EXHIBIT 10.2






                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  by and among

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                            as Institutional Trustee,

                       WELLS FARGO DELAWARE TRUST COMPANY,
                              as Delaware Trustee,

                        SOUTHCOAST FINANCIAL CORPORATION
                                   as Sponsor,

                                       and

          L. Wayne Pearson, Robert A. Daniel, Jr., and Robert M. Scott
                           as Administrative Trustees,

                             Dated as of May 3, 2002



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<Table>
<Caption>
                                TABLE OF CONTENTS
                                                                                                               Page


<S>                                                                                                            <C>
ARTICLE I             INTERPRETATION AND DEFINITIONS.............................................................1

         Section 1.1       Definitions...........................................................................1

ARTICLE II            ORGANIZATION...............................................................................7

         Section 2.1       Name..................................................................................7

         Section 2.2       Office................................................................................7

         Section 2.3       Purpose...............................................................................7

         Section 2.4       Authority.............................................................................8

         Section 2.5       Title to Property of the Trust........................................................8

         Section 2.6       Authorization to Enter into Certain Transactions......................................8

         Section 2.7       Prohibition of Actions by the Trust and the Administrative Trustees..................12

         Section 2.8       Powers and Duties of the Institutional Trustee.......................................12

         Section 2.9       Certain Duties and Responsibilities of the Institutional Trustee and
                           Administrative Trustees..............................................................13

         Section 2.10      Certain Rights of Institutional Trustee..............................................15

         Section 2.11      Execution of Documents...............................................................17

         Section 2.12      Not Responsible for Recitals or Issuance of Securities...............................17

         Section 2.13      Duration of Trust....................................................................17

         Section 2.14      Mergers..............................................................................17

ARTICLE III           SPONSOR...................................................................................19

         Section 3.1       Sponsor's Purchase of Common Securities..............................................19

         Section 3.2       Responsibilities of the Sponsor......................................................19

         Section 3.3       Expenses.............................................................................19

         Section 3.4       Right to Proceed.....................................................................20

ARTICLE IV            TRUSTEES..................................................................................20

         Section 4.1       Number of Trustees...................................................................20

         Section 4.2       Delaware Trustee.....................................................................20

         Section 4.3       Institutional Trustee; Eligibility...................................................20

         Section 4.4       Administrative Trustees..............................................................21

         Section 4.5       Appointment, Removal and Resignation of Institutional Trustee, Delaware
                           Trustee and Administrative Trustees..................................................21

         Section 4.6       Vacancies Among Trustees.............................................................23

         Section 4.7       Effect of Vacancies..................................................................23

         Section 4.8       Meetings of the Institutional Trustee and the Administrative Trustees................23

         Section 4.9       Delegation of Power..................................................................24

         Section 4.10      Conversion, Consolidation or Succession to Business..................................24


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                                TABLE OF CONTENTS
                                   (continued)

                                                                                                               Page

ARTICLE V             DISTRIBUTIONS.............................................................................25

         Section 5.1       Distributions........................................................................25

ARTICLE VI            ISSUANCE OF SECURITIES....................................................................25

         Section 6.1       General Provisions Regarding Securities..............................................25

         Section 6.2       Paying Agent, Transfer Agent and Registrar...........................................26

         Section 6.3       Form and Dating......................................................................26

         Section 6.4       Mutilated, Destroyed, Lost or Stolen Certificates....................................26

         Section 6.5       Temporary Securities.................................................................27

         Section 6.6       Cancellation.........................................................................27

         Section 6.7       Rights of Holders; Waivers of Past Defaults..........................................27

ARTICLE VII           DISSOLUTION AND TERMINATION OF TRUST......................................................29

         Section 7.1       Dissolution and Termination of Trust.................................................29

ARTICLE VIII          TRANSFER OF INTERESTS.....................................................................30

         Section 8.1       General..............................................................................30

         Section 8.2       Transfer Procedures and Restrictions.................................................30

         Section 8.3       Deemed Security Holders..............................................................32

ARTICLE IX            LIMITATION OF LIABILITY OF HOLDERS OF  SECURITIES, TRUSTEES OR OTHERS.....................33

         Section 9.1       Liability............................................................................33

         Section 9.2       Exculpation..........................................................................33

         Section 9.3       Fiduciary Duty.......................................................................34

         Section 9.4       Indemnification......................................................................34

         Section 9.5       Outside Businesses...................................................................36

         Section 9.6       Compensation; Fee....................................................................37

ARTICLE X             ACCOUNTING................................................................................37

         Section 10.1      Fiscal Year..........................................................................37

         Section 10.2      Certain Accounting Matters...........................................................37

         Section 10.3      Banking..............................................................................38

         Section 10.4      Withholding..........................................................................38

ARTICLE XI            AMENDMENTS AND MEETINGS...................................................................38

         Section 11.1      Amendments...........................................................................38

         Section 11.2      Meetings of the Holders of Securities; Action by Written Consent.....................40

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                                TABLE OF CONTENTS
                                   (continued)

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ARTICLE XII           REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE.............................41

         Section 12.1      Representations and Warranties of Institutional Trustee..............................41

         Section 12.2      Representations and Warranties of Delaware Trustee...................................41

ARTICLE XIII          MISCELLANEOUS.............................................................................42

         Section 13.1      Notices..............................................................................42

         Section 13.2      Governing Law........................................................................43

         Section 13.3      Intention of the Parties.............................................................43

         Section 13.4      Headings.............................................................................43

         Section 13.5      Successors and Assigns...............................................................43

         Section 13.6      Partial Enforceability...............................................................43

         Section 13.7      Counterparts.........................................................................44

EXHIBIT A-1  FORM OF CAPITAL SECURITY CERTIFICATE................................................................1

EXHIBIT A-2  FORM OF COMMON SECURITY CERTIFICATE.................................................................1

EXHIBIT B  SPECIMEN OF INITIAL DEBENTURE.........................................................................1

EXHIBIT C  PURCHASE AGREEMENT....................................................................................1
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                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                           SOUTHCOAST CAPITAL TRUST I

                                   May 3, 2002

         AMENDED AND RESTATED  DECLARATION  OF TRUST  ("Declaration")  dated and
effective as of May 3, 2002,  by the Trustees (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 Delaware  Trustee,  the  Administrative  Trustees and the
Sponsor established  Southcoast Capital Trust I (the "Trust"), a statutory trust
under the Business  Trust Act (as defined  herein)  pursuant to a Declaration of
Trust dated as of May 1, 2002 (the "Original Declaration"), and a Certificate of
Trust filed with the Secretary of State of the State of Delaware on May 1, 2002,
for the sole  purpose of issuing and  selling  certain  securities  representing
undivided  beneficial  interests  in the assets of the Trust and  investing  the
proceeds  thereof in certain  debentures  of the  Debenture  Issuer (as  defined
herein);

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

         WHEREAS,  the Trustees 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  Business  Trust Act and that
this Declaration  constitutes the governing  instrument of such statutory trust,
the Trustees  declare that all assets  contributed  to the Trust will be held in
trust for the  benefit  of the  holders,  from time to time,  of the  securities
representing  undivided  beneficial  interests in the assets of the Trust issued
hereunder,  subject to the  provisions of this  Declaration.  The parties hereto
hereby agree as follows:

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

Section 1.1       Definitions.  Unless the context otherwise requires:

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

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

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

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

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



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

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

         "Administrative  Trustees"  means each of L. Wayne  Pearson,  Robert A.
Daniel,   Jr.  and  Robert  M.  Scott  solely  in  such  Person's   capacity  as
Administrative  Trustee of the Trust created and continued  hereunder and not in
such Person's individual capacity, or such Administrative Trustee'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, NY,  Wilmington,  DE, Coral
Springs,  FL or Minneapolis,  MN are permitted or required by any applicable law
to close.

