EXHIBIT 4.2
                 ===============================================




                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  BY AND AMONG

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

                            GATEWAY BANCSHARES, INC.,
                                   AS SPONSOR,

                                       AND

                 ROBERT G. PECK, JEFF HENSLEY and HARLE B. GREEN,
                               AS ADMINISTRATORS,

                          DATED AS OF DECEMBER 17, 2003




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


<PAGE>
                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

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 . . . . . . . . . . . . . . . . . . . . . . . 7
     Section  2.5.     Title to Property  of  the  Trust . . . . . . . . . . . 7
     Section  2.6.     Powers and Duties of the Institutional Trustee and
                       the Administrators  . . . . . . . . . . . . . . . . . . 8
     Section  2.7.     Prohibition of Actions by the Trust and the
                       Institutional Trustee . . . . . . . . . . . . . . . . .11
     Section  2.8.     Powers and Duties of the Institutional Trustee. . . . .12
     Section  2.9.     Certain Duties and Responsibilities of the Institutional
                       Trustee and  Administrators . . . . . . . . . . . . . .13
     Section  2.10.    Certain Rights of Institutional  Trustee  . . . . . . .14
     Section  2.11.    Execution  of  Documents  . . . . . . . . . . . . . . .16
     Section  2.12.    Not Responsible for Recitals or Issuance of Securities.16
     Section  2.13.    Duration  of  Trust . . . . . . . . . . . . . . . . . .16
     Section  2.14.    Mergers . . . . . . . . . . . . . . . . . . . . . . . .16

ARTICLE  III  SPONSOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
     Section  3.1.     Sponsor's  Purchase  of  Common  Securities . . . . . .18
     Section  3.2.     Responsibilities  of  the  Sponsor. . . . . . . . . . .18
     Section  3.3.     Expenses  . . . . . . . . . . . . . . . . . . . . . . .18
     Section  3.4.     Right  to  Proceed  . . . . . . . . . . . . . . . . . .19

ARTICLE  IV  INSTITUTIONAL  TRUSTEE  AND  ADMINISTRATORS . . . . . . . . . . .19
     Section  4.1.     Institutional  Trustee;  Eligibility. . . . . . . . . .19
     Section  4.2.     Administrators. . . . . . . . . . . . . . . . . . . . .20
     Section  4.3.     Appointment,  Removal and Resignation of Institutional
                       Trustee and  Administrators . . . . . . . . . . . . . .20
     Section  4.4.     Institutional  Trustee  Vacancies . . . . . . . . . . .21
     Section  4.5.     Effect  of  Vacancies . . . . . . . . . . . . . . . . .21
     Section  4.6.     Meetings of the Institutional Trustee and the
                       Administrators  . . . . . . . . . . . . . . . . . . . .21
     Section  4.7.     Delegation  of  Power . . . . . . . . . . . . . . . . .22
     Section  4.8.     Conversion,  Consolidation or Succession to Business  .22

ARTICLE  V  DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .22
     Section  5.1.     Distributions . . . . . . . . . . . . . . . . . . . . .22
ARTICLE  VI  ISSUANCE  OF  SECURITIES. . . . . . . . . . . . . . . . . . . . .22
     Section  6.1.     General  Provisions  Regarding  Securities. . . . . . .22
     Section  6.2.     Paying  Agent,  Transfer  Agent  and  Registrar . . . .23
     Section  6.3.     Form  and  Dating . . . . . . . . . . . . . . . . . . .23
     Section  6.4.     Mutilated,  Destroyed,  Lost  or Stolen Certificates. .24
     Section  6.5.     Temporary  Securities . . . . . . . . . . . . . . . . .24
     Section  6.6.     Cancellation. . . . . . . . . . . . . . . . . . . . . .24


                                        i
<PAGE>
     Section  6.7.     Rights  of  Holders;  Waivers  of  Past  Defaults . . .24

ARTICLE  VII  DISSOLUTION  AND  TERMINATION  OF  TRUST . . . . . . . . . . . .26
     Section  7.1.     Dissolution  and  Termination  of  Trust. . . . . . . .26

ARTICLE  VIII  TRANSFER  OF  INTERESTS . . . . . . . . . . . . . . . . . . . .27
     Section  8.1.     General . . . . . . . . . . . . . . . . . . . . . . . .27
     Section  8.2.     Transfer  Procedures  and  Restrictions . . . . . . . .28
     Section  8.3.     Deemed  Security  Holders . . . . . . . . . . . . . . .29

