Community  Capital  Statutory  Trust I, a statutory trust created under the
laws  of the State of Connecticut (the "Trust"), hereby certifies that Community
Capital  Bancshares,  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 March 26, 2003, among
Robert E. Lee, David J. Baranko and Charles M. Jones, III, as Administrators, U.
S.  Bank  National  Association,  as  Institutional  Trustee,  Community Capital
Bancshares,  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 Connecticut, without regard to principles of
conflict  of  laws.


                                      A-2-1
<PAGE>
     IN  WITNESS  WHEREOF,  the  Trust  has  duly  executed  this  certificate.

                                             COMMUNITY CAPITAL STATUTORY TRUST I


                                             By:________________________________
                                                Name:
                                                Title: Administrator


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

     Distributions  payable on each Common Security will be payable at an annual
rate  equal  to  4.41063%  beginning  on  (and  including)  the date of original
issuance  and  ending on (but excluding) June 26, 2003 and at an annual rate for
each  successive  period  beginning  on  (and including) June 26, 2003, 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 3.15% (the "Coupon Rate");
provided,  however,  that  prior  to  March  26, 2008, the Coupon Rate shall not
  ------   -------
exceed  11.75%, 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.  In  the  event that any date on which a Distribution is payable on this
Common  Security  is  not  a  Business  Day,  then a payment of the Distribution
payable on such date will be made on the next succeeding day which is a Business
Day  (and  without  any interest or other payment in respect of any such delay),
except  that, if such Business Day is in the next succeeding calendar year, such
payment  shall  be  made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally
payable.  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  and
multiplying  each  such  amount by 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
Dow  Jones  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  Coupon 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.


                                      A-2-3
<PAGE>
     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)).

     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 26, June 26, September 26 and December 26
of  each  year,  commencing on June 26, 2003. The Debenture Issuer has the right
under  the Indenture to defer payments of interest on the Debentures, so long as
no  Indenture  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.


                                      A-2-4
<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  Guarantee2




--------------------------
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.


                                      A-2-5