         "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code,
12 Delaware Code Sections 3801, et seq. as may be amended from time to time.

         "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-l.

         "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 Purchase Agreement.

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

         "Commission" means the Securities and Exchange Commission.



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

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

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

         "Corporate  Trust Office"  means (i) with respect to the  Institutional
Trustee,  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 210 North University Drive,  Coral Springs,  FL 33071,
Attn:  Manager-Corporate  Trust  Administration,  and (ii) with  respect  to the
Delaware  Trustee,  the office of the  Delaware  Trustee at which the  corporate
trust  business of the  Delaware  Trustee  shall,  at any  particular  time,  be
principally  administered,  which  office  at the  date  of  execution  of  this
Declaration  is  located  at One  Rodney  Square,  920 King  Street,  Suite 102,
Wilmington, DE 19801, Attention: Corporate Trust Administration.

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

         "Covered  Person"  means:  (a)  any  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  Southcoast  Financial  Corporation,  a South
Carolina  corporation,  in its  capacity as issuer of the  Debentures  under the
Indenture.

         "Debenture  Trustee" means Wells Fargo 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 2032 to be issued by the  Debenture  Issuer  under the
Indenture.

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

         "Delaware   Trustee"   means  the  Trustee   meeting  the   eligibility
requirements set forth in Section 4.2.

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

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

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

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

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



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         "Distribution  Rate" means, for the period beginning on (and including)
the date of original issuance and ending on (but excluding) July 1, 2002, 5.67%,
and for the period beginning on (and including) July 1, 2002 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

         (b) default by the Trust in the payment of any 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 Trustees 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 defaulting  Trustee or Trustees and to the Sponsor by the Holders of
at  least  25%  in  aggregate  liquidation  amount  of the  outstanding  Capital
Securities a written notice  specifying  such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default"  hereunder,
or

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

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

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

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

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

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

         "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 in the register  maintained by the Registrar  pursuant to
Section  6.2,  such Person  being a  beneficial  owner within the meaning of the
Business 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.



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

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

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

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

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

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

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

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

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

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

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

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

         (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 offer 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 Section 6.2.


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

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

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

         "Purchase  Agreement"  means the  Purchase  Agreement  relating  to the
purchase and sale of Capital Securities in the form of Exhibit C.

         "Quorum" means a majority of the  Administrative  Trustees or, if there
are only two Administrative Trustees, 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(f) of Annex I.

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

         "Registrar" has the meaning set forth in Section 6.2.

         "Responsible  Officer" means, with respect to the Institutional Trustee
or  Delaware  Trustee,  any officer  within the  Corporate  Trust  Office of the
Institutional  Trustee or Delaware  Trustee with direct  responsibility  for the
administration of this Declaration,  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 or  Delaware  Trustee  customarily  performing  functions
similar to those  performed  by any of the above  designated  officers  and also
means, with respect to a particular corporate trust matter, any other officer to
whom  such  matter  is  referred  because  of that  officer's  knowledge  of and
familiarity with the particular subject.

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

         "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

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

         "Securities" means the Common Securities and the Capital Securities.

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

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

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

         "Special  Redemption Price" has the meaning set forth in paragraph 4(a)
of Annex 1.

         "Sponsor"  means  Southcoast  Financial  Corporation,  a South Carolina
corporation, or any successor entity in a merger, consolidation or amalgamation,
in its capacity as sponsor of the Trust.

         "Successor Entity" has the meaning set forth in Section 2.14(b).



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         "Successor  Institutional Trustee" has the meaning set forth in Section
4.5(a).

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

         "Successor Securities" has the meaning set forth in Section 2.14(b).

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

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

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

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

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

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

         "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.

         "Trustees" means, collectively, the Institutional Trustee, the Delaware
Trustee and the Administrative Trustees.

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

                                   ARTICLE II

                                  ORGANIZATION

         Section 2.1 Name.  The Trust is named  "Southcoast  Capital Trust I" as
such  name may be  modified  from  time to time by the  Administrative  Trustees
following  written  notice to the  Holders  of the  Securities  and to the other
Trustees. The Trust's activities may be conducted under the name of the Trust or
any other name deemed advisable by the Administrative Trustees.

         Section 2.2 Office. The address of the principal office of the Trust is
c/o Wells Fargo Bank,  National  Association,  210 North University Drive, Coral
Springs, FL 33071,  Attention:  Manager-Corporate  Trust  Administration.  On at
least 10 Business Days written  notice to the Holders of the  Securities and the
Delaware Trustee,  the  Administrative  Trustees may designate another principal
office,  which  shall be in a state of the United  States or in the  District of
Columbia.

         Section 2.3 Purpose.  The exclusive purposes and functions of the Trust
are (a) to issue  and  sell the  Securities  representing  undivided  beneficial


                                       7
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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.  It is the intention of the parties hereto that
the Trust created hereby constitutes a statutory business trust under Chapter 38
of Title 12 of the Business  Trust Act and that this  document  constitutes  the
governing instrument of the Trust.

         Section 2.4  Authority.  The Sponsor  hereby  appoints  the Trustees as
trustees of the Trust,  to have all the rights,  powers and duties to the extent
set  forth  herein,  and  the  Trustees  hereby  accept  such  appointment.  The
Institutional  Trustee hereby  declares that it shall hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Holders.  The Administrative  Trustees shall have all rights,  powers and duties
set  forth  herein  and in  accordance  with  applicable  law  with  respect  to
accomplishing  the  purposes of the Trust.  The  Delaware  Trustee  shall not be
entitled to exercise any powers,  nor shall the Delaware Trustee have any of the
duties and  responsibilities of the Institutional  Trustee or the Administrative
Trustees set forth herein.  The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited  purpose of fulfilling  the  requirements  of
Section 3807 of the Business Trust Act.

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

         Section 2.6 Authorization to Enter into Certain Transactions..