ARTICLE  IX  LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
             INSTITUTIONAL  TRUSTEE  OR  OTHERS. . . . . . . . . . . . . . . .30
     Section  9.1.     Liability . . . . . . . . . . . . . . . . . . . . . . .30
     Section  9.2.     Exculpation . . . . . . . . . . . . . . . . . . . . . .30
     Section  9.3.     Fiduciary  Duty . . . . . . . . . . . . . . . . . . . .31
     Section  9.4.     Indemnification . . . . . . . . . . . . . . . . . . . .31
     Section  9.5.     Outside  Businesses . . . . . . . . . . . . . . . . . .33
     Section  9.6.     Compensation;  Fee. . . . . . . . . . . . . . . . . . .33

ARTICLE  X  ACCOUNTING . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
     Section  10.1.    Fiscal  Year. . . . . . . . . . . . . . . . . . . . . .34
     Section  10.2.    Certain  Accounting  Matters. . . . . . . . . . . . . .34
     Section  10.3.    Banking . . . . . . . . . . . . . . . . . . . . . . . .34
     Section  10.4.    Withholding . . . . . . . . . . . . . . . . . . . . . .34

ARTICLE  XI  AMENDMENTS  AND  MEETINGS . . . . . . . . . . . . . . . . . . . .35
     Section  11.1.    Amendments. . . . . . . . . . . . . . . . . . . . . . .35
     Section  11.2.    Meetings  of  the  Holders  of  Securities; Action
                       by Written Consent. . . . . . . . . . . . . . . . . . .36

ARTICLE  XII  REPRESENTATIONS  OF  INSTITUTIONAL  TRUSTEE . . . . . . . . . . 37
     Section  12.1.    Representations  and  Warranties  of  Institutional
                       Trustee . . . . . . . . . . . . . . . . . . . . . . . .37

ARTICLE  XIII  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . .38
     Section  13.1.    Notices . . . . . . . . . . . . . . . . . . . . . . . .38
     Section  13.2.    Governing  Law. . . . . . . . . . . . . . . . . . . . .39
     Section  13.3.    Intention  of  the  Parties.. . . . . . . . . . . . . .39
     Section  13.4.    Headings. . . . . . . . . . . . . . . . . . . . . . . .39
     Section  13.5.    Successors  and  Assigns. . . . . . . . . . . . . . . .39
     Section  13.6.    Partial  Enforceability . . . . . . . . . . . . . . . .39
     Section  13.7.    Counterparts. . . . . . . . . . . . . . . . . . . . . .39




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


                                       ii
<PAGE>
                              AMENDED AND RESTATED


                              DECLARATION OF TRUST

                                       OF

                      GATEWAY BANCSHARES STATUTORY TRUST I

                                DECEMBER 17, 2003

     AMENDED  AND  RESTATED  DECLARATION  OF  TRUST  ("Declaration")  dated  and
                                                       -----------
effective  as  of  December  17,  2003, by the Institutional Trustee (as defined
herein), the Administrators (as defined herein), the Sponsor (as defined herein)
and  by the holders, from time to time, of undivided beneficial interests in the
Trust  (as  defined  herein)  to  be  issued  pursuant  to  this  Declaration;
WHEREAS,  the  Institutional  Trustee,  the  Administrators  and  the  Sponsor
established  Gateway  Bancshares  Statutory  Trust  I (the "Trust"), a statutory
                                                            -----
trust  under  the  Statutory  Trust  Act  (as  defined  herein)  pursuant  to  a
Declaration of Trust dated as of November 18, 2003 (the "Original Declaration"),
                                                         --------------------
and  a  Certificate  of  Trust filed with the Secretary of State of the State of
Connecticut  on  November  18, 2003, for the sole purpose of issuing and selling
certain  securities representing undivided beneficial interests in the assets of
the  Trust  and  investing  the  proceeds  thereof  in certain debentures of the
Debenture  Issuer  (as  defined  herein);

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

      WHEREAS, the Institutional Trustee, the Administrators and the Sponsor, by
this  Declaration,  amend  and  restate each and every term and provision of the
Original  Declaration;

      NOW,  THEREFORE,  it being the intention of the parties hereto to continue
the  Trust  as  a  statutory  trust  under the Statutory Trust Act and that this
Declaration  constitutes  the  governing instrument of such statutory trust, the
Institutional  Trustee declares that all assets contributed to the Trust will be
held  in  trust  for  the  benefit  of  the  holders,  from time to time, of the
securities  representing  undivided  beneficial  interests  in the assets of the
Trust  issued  hereunder,  subject  to  the  provisions of this Declaration. The
parties  hereto  hereby  agree  as  follows:

                                    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


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

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

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

     "Administrators"  means  each  of Robert G. Peck, Jeff Hensley and Harle B.
      --------------
Green,  solely  in  such Person's capacity as Administrator of the Trust created
and  continued  hereunder  and not in such Person's individual capacity, or such
Administrator's  successor  in  interest  in  such  capacity,  or  any successor
appointed  as  herein  provided.

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

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

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

     (a)     a court having jurisdiction in the premises shall enter a decree or
order  for  relief  in  respect  of such Person in an involuntary case under any
applicable  bankruptcy,  insolvency  or  other  similar  law now or hereafter in
effect,  or  appointing  a  receiver,  liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of such Person or for any substantial part of
its  property, or ordering the winding-up or liquidation of its affairs and such
decree  or  order  shall  remain  unstayed  and  in  effect  for  a period of 90
consecutive  days;  or

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

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

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

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

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

     "Certificate" means any certificate evidencing Securities.
      -----------

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

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

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


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

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

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

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

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

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

     "Debenture  Issuer"  means Gateway Bancshares, Inc., a Georgia corporation,
      -----------------
in  its  capacity  as  issuer  of  the  Debentures  under  the  Indenture.

     "Debenture  Trustee" means U.S. Bank National Association, as trustee under
      ------------------
the  Indenture  until  a successor is appointed thereunder, and thereafter means
such  successor  trustee.

     "Debentures"  means  the  Floating  Rate  Junior  Subordinated  Deferrable
      ----------
Interest  Debentures  due  2033  to  be issued by the Debenture Issuer under the
Indenture.

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

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

     "Direct  Action"  has  the  meaning  set  forth  in  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.

     "Distribution  Rate" means, for the period beginning on (and including) the
      ------------------
date of original issuance and ending on (but excluding) March 17, 2004, the rate
per  annum  of  4.02%, and for the period beginning on (and including) March 17,
2004  and  thereafter,  the  Coupon  Rate.

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

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


                                        3
<PAGE>
     (b)     default  by  the  Trust  in  the payment of any Redemption Price or
Special  Redemption  Price  of  any Security when it becomes due and payable; or

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

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

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

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

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

     "Fiscal Year" has the meaning set forth in 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,  such  Person being a beneficial owner within the meaning of the
Statutory  Trust  Act.

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

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

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

     "Institutional  Trustee"  means  the  Trustee  meeting  the  eligibility
      ----------------------
requirements set forth in Section 4.1.

     "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.


                                        4
<PAGE>
     "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 officer in rendering the Certificate;

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

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

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

     "Paying Agent" has the meaning specified in Section 6.2.
      ------------

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

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

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

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

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

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

     "Redemption/Distribution  Notice"  has  the  meaning set forth in paragraph
      -------------------------------
4(e)  of  Annex  I.

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


                                        5
<PAGE>
     "Registrar" has the meaning set forth in Section 6.2.
      ---------

     "Responsible Officer" means, with respect to the Institutional Trustee, any
      -------------------
officer  within  the  Corporate  Trust  Office  of  the  Institutional  Trustee,
including  any  vice-president,  any  assistant  vice-president,  any  assistant
secretary,  the  treasurer,  any assistant treasurer, any trust officer or other
officer  of  the Corporate Trust Office of the Institutional Trustee customarily
performing  functions  similar to those performed by any of the above designated
officers  and  also  means, with respect to a particular corporate trust matter,
any  other  officer  to  whom  such matter is referred because of that officer's
knowledge  of  and  familiarity  with  the  particular  subject.

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

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

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

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

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

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

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

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

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

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

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

     "Successor  Institutional  Trustee"  has  the  meaning set forth in Section
      ---------------------------------
4.3(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.
      ---------------


                                        6
<PAGE>
     "Treasury  Regulations"  means  the  income  tax  regulations,  including
      ---------------------
temporary  and  proposed  regulations,  promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding  provisions  of  succeeding  regulations).

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

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

                                   ARTICLE II

                                  ORGANIZATION


     SECTION 2.1.  NAME.  The Trust is named "GATEWAY BANCSHARES Statutory Trust
                   ----
I,"  as  such  name  may  be  modified  from  time to time by the Administrators
following  written  notice  to  the  Holders  of  the  Securities.  The  Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable  by  the  Administrators.

     SECTION  2.2.  OFFICE.  The address of the principal office of the Trust is
                    ------
c/o U.S. Bank National Association, 225 Asylum Street, Goodwin Square, Hartford,
Connecticut  06103.  On  at least 10 Business Days written notice to the Holders
of  the  Securities,  the Administrators may designate another principal office,
which  shall  be in a state of the United States or in the District of Columbia.