         (a) The Trustees  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  Administrative  Trustees shall
have the authority to enter into all transactions  and agreements  determined by
the  Administrative  Trustees to be  appropriate  in exercising  the  authority,
express  or  implied,  otherwise  granted  to the  Institutional  Trustee or the
Administrative  Trustees,  as the case may be,  under this  Declaration,  and to
perform all acts in  furtherance  thereof,  including  without  limitation,  the
following:

                  (i) As among the Trustees, each Administrative Trustee, acting
         singly or jointly,  shall have the power and authority to act on behalf
         of the Trust with respect to the following matters:

                           (A) the issuance and sale of the Securities;

                           (B) to cause the Trust to enter into,  and to execute
                  and deliver on behalf of the Trust,  such agreements as may be
                  necessary  or desirable  in  connection  with the purposes and
                  function of the Trust,  including  agreements  with the Paying
                  Agent;

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

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



                                       8
<Page>

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

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

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

                           (H) unless  otherwise  determined by the Holders of a
                  Majority  in  liquidation  amount  of  the  Securities  or  as
                  otherwise  required by the  Business  Trust Act, to execute on
                  behalf of the Trust (either  acting alone or together with any
                  or all of the Administrative  Trustees) any documents that the
                  Administrative  Trustees have the power to execute pursuant to
                  this Declaration;

                           (I)  the  taking  of  any  action  incidental  to the
                  foregoing as the Administrative Trustees may from time to time
                  determine  is  necessary  or  advisable  to give effect to the
                  terms  of this  Declaration  for the  benefit  of the  Holders
                  (without consideration of the effect of any such action on any
                  particular Holder);

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

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

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

                           (M) 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  each  jurisdiction   (other  than
                  Delaware) in which such  existence is necessary to protect the
                  limited liability of the Holders of the Capital  Securities or
                  to enable the Trust to effect the purposes for which the Trust
                  was created.

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

                           (A) the establishment of the Property Account;

                           (B) the receipt of the Debentures;

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

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



                                       9
<Page>

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

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

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

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

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

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

                  (iii)  The  Institutional  Trustee  shall  have the  power and
         authority  to act on  behalf of the Trust  with  respect  to any of the
         duties,  liabilities,  powers or the  authority  of the  Administrative
         Trustees  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 be fully protected in so
         acting;  and in the  event of a  conflict  between  the  action  of the
         Administrative  Trustees and the action of the  Institutional  Trustee,
         the action of the Institutional Trustee shall prevail.

         (b) So long as this  Declaration  remains in effect,  the Trust (or the
Trustees  acting on behalf of the  Trust)  shall  not  undertake  any  business,
activities or transaction  except as expressly  provided  herein or contemplated
hereby. In particular,  the Institutional  and  Administrative  Trustees may not
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 (or in the case of the
Institutional  Trustee, to the actual knowledge of a Responsible Officer,  would
cause) the Trust to fail or cease to  qualify  as a  "grantor  trust" for United
States  federal  income tax  purposes  or (y) to require  (or in the case of the
Institutional  Trustee, to the actual knowledge of a Responsible Officer,  would
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 Administrative  Trustees shall, at the
sole cost and expense of the Trust, defend all claims and demands of all Persons
at any  time  claiming  any lien on any of the  Trust  Property  adverse  to the
interest of the Trust or the Holders in their capacity as Holders.

         (c) In connection with the issuance and sale of the Capital Securities,
the  Sponsor  shall have the right and  responsibility  to assist the Trust with
respect  to, or effect on behalf of the Trust,  the  following  (and any actions


                                       10
<Page>

taken by the Sponsor in furtherance  of the following  prior to the date of this
Declaration are hereby ratified and confirmed in all respects):

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

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

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

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

         (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees  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 Administrative  Trustees 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  Administrative  Trustees  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  Administrative
Trustees  and the  Holders of a  Majority  in  liquidation  amount of the Common
Securities  determines in their discretion to be necessary or desirable for such
purposes.

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

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

         (g)  Except  as  provided  in  Section  2.5,  legal  title to all Trust
Property  shall be  vested  at all times in the  Institutional  Trustee  (in its
capacity  as  such)  and  shall be held and  administered  by the  Institutional
Trustee for the benefit of the Trust in accordance with this Declaration.

         (h) If any  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
such  Trustee or to such Holder,  then and in every such case the  Sponsor,  the
Trustees 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  Trustees  and the  Holders  shall
continue as though no such proceeding had been instituted.



                                       11
<Page>

         Section 2.7 Prohibition of Actions by the Trust and the  Administrative
Trustees.

         (a) The Trust shall not, and the  Administrative  Trustees  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  Administrative
Trustees shall cause the Trust not to:

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

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

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

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

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

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

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

                  (viii) other than as provided in this  Declaration  (including
         Annex I), (A) direct the time, method and place of exercising any trust
         or power  conferred  upon the  Debenture  Trustee  with  respect to the
         Debentures,  (B)  waive any past  default  that is  waivable  under the
         Indenture,  (C) exercise any right to rescind or annul any  declaration
         that the principal of all the Debentures  shall be due and payable,  or
         (D)  consent  to any  amendment,  modification  or  termination  of the
         Indenture or the Debentures where such consent shall be required unless
         the Trust shall have  received an 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.

         Section 2.8 Powers and Duties of the Institutional Trustee.

         (a) The  legal  title to the  Debentures  shall be owned by and held of
record in the name of the Institutional  Trustee in trust for the benefit of the
Trust and the Holders of the  Securities.  The right,  title and interest of the
Institutional  Trustee to the Debentures shall vest automatically in each Person
who may  hereafter be  appointed as  Institutional  Trustee in  accordance  with
Section 4.5. Such vesting and  cessation of title shall be effective  whether or
not conveyancing  documents with regard to the Debentures have been executed and
delivered.

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

         (c) The Institutional Trustee shall:

                  (i) establish and maintain a segregated  non-interest  bearing
         trust  account  (the  "Property  Account") in the name of and under the
         exclusive control of the Institutional  Trustee,  and maintained in the
         Institutional  Trustee's trust department,  on behalf of the Holders of
         the  Securities  and,  upon the  receipt of  payments  of funds made in


                                       12
<Page>

         respect of the Debentures held by the  Institutional  Trustee,  deposit
         such funds into the Property  Account and make  payments,  or cause the
         Paying Agent to make payments, to the Holders of the Capital Securities
         and  Holders  of the Common  Securities  from the  Property  Account in
         accordance  with Section 5.1.  Funds in the Property  Account  shall be
         held uninvested until disbursed in accordance with this Declaration;

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

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

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

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

                  (i) the Trust has been completely  liquidated and the proceeds
         of the  liquidation  distributed  to  the  Holders  of  the  Securities
         pursuant to the terms of the Securities and this Declaration; or

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

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

         Section 2.9 Certain Duties and  Responsibilities  of the  Institutional
Trustee and Administrative Trustees .

         (a) The  Institutional  Trustee,  before the occurrence of any Event of
Default and after the curing or waiving of all such  Events of Default  that may


                                       13
<Page>

have occurred,  shall undertake to perform only such duties as are  specifically
set forth in this  Declaration and no implied  covenants shall be read into this
Declaration  against the Institutional  Trustee. In case an Event of Default has
occurred  (that has not been  cured or waived  pursuant  to  Section  6.7),  the
Institutional  Trustee shall exercise such of the rights and powers vested in it
by this  Declaration,  and use the  same  degree  of care  and  skill  in  their
exercise,  as a prudent person would exercise or use under the  circumstances in
the conduct of his or her own affairs.

         (b) The duties and  responsibilities  of the Institutional  Trustee and
the  Administrative  Trustees  shall be as provided by this  Declaration  and no
implied duties or  responsibilities  shall be read into this Declaration against
the Institutional  Trustee or the Administrative  Trustees.  Notwithstanding the
foregoing,  no provision of this  Declaration  shall  require the  Institutional
Trustee  or the  Administrative  Trustees  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.  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 the Administrative Trustees shall be subject to the
provisions of this Article.  Nothing in this  Declaration  shall be construed to
relieve an Administrative  Trustee or the  Institutional  Trustee from liability
for its own negligent act, its own negligent  failure to act, or its own willful
misconduct;  provided,  however,  under no circumstance  shall the Institutional
Trustee be liable for indirect or consequential  damages. To the extent that, at
law or in equity,  the Institutional  Trustee or an  Administrative  Trustee has
duties  and  liabilities   relating  to  the  Trust  or  to  the  Holders,   the
Institutional Trustee or such Administrative  Trustee shall not be liable to the
Trust or to any Holder for the  Institutional  Trustee's or such  Administrative
Trustee'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  Administrative   Trustees  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  Administrative
Trustees or the Institutional Trustee.

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

         (d) The  Institutional  Trustee shall not be liable for its own acts or
omissions  hereunder  except as a result of its own  negligent  action,  its own
negligent  failure to act, or its own  willful  misconduct  (provided,  however,
under no circumstance shall the Institutional  Trustee be liable for indirect or
consequential damages), except that:

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

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



                                       14
<Page>

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

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

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

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

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

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

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

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

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



                                       15
<Page>

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

         (g) the Institutional  Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this  Declaration  at the request or
direction  of any of the  Holders  pursuant  to this  Declaration,  unless  such
Holders shall have offered to the  Institutional  Trustee  security or indemnity
reasonably  satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;  provided,
that nothing  contained in this  Section  2.10(g)  shall be taken to relieve the
Institutional  Trustee,  subject to section  2.9(b),  upon the  occurrence of an
Event of Default  (that has not been cured or waived),  to exercise  such of the
rights and powers vested in it by this  Declaration,  and use the same degree of
care and skill in their  exercise,  as a prudent  person  would  exercise or use
under the circumstances in the conduct of his or her own affairs;

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

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

         (j)   whenever  in  the   administration   of  this   Declaration   the
Institutional  Trustee  shall deem it  desirable  to receive  instructions  with
respect to enforcing  any remedy or right or taking any other  action  hereunder
the Institutional  Trustee (i) may request  instructions from the Holders of the
Trust 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;

         (k) 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;

         (l) 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;

         (m)  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



                                       16
<Page>

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

         Section 2.11  Execution of Documents.  Except as otherwise  required by
the Business  Trust Act, the  Institutional  Trustee,  or any one or more of the
Administrative  Trustees, as the case may be, is authorized to execute on behalf
of the Trust any documents that the Institutional  Trustee or any one or more of
the Administrative Trustees, as the case may be, have the power and authority to
execute pursuant to Section 2.6.

         Section 2.12 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.

         Section 2.13 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.

         Section 2.14 Mergers.

         (a) The Trust may not consolidate,  amalgamate,  merge with or into, or
be  replaced  by,  or  convey,  transfer  or lease  its  properties  and  assets
substantially  as an  entirety  to any  corporation  or other  body,  except  as
described  in  Section  2.14(b)  and (c)  and  except  in  connection  with  the
liquidation  of the Trust and the  distribution  of the Debentures to Holders of
Securities  pursuant to Section  7.l(a)(iv) of the  Declaration  or Section 4 of
Annex I.

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

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

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

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

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



                                       17
<Page>

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

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

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

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

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

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

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

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

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

                  (ix)  prior to such  merger,  consolidation,  amalgamation  or
         replacement, the Institutional Trustee shall have received an Officers'
         Certificate of the  Administrative  Trustees and an opinion of counsel,
         each to the effect that all  conditions  precedent  under this  Section
         2.14(b) to such transaction have been satisfied.

         (c) Notwithstanding  Section 2.14(b),  the Trust shall not, except with
the  consent  of  Holders  of  100%  in  aggregate  liquidation  amount  of  the
Securities,  consolidate,  amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate,  amalgamate,  merge with
or  into,  or  replace  it  if  such  consolidation,   amalgamation,  merger  or
replacement  would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes.



                                       18
<Page>

                                  ARTICLE III

                                     SPONSOR

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

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

         (a) 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

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

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

         (a) pay all  reasonable  costs and expenses  relating to the  offering,
sale and issuance of the  Debentures,  including  compensation  of the Debenture
Trustee under the Indenture in accordance with the provisions of the Indenture;

         (b) be responsible for and shall pay all debts and  obligations  (other
than with  respect to the  Securities)  and all costs and  expenses of the Trust
(including, but not limited to, costs and expenses relating to the organization,
maintenance  and dissolution of the Trust),  the offering,  sale and issuance of
the Securities (including fees to the placement agents in connection therewith),
the fees and expenses  (including  reasonable  counsel fees and expenses) of the
Institutional Trustee, the Delaware Trustee and the Administrative Trustees, 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; and

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

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



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<Page>

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

                                   ARTICLE IV

                                    TRUSTEES

         Section 4.1 Number of Trustees.

         The number of Trustees initially shall be five (5), and:

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

         (b) after the issuance of any Securities, the number of Trustees may be
increased  or  decreased  by vote of the  Holders of a Majority  in  liquidation
amount  of the  Securities  voting  separately  as a class at a  meeting  of the
Holders of the Common Securities and the Capital  Securities;  provided however,
that the  number of  Trustees  shall in no event be less than two (2);  provided
further that (1) one Trustee shall be the Delaware  Trustee,  (2) there shall be
at least one Trustee who is an employee or officer of, or is affiliated with the
Sponsor;  and (3) one  Trustee  shall  be the  Institutional  Trustee,  and such
Trustee  may  also  serve  as  Delaware  Trustee  if  it  meets  the  applicable
requirements.

         Section 4.2 Delaware Trustee.

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

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

         (b) if not a natural person, an entity which has its principal place of
business in the State of  Delaware,  and  otherwise  meets the  requirements  of
applicable law.

         The  initial  Delaware  Trustee  shall be Wells  Fargo  Delaware  Trust
Company, a Delaware corporation.

         Section 4.3 Institutional Trustee; Eligibility.

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

                  (i) not be an Affiliate of the Sponsor,

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

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



                                       20
<Page>

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

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

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

         Section 4.4 Administrative Trustees.

         (a) Except as expressly set forth in this  Declaration  and except if a
meeting of the Administrative Trustees is called with respect to any matter over
which  the  Administrative  Trustees  have  power  to  act,  any  power  of  the
Administrative  Trustees  may be  exercised  by, or with the consent of, any one
such Administrative Trustee.

         (b) Unless otherwise  determined by the  Administrative  Trustees,  and
except as otherwise  required by the Business  Trust Act or applicable  law, any
Administrative  Trustee  is  authorized  to  execute  on behalf of the Trust any
documents  which the  Administrative  Trustees  have the power and  authority to
cause the Trust to execute pursuant to Section 2.6(a)(i).

         (c) An Administrative Trustee may, by power of attorney consistent with
applicable  law,  delegate to any other natural person over the age of 21 his or
her power for the  purposes of signing any  documents  which the  Administrative
Trustees  have power and  authority  to cause the Trust to execute  pursuant  to
Section 2.6(a)(i).

         Section 4.5  Appointment,  Removal  and  Resignation  of  Institutional
Trustee, Delaware Trustee and Administrative Trustees.

         (a)  Notwithstanding  anything to the contrary in this Declaration,  no
resignation or removal of the Institutional  Trustee or the Delaware Trustee and
no  appointment  of a  Successor  Institutional  Trustee or  Successor  Delaware
Trustee,  as the case may be,  pursuant to this Article  shall become  effective
until the acceptance of appointment  by the Successor  Institutional  Trustee or
Successor  Delaware  Trustee,  as the  case  may  be,  in  accordance  with  the
applicable requirements of this Section 4.5.

         Subject  to the  immediately  preceding  paragraph,  the  Institutional
Trustee or the Delaware  Trustee,  as the case may be, may resign at any time by
giving written notice thereof to the Holders of the Securities and by appointing
a Successor Institutional Trustee or Successor Delaware Trustee, as the case may
be. 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  Administrative  Trustees,  and
selecting  the  Person  who  agrees to the  lowest  expenses  and  charges  (the
"Successor  Institutional  Trustee").  Upon  the  resignation  of  the  Delaware
Trustee,  the Delaware  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  Delaware  Trustee on a form  provided by the
Administrative  Trustees,  and  selecting  the  Person  who agrees to the lowest
expenses and charges (the "Successor  Delaware  Trustee").  Notwithstanding  the
foregoing,  the  Delaware  Trustee  may resign at any time and  appoint a single
Successor Delaware Trustee that is an Affiliate of the Institutional Trustee and
otherwise  meets the  eligibility  requirements  set forth in Section 4.2, which
Successor  Delaware Trustee shall be deemed to be acceptable in all respects for
purposes of this Declaration and the transactions  contemplated  hereby.  If the
instrument of acceptance  by the  Successor  Institutional  Trustee or Successor


                                       21
<Page>

Delaware  Trustee,  as the case may be,  required by this  Section 4.5 shall not
have been delivered to the Institutional Trustee or the Delaware Trustee, as the
case may be,  within 45 days after the giving of such notice of  resignation  or
delivery of the instrument of removal, the Institutional Trustee or the Delaware
Trustee,  as the case may be, 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 or Successor Delaware Trustee,
as the case may be. Such court may thereupon,  after prescribing such notice, if
any,  as it may deem  proper,  appoint  a  Successor  Institutional  Trustee  or
Successor  Delaware Trustee,  as the case may be. The Institutional  Trustee and
the Delaware Trustee shall have no liability for the selection of such successor
pursuant to this Section 4.5.

         (b) 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  Section 4.5. 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  Section  4.5,  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,  or
the  Institutional  Trustee  may,  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 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.

         No  Institutional  Trustee shall be liable for the acts or omissions to
act of any Successor Institutional Trustee.



                                       22
<Page>

         (c) The Delaware Trustee may be removed by the Sponsor. If the Delaware
Trustee  shall be so removed,  the Sponsor  shall  promptly  appoint a Successor
Delaware  Trustee,  and such  Successor  Delaware  Trustee shall comply with the
applicable  requirements of this Section 4.5. If no Successor  Delaware  Trustee
shall have been so  appointed  by the Sponsor and  accepted  appointment  in the
manner  required  by this  Section  4.5,  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,  or
the Delaware  Trustee may,  petition any Federal,  state or District of Columbia
court of competent  jurisdiction  for the appointment of the Successor  Delaware
Trustee. Such court may thereupon,  after prescribing such notice, if any, as it
may deem  proper,  appoint a Successor  Delaware  Trustee.  Notwithstanding  the
foregoing, the Institutional Trustee may remove the Delaware Trustee at any time
and shall promptly appoint a Successor  Delaware Trustee that is an Affiliate of
the Institutional  Trustee and otherwise meets the eligibility  requirements set
forth in Section 4.2,  which  Successor  Delaware  Trustee shall be deemed to be
acceptable in all respects for purposes of this Declaration and the transactions
contemplated hereby.

         The Delaware  Trustee shall give notice of its  resignation  or removal
and each  appointment  of a  Successor  Delaware  Trustee to all Holders and the
Institutional  Trustee in the  manner  provided  in Section  13.1 and shall give
notice to the  Sponsor.  Each notice  shall  include  the name of the  Successor
Delaware Trustee and the address of its Delaware office.

         In case of the appointment  hereunder of a Successor  Delaware Trustee,
the retiring  Delaware Trustee and the Successor  Delaware Trustee shall execute
and deliver an amendment  hereto  wherein the Successor  Delaware  Trustee shall
accept such  appointment  and which shall  contain such  provisions  as shall be
necessary or desirable to transfer and confirm to, and to vest in, the Successor
Delaware  Trustee  all the  rights,  powers,  trusts and duties of the  retiring
Delaware Trustee with respect to the Securities and the Trust and, to the extent
necessary,  the Successor Delaware Trustee shall file an amended  Certificate of
Trust.

         No Delaware Trustee shall be liable for the acts or omissions to act of
any Successor Delaware Trustee.

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

         Section  4.6  Vacancies  Among  Trustees.  If a Trustee  ceases to hold
office for any reason and the number of  Trustees  is not  reduced  pursuant  to
Section 4.1, a vacancy  shall occur.  A resolution  certifying  the existence of
such  vacancy by the  Administrative  Trustees or, if there are more than two, a
majority of the  Administrative  Trustees  shall be  conclusive  evidence of the
existence of such vacancy.  The vacancy shall be filled with a Trustee appointed
in accordance with Section 4.5.

         Section 4.7 Effect of Vacancies.  The death,  resignation,  retirement,
removal,  bankruptcy,  dissolution,  liquidation,  incompetence or incapacity to
perform the duties of a Trustee  shall not  operate to  dissolve,  terminate  or
annul the Trust or terminate this Declaration.

         Section   4.8   Meetings   of  the   Institutional   Trustee   and  the
Administrative  Trustees.  If there is more  than  one  Administrative  Trustee,
meetings of the Administrative Trustees shall be held from time to time upon the
call of any  Administrative  Trustee.  Regular  meetings  of the  Administrative
Trustees may be held in person in the United States or by telephone,  at a place
(if  applicable)  and time fixed by resolution of the  Administrative  Trustees.


                                       23
<Page>

Notice  of  any  in-person  meetings  of  the  Institutional  Trustee  with  the
Administrative Trustees or meetings of the Administrative Trustees 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  Administrative
Trustees or meetings of the  Administrative  Trustees 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 Administrative  Trustee,  as the
case may be, at a meeting  shall  constitute  a waiver of notice of such meeting
except where the Institutional  Trustee or the  Administrative  Trustee,  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 Administrative  Trustees, as the case
may be,  may be taken at a meeting by a vote of the  Institutional  Trustee or a
majority vote of the  Administrative  Trustees  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  Administrative   Trustees.   Meetings  of  the
Institutional  Trustee and the  Administrative  Trustees  together shall be held
from  time  to  time  upon  the  call  of  the   Institutional   Trustee  or  an
Administrative Trustee.

         Section 4.9 Delegation of Power.

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

         (b) the Administrative  Trustees 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
Administrative  Trustees or  otherwise as the  Administrative  Trustees may deem
expedient,  to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.

         Section 4.10 Conversion,  Consolidation or Succession to Business.  Any
Person into which the Institutional Trustee or the Delaware Trustee, as the case
may be, may be merged or converted or with which either may be consolidated,  or
any Person  resulting from any merger,  conversion or consolidation to which the
Institutional  Trustee or the Delaware Trustee, as the case may be, either shall
be a party, or any Person  succeeding to all or substantially  all the corporate
trust business of the Institutional Trustee or the Delaware Trustee, as the case
may be,  shall be the  successor  of the  Institutional  Trustee or the Delaware
Trustee, as the case may be, hereunder,  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.



                                       24
<Page>

                                   ARTICLE V

                                  DISTRIBUTIONS

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

                                   ARTICLE VI

                             ISSUANCE OF SECURITIES

         Section 6.1 General Provisions Regarding Securities.

         (a) The  Administrative  Trustees shall, on behalf of the Trust,  issue
one  series of  capital  securities  substantially  in the form of  Exhibit  A-l
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.

         (b) The  Certificates  shall be signed on behalf of the Trust by one or
more  Administrative  Trustees.  Such signature shall be the facsimile or manual
signature of any Administrative  Trustee. In case any Administrative Trustee who
shall have signed any of the  Securities  shall cease to be such  Administrative
Trustee 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  Administrative  Trustee,  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 Administrative  Trustee,
although at the date of the execution and delivery of the  Declaration  any such
person was not such an Administrative  Trustee.  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  Administrative
Trustee, the Institutional Trustee shall authenticate the Capital Securities for
original issue. The Institutional  Trustee may appoint an  authenticating  agent
that is a U.S.  Person  acceptable  to the  Trust to  authenticate  the  Capital
Securities.   A  Common  Security  need  not  be  so   authenticated.

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

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



                                       25
<Page>

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

         Section 6.2 Paying Agent, Transfer Agent and Registrar. The Trust shall
maintain  in New York  City,  New York,  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 Administrative Trustees 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 Administrative  Trustees may change any Paying Agent,  Transfer Agent
or Registrar at any time without prior notice to any Holder.  The Administrative
Trustees 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
Administrative  Trustees 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.

         Section  6.3  Form  and  Dating.   The  Capital   Securities   and  the
Institutional   Trustee's   certificate  of  authentication   thereon  shall  be
substantially  in the form of Exhibit  A-l, 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 Administrative  Trustees, 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-l 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  Administrative  Trustees 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 Purchase  Agreement in definitive,  registered  form without  coupons and
with the Restricted Securities Legend.

         Section 6.4 Mutilated, Destroyed, Lost or Stolen Certificates.

If:

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

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



                                       26
<Page>

then, in the absence of notice that such Certificate shall have been acquired by
a protected  purchaser,  an Administrative  Trustee on behalf of the Trust shall
execute (and in the case of a Capital Security  Certificate,  the  Institutional
Trustee shall  authenticate) and deliver, in exchange for or in lieu of any such
mutilated,  destroyed,  lost or stolen  Certificate,  a new  Certificate of like
denomination.  In connection with the issuance of any new Certificate under this
Section  6.4,  the  Registrar  or the  Administrative  Trustees  may require the
payment of a sum sufficient to cover any tax or other  governmental  charge that
may be  imposed  in  connection  therewith.  Any  duplicate  Certificate  issued
pursuant to this Section shall  constitute  conclusive  evidence of an ownership
interest in the relevant Securities, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

         Section 6.5 Temporary Securities. Until definitive Securities are ready
for delivery,  the  Administrative  Trustees 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 Administrative  Trustees
consider appropriate for temporary  Securities.  Without unreasonable delay, the
Administrative  Trustees  shall  prepare  and  execute  and,  in the case of the
Capital Securities,  the Institutional  Trustee shall  authenticate,  definitive
Securities in exchange for temporary Securities.

         Section 6.6 Cancellation.  The Administrative  Trustees 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 Administrative  Trustees direct.  The Administrative  Trustees
may not issue new Securities to replace  Securities  that have been paid or that
have been delivered to the Institutional Trustee for cancellation.

         Section 6.7 Rights of Holders; Waivers of Past Defaults.

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

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

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



                                       27
<Page>

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

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

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

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

                  (ii) all Events of  Default  with  respect to the  Debentures,
         other than the nonpayment 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 or Event of  Default,  except a default or Event of Default in
the payment of  principal  or interest  (unless such default or Event of Default
has been cured and a sum sufficient to pay all matured  installments of interest
and principal due otherwise  than by  acceleration  has been  deposited with the
Debenture  Trustee) or a default or Event of Default in respect of a covenant or
provision  that under the  Indenture  cannot be modified or amended  without the
consent of the holder of each  outstanding  Debenture.  No such rescission shall
affect any subsequent default or impair any right consequent thereon.

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

         (c) Except as  otherwise  provided  in  paragraphs  (a) and (b) of this
Section  6.7,  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.



                                       28
<Page>

                                  ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

         Section 7.1 Dissolution and Termination of Trust.

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

                  (i) unless earlier  dissolved,  on May 3, 2037, the expiration
         of the term of the Trust;

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

                  (iii) (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) upon the filing of a
         certificate  of  dissolution  or its  equivalent  with  respect  to the
         Sponsor,  upon the  consent of Holders  of a  Majority  in  liquidation
         amount of the  Securities  voting  together as a single class to file a
         certificate  of  cancellation  with  respect  to the  Trust or upon the
         revocation of the charter of the Sponsor and the  expiration of 90 days
         after the date of revocation without a reinstatement thereof;

                  (iv) upon the distribution of the Debentures to the Holders of
         the Securities;

                  (v) 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;

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

                  (vii) 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

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

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

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



                                       29
<Page>

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

         Section 8.1 General.

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

         (b) Upon issuance of the Common  Securities,  the Sponsor shall acquire
and, to the fullest extent  permitted by applicable law,  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.

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

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

         (e) 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.

         Section 8.2 Transfer Procedures and Restrictions.

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


                                       30
<Page>

comply  with the  provisions  of the  Securities  Act.  Upon  provision  of such
satisfactory  evidence,  the Institutional  Trustee, at the written direction of
the Trust,  shall  authenticate and deliver Capital  Securities that do not bear
the legend.

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

                  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


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<Page>

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

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

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

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

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

         (e) All Capital  Securities issued upon any registration of transfer or
exchange  pursuant  to the terms of this  Declaration  shall  evidence  the same
security and shall be entitled to the same benefits  under this  Declaration  as
the  Capital  Securities  surrendered  upon such  registration  of  transfer  or
exchange.

         Section 8.3 Deemed  Security  Holders.  The Trust,  the  Administrative
Trustees, the Institutional Trustee, the Paying Agent, the Transfer Agent or the


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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  Administrative  Trustees,  the
Institutional  Trustee,  the Paying Agent,  the Transfer  Agent or the Registrar
shall have actual or other notice thereof.

                                   ARTICLE IX

                      LIMITATION OF LIABILITY OF HOLDERS OF
                         SECURITIES, TRUSTEES OR OTHERS

         Section 9.1 Liability.

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

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

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

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

         (c)  Pursuant  to the  Business  Trust Act,  the Holders of the Capital
Securities  shall be  entitled  to the same  limitation  of  personal  liability
extended to stockholders of private  corporations for profit organized under the
General Corporation Law of the State of Delaware.

         Section 9.2 Exculpation.

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

         (b) An Indemnified  Person shall be fully  protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence  and, if selected by such  Indemnified  Person,  has been selected by
such Indemnified Person with reasonable care, 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.



                                       33
<Page>

         Section 9.3 Fiduciary Duty.

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

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

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

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

         Section 9.4 Indemnification.

         (a) The Sponsor shall  indemnify,  to the fullest  extent  permitted by
law, any Indemnified  Person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the  right  of the  Trust)  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 except to the extent such expenses, judgments, fines and amounts paid
in settlement  are caused by such  Indemnified  Person's  failure to act 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,
except to the extent such Indemnified Person had reasonable cause to believe his
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself, create a presumption that the Indemnified
Person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best  interests of the Trust,  and,  with respect to
any criminal  action or  proceeding,  had  reasonable  cause to believe that his
conduct was unlawful.

         (b) The Sponsor shall  indemnify,  to the fullest  extent  permitted by
law, any Indemnified  Person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the Trust to procure a judgment in its favor  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 except to the
extent any such expenses are caused by such Indemnified  Person's failure to act
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


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<Page>

determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

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

         (d) Any  indemnification of an Administrative  Trustee under paragraphs
(a) and (b) of this Section 9.4 (unless ordered by a court) shall be made by the
Sponsor  only as  authorized  in the  specific  case upon a  determination  that
indemnification of the Indemnified Person is proper in the circumstances because
he has met the  applicable  standard of conduct set forth in paragraphs  (a) and
(b). Such determination  shall be made (i) by the  Administrative  Trustees by a
majority vote of a Quorum  consisting of such  Administrative  Trustees 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  Administrative
Trustees so directs, by independent legal counsel in a written opinion, or (iii)
by the Common Security Holder of the Trust.

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

         (f) The  Institutional  Trustee and the Delaware  Trustee,  at the sole
cost and expense of the  Sponsor,  each retains the right to  representation  by
counsel of its own  choosing in any  action,  suit or any other  proceeding  for


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<Page>

which  it is  indemnified  under  paragraphs  (a) and (b) of this  Section  9.4,
without affecting its right to  indemnification  hereunder or waiving any rights
afforded to it under this Declaration or applicable law.

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

         (h) The Sponsor or the Trust may  purchase  and  maintain  insurance on
behalf of any Person who is or was an  Indemnified  Person against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Sponsor would have the power to indemnify
him against such liability under the provisions of this Section 9.4.

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

         (j) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, this Section 9.4 shall,  unless  otherwise  provided  when
authorized  or  ratified,  (i)  continue  as to a Person who has ceased to be an
Indemnified  Person and shall inure to the benefit of the heirs,  executors  and
administrators of such a Person;  and (ii) survive the termination or expiration
of this  Declaration  or the earlier  removal or  resignation  of an Indemnified
Person.

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



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<Page>

         Section 9.6 Compensation; Fee. The Sponsor agrees:

         (a) to pay to the  Institutional  Trustee and the Delaware 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

         (b) except as otherwise  expressly  provided  herein,  to reimburse the
Institutional  Trustee and the Delaware  Trustee upon request for all reasonable
expenses,  disbursements  and  advances  incurred  or made by the  Institutional
Trustee  and the  Delaware  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 Section 9.6 shall survive the dissolution of the
Trust and the termination of this  Declaration and the removal or resignation of
the Institutional Trustee and the Delaware Trustee.

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

                                   ARTICLE X

                                   ACCOUNTING

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

         Section 10.2 Certain Accounting Matters.

         (a) At all times during the existence of the Trust, the  Administrative
Trustees 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 as of the end of
each  Fiscal  Year  of the  Trust  by a firm  of  independent  certified  public
accountants selected by the Administrative Trustees.

         (b) The  Administrative  Trustees  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 Administrative
Trustees shall endeavor to deliver all such statements  within 30 days after the
end of each Fiscal Year of the Trust.

         (c) The Administrative  Trustees, at the Sponsor's expense, shall cause
to be duly prepared at the principal  office of the Trust in the United  States,
as defined for purposes of Treasury Regulations section 301.7701-7, and filed an
annual United States federal income tax return on a Form 1041 or such other form
required by United  States  federal  income tax law, and any other annual income
tax returns required to be filed by the Administrative Trustees on behalf of the
Trust with any state or local taxing authority.



                                       37
<Page>

         Section 10.3 Banking. The Trust shall maintain in the United States, as
defined for purposes of Treasury  Regulations  section  301.7701-7,  one or more
bank  accounts  in the name and for the sole  benefit  of the  Trust;  provided,
however,  that all  payments of funds in respect of the  Debentures  held by the
Institutional  Trustee  shall be made  directly to the  Property  Account and no
other funds of the Trust shall be deposited in the  Property  Account.  The sole
signatories  for  such  accounts  (including  the  Property  Account)  shall  be
designated by the Institutional Trustee.

         Section 10.4 Withholding. The Institutional Trustee or any Paying Agent
and the Administrative  Trustees 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 Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from  withholding  is properly  established  by a Holder,  shall  remit  amounts
withheld with respect to the Holder to applicable  jurisdictions.  To the extent
that the  Institutional  Trustee or any Paying Agent is required to withhold and
pay  over  any  amounts  to any  authority  with  respect  to  distributions  or
allocations  to  any  Holder,  the  amount  withheld  shall  be  deemed  to be a
Distribution in the amount of the withholding to the Holder. In the event of any
claimed  overwithholding,  Holders  shall be  limited to an action  against  the
applicable jurisdiction.  If the amount required to be withheld was not withheld
from actual  Distributions  made, the Institutional  Trustee or any Paying Agent
may reduce subsequent Distributions by the amount of such withholding.

                                   ARTICLE XI

                             AMENDMENTS AND MEETINGS

         Section 11.1 Amendments.

         (a)  Except  as  otherwise  provided  in  this  Declaration  or by  any
applicable  terms of the Securities,  this  Declaration may only be amended by a
written instrument approved and executed by:

                  (i) the  Administrative  Trustees  (or, if there are more than
         two   Administrative   Trustees,   a  majority  of  the  Administrative
         Trustees);

                  (ii) if the  amendment  affects  the rights,  powers,  duties,
         obligations,   limitations   of   liability,   or   immunities  of  the
         Institutional Trustee, the Institutional Trustee; and

                  (iii) if the  amendment  affects the rights,  powers,  duties,
         obligations,  limitations  of liability,  or immunities of the Delaware
         Trustee, the Delaware Trustee.

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

                  (i) the Institutional Trustee shall have first received

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

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

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

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



                                       38
<Page>

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

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

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

         (e)  Section  8.1(b)  and  8.1(c)  and this  Section  11.1 shall not be
amended without the consent of all of the Holders of the Securities.

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

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

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

                  (i) cure any ambiguity;

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

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

                  (iv)  modify,  eliminate  or  add  to any  provision  of  this
         Declaration to such extent as may be necessary to ensure that the Trust
         will be classified for United States federal income tax purposes at all
         times as a grantor  trust and will not be  required  to  register as an
         Investment  Company under the Investment Company Act (including without
         limitation  to conform  to any  change in Rule  3a-5,  Rule 3a-7 or any
         other  applicable  rule  under the  Investment  Company  Act or written
         change in  interpretation  or  application  thereof by any  legislative
         body, court, government agency or regulatory authority) which amendment


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<Page>

         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) or (iii) shall adversely affect in any material
respect  the  powers,  preferences  or  special  rights of  Holders  of  Capital
Securities.

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

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

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

                  (i)  notice  of any  such  meeting  shall  be given to all the
         Holders  of the  Securities  having a right to vote  thereat at least 7
         days  and not  more  than  60 days  before  the  date of such  meeting.
         Whenever a vote,  consent or approval of the Holders of the  Securities
         is permitted or required under this Declaration,  such vote, consent or
         approval  may be given at a meeting of the  Holders of the  Securities.
         Any  action  that may be  taken  at a  meeting  of the  Holders  of the
         Securities  may be taken  without a meeting  if a  consent  in  writing
         setting  forth the  action so taken is  signed  by the  Holders  of the
         Securities  owning not less than the minimum  amount of  Securities  in
         liquidation  amount that would be  necessary  to authorize or take such
         action at a meeting  at which all  Holders of the  Securities  having a
         right to vote  thereon were  present and voting.  Prompt  notice of the
         taking of action without a meeting shall be given to the Holders of the
         Securities  entitled to vote who have not  consented  in  writing.  The
         Administrative  Trustees 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 Administrative Trustees;

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



                                       40
<Page>

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

                                  ARTICLE XII

          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

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

         (a) the  Institutional  Trustee is a 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;

         (b)  the  execution,  delivery  and  performance  by the  Institutional
Trustee of this Declaration has been duly authorized by all necessary  corporate
action on the part of the Institutional  Trustee. This Declaration has been duly
executed and delivered by the Institutional Trustee, and it constitutes a legal,
valid and binding obligation of the Institutional  Trustee,  enforceable against
it  in   accordance   with  its  terms,   subject  to   applicable   bankruptcy,
reorganization,   moratorium,  insolvency,  and  other  similar  laws  affecting
creditors' rights generally and to general  principles of equity  (regardless of
whether considered in a proceeding in equity or at law);

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

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

         Section 12.2 Representations and Warranties of Delaware Trustee.

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

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



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<Page>

         (b) the execution,  delivery and performance by the Delaware Trustee of
this  Declaration has been duly authorized by all necessary  corporate action on
the part of the Delaware  Trustee.  This  Declaration has been duly executed and
delivered by the Delaware Trustee, and it constitutes a legal, valid and binding
obligation of the Delaware  Trustee,  enforceable  against it in accordance with
its  terms,  subject  to  applicable  bankruptcy,  reorganization,   moratorium,
insolvency,  and other similar laws affecting creditors' rights generally and to
general  principles of equity  (regardless of whether considered in a proceeding
in equity or at law);

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

         (d) the Delaware  Trustee is a natural  person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware.

                                  ARTICLE XIII

                                  MISCELLANEOUS

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

         (a) if given to the Trust in care of the Administrative Trustees 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):

                  c/o Southcoast Financial Corporation
                  530 Johnnie Dodds Boulevard
                  Mt. Pleasant, SC 29464
                  Attention: L. Wayne Pearson
                  Telecopier:  (843) 884-2886
                  Telephone:  (843) 884-0504


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

                  Wells Fargo Bank, National Association
                  210 North University Drive
                  Coral Springs, FL   33071
                  Attention: Manager- Corporate Trust Administration
                  Telecopy:  (954) 575-8269



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<Page>

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

                  Wells Fargo Delaware Trust Company
                  919 N. Market Street
                  Wilmington, DE   19801
                  Attention:  Corporate Trust Administration
                  Telecopy:  (302) 575-2006

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

                  c/o Southcoast Financial Corporation
                  530 Johnnie Dodds Boulevard
                  Mt. Pleasant, SC 29464
                  Attention: L. Wayne Pearson
                  Telecopier:  (843) 884-2886
                  Telephone:  (843) 884-0504

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

         All such  notices  shall be deemed to have been given when  received in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered  because of a changed  address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.  Notwithstanding  the  foregoing,  with
respect to the Institutional  Trustee and the Delaware Trustee, all such notices
shall be deemed to have been given when actually received by it at its Corporate
Trust Office.

         Section 13.2  Governing  Law.  This  Declaration  and the rights of the
parties  hereunder  shall be governed by and  interpreted in accordance with the
law of the State of Delaware  and all rights and  remedies  shall be governed by
such laws without  regard to the  principles of conflict of laws of the State of
Delaware or any other  jurisdiction  that would call for the  application of the
law of any  jurisdiction  other than the State of Delaware;  provided,  however,
that there shall not be applicable to the Trust, the Institutional  Trustee, the
Delaware  Trustee or this  Declaration  any provision of the laws  (statutory or
common)  of the  State of  Delaware  pertaining  to  trusts  that  relate  to or
regulate, in a manner inconsistent with the terms hereof (a) the filing with any
court or governmental body or agency of trustee accounts or schedules of trustee
fees and  charges,  (b)  affirmative  requirements  to post bonds for  trustees,
officers,  agents or employees of a trust, (c) the necessity for obtaining court
or  other  governmental   approval   concerning  the  acquisition,   holding  or
disposition  of real or  personal  property,  (d) fees or other sums  payable to
trustees,  officers,  agents or  employees  of a trust,  (e) the  allocation  of
receipts  and  expenditures  to  income or  principal,  or (f)  restrictions  or
limitations  on  the  permissible  nature,  amount  or  concentration  of  trust
investments or requirements relating to the titling,  storage or other manner of
holding or investing trust assets.

         Section  13.3  Intention  of the  Parties.  It is the  intention of the
parties hereto that the Trust be classified for United States federal income tax
purposes  as a  grantor  trust.  The  provisions  of this  Declaration  shall be
interpreted to further this intention of the parties.



                                       43
<Page>

         Section  13.4  Headings.  Headings  contained in this  Declaration  are
inserted for convenience of reference only and do not affect the  interpretation
of this Declaration or any provision hereof.

         Section 13.5 Successors and Assigns.  Whenever in this  Declaration any
of the parties  hereto is named or referred  to, the  successors  and assigns of
such party shall be deemed to be included,  and all covenants and  agreements in
this  Declaration  by the Sponsor,  the  Institutional  Trustee and the Delaware
Trustee shall bind and inure to the benefit of their  respective  successors and
assigns, whether or not so expressed.

         Section  13.6  Partial   Enforceability.   If  any  provision  of  this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration,  or the application of
such provision to persons or circumstances  other than those to which it is held
invalid, shall not be affected thereby.

         Section 13.7  Counterparts.  This Declaration may contain more than one
counterpart  of the signature page and this  Declaration  may be executed by the
affixing  of  the   signature   of  each  of  the   Institutional   Trustee  and
Administrative  Trustees 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 and Attachments Omitted]




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