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

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

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


                                        7
<PAGE>
     SECTION  2.6.     POWERS  AND  DUTIES  OF THE INSTITUTIONAL TRUSTEE AND THE
                       ---------------------------------------------------------
ADMINISTRATORS.
--------------

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

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

          (A)  the  issuance  and  sale  of  the  Securities;

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

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

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

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

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

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

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

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

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


                                        8
<PAGE>
          (K)  to  duly  prepare  and  file  all  applicable tax returns and tax
     information reports that are required to be filed with respect to the Trust
     on  behalf  of  the  Trust.

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

          (A)  the  establishment  of  the  Property  Account;

          (B)  the  receipt  of  the  Debentures;

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

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

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

          (F)  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 and the preparation, execution and
     filing  of  the  certificate of cancellation with the Secretary of State of
     the  State  of  Connecticut;

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

     (iii)     The  Institutional  Trustee shall have the power and authority to
act  on  behalf  of  the  Trust  with respect to any of the duties, liabilities,
powers or the authority of the Administrators set forth in Section 2.6(a)(i)(D),
(E)  and  (F)  herein  but  shall  not  have  a  duty  to do any such act unless
specifically  requested  to  do  so in writing by the Sponsor, and shall then be
fully  protected in acting pursuant to such written request; and in the event of
a  conflict  between  the  action  of  the  Administrators and the action of the
Institutional  Trustee,  the  action of the Institutional Trustee shall prevail.


                                        9
<PAGE>
     (b)     So  long  as  this Declaration remains in effect, the Trust (or the
Institutional Trustee or Administrators acting on behalf of the Trust) shall not
undertake  any  business, activities or transaction except as expressly provided
herein  or contemplated hereby. In particular, neither the Institutional Trustee
nor  the  Administrators  may  cause the Trust to (i) acquire any investments or
engage  in any activities not authorized by this Declaration, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the
Trust  Property  or interests therein, including to Holders, except as expressly
provided  herein, (iii) take any action that would reasonably be expected (x) to
cause  the  Trust  to  fail  or cease to qualify as a "grantor trust" for United
States federal income tax purposes or (y) to require the trust to register as an
Investment Company under the Investment Company Act, (iv) incur any indebtedness
for  borrowed money or issue any other debt or (v) take or consent to any action
that  would result in the placement of a lien on any of the Trust Property.  The
Institutional  Trustee  shall, at the sole cost and expense of the Trust, defend
all  claims  and  demands of all Persons at any time claiming any lien on any of
the  Trust Property adverse to the interest of the Trust or the Holders in their
capacity  as  Holders.

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

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

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

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

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

     (d)     Notwithstanding anything herein to the contrary, the Administrators
and the Holders of a Majority in liquidation amount of the Common Securities are
authorized  and  directed to conduct the affairs of the Trust and to operate the
Trust  so  that  the  Trust  will  not (i) be deemed to be an Investment Company
required  to be registered under the Investment Company Act, and (ii) fail to be
classified  as  a "grantor trust" for United States federal income tax purposes.
The  Administrators  and  the Holders of a Majority in liquidation amount of the
Common  Securities  shall not take any action inconsistent with the treatment of
the Debentures as indebtedness of the Debenture Issuer for United States federal
income  tax purposes.  In this connection, the Administrators and the Holders of
a Majority in liquidation amount of the Common Securities are authorized to take
any  action,  not inconsistent with applicable laws, the Certificate of Trust or
this  Declaration, as amended from time to time, that each of the Administrators
and  the  Holders  of  a Majority in liquidation amount of the Common Securities
determines  in  their discretion to be necessary or desirable for such purposes.


                                       10
<PAGE>
     (e)     All  expenses  incurred  by the Administrators or the Institutional
Trustee pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and the
Institutional  Trustee  and  the  Administrators  shall have no obligations with
respect  to  such  expenses.

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

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

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

     SECTION  2.7.  PROHIBITION  OF  ACTIONS  BY THE TRUST AND THE INSTITUTIONAL
                    ------------------------------------------------------------
TRUSTEE.
-------

     (a)     The  Trust shall not, and the Institutional Trustee shall cause the
Trust  not  to,  engage  in any activity other than as required or authorized by
this  Declaration.  In  particular,  the  Trust  shall not and the Institutional
Trustee  shall  cause  the  Trust  not  to:

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

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

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

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

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

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

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

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


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

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

     (c)     The  Institutional  Trustee  shall:

          (i)     establish and maintain a segregated non-interest bearing trust
     account  (the  "Property  Account")  in the name of and under the exclusive
                     -----------------
     control  of  the Institutional Trustee, and maintained in the Institutional
     Trustee's trust department, on behalf of the Holders of the Securities and,
     upon  the  receipt  of  payments of funds made in respect of the Debentures
     held  by  the  Institutional  Trustee, deposit such funds into the Property
     Account  and  make payments, or cause the Paying Agent to make payments, to
     the  Holders of the Capital Securities and Holders of the Common Securities
     from  the  Property  Account  in  accordance with Section 5.1. Funds in the
     Property  Account  shall  be  held uninvested until disbursed in accordance
     with  this  Declaration;

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

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

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

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


                                       12
<PAGE>
          (i)     the  Trust  has been completely liquidated and the proceeds of
     the  liquidation  distributed  to the Holders of the Securities pursuant to
     the  terms  of  the  Securities  and  this  Declaration;  or

          (ii)     a  Successor Institutional Trustee has been appointed and has
     accepted that appointment in accordance with Section 4.3.

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

     The  Institutional  Trustee  must  exercise  the  powers  set forth in this
Section  2.8  in  a manner that is consistent with the purposes and functions of
the  Trust  set out in Section 2.3, and the Institutional Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust set
out  in  Section  2.3.

     SECTION  2.9.  CERTAIN  DUTIES  AND  RESPONSIBILITIES  OF THE INSTITUTIONAL
                    ------------------------------------------------------------
TRUSTEE  AND  ADMINISTRATORS.
----------------------------

     (a)     The  Institutional  Trustee,  before the occurrence of any Event of
Default  and  after the curing or waiving of all such Events of Default that may
have  occurred,  shall undertake to perform only such duties as are specifically
set  forth  in this Declaration and no implied covenants shall be read into this
Declaration  against the Institutional Trustee.  In case an Event of Default has
occurred  (that  has  not  been  cured  or  waived pursuant to Section 6.7), 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  Administrators  shall  be as provided by this Declaration.  Notwithstanding
the  foregoing, no provision of this Declaration shall require the Institutional
Trustee  or  Administrators to expend or risk their own funds or otherwise incur
any  financial liability in the performance of any of their duties hereunder, or
in  the  exercise  of  any of their rights or powers if it shall have reasonable
grounds  to  believe that repayment of such funds or adequate protection against
such  risk of liability is not reasonably assured to it.  Whether or not therein
expressly  so  provided,  every  provision  of  this Declaration relating to the
conduct  or  affecting  the  liability  of  or  affording  protection  to  the
Institutional  Trustee  or  Administrators shall be subject to the provisions of
this  Article.  Nothing  in  this  Declaration  shall be construed to relieve an
Administrator  or the Institutional Trustee from liability for its own negligent
act,  its  own  negligent failure to act, or its own willful misconduct.  To the
extent  that, at law or in equity, the Institutional Trustee or an Administrator
has  duties  and  liabilities  relating  to  the  Trust  or  to the Holders, the
Institutional  Trustee or such Administrator shall not be liable to the Trust or
to any Holder for the Institutional Trustee's or such Administrator's good faith
reliance  on  the  provisions  of  this  Declaration.  The  provisions  of  this
Declaration,  to the extent that they restrict the duties and liabilities of the
Administrators  or  the  Institutional  Trustee  otherwise existing at law or in
equity,  are  agreed by the Sponsor and the Holders to replace such other duties
and  liabilities  of  the  Administrators  or  the  Institutional  Trustee.

     (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


                                       13
<PAGE>
Property  to  the  extent  legally  available  for  distribution to it as herein
provided  and  that  the  Institutional  Trustee  and the Administrators are not
personally  liable to it for any amount distributable in respect of any Security
or  for any other liability in respect of any Security. This 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,  except  that:

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

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

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

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

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

     SECTION  2.10.     CERTAIN RIGHTS OF INSTITUTIONAL TRUSTEE.  Subject to the
                        ---------------------------------------
provisions  of  Section  2.9:

     (a)     the  Institutional Trustee may conclusively rely and shall fully be
protected in acting or refraining from acting in good faith upon any resolution,
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


                                       14
<PAGE>
terms of this Declaration, the Institutional Trustee may deliver a notice to the
Sponsor requesting the Sponsor's written instructions as to the course of action
to  be  taken  and  the Institutional Trustee shall take such action, or refrain
from  taking  such  action,  as the Institutional Trustee shall be instructed in
writing, in which event the Institutional Trustee shall have no liability except
for  its  own  negligence  or  willful  misconduct;

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

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

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

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

     (g)     the  Institutional Trustee shall be under no obligation to exercise
any  of  the rights or powers vested in it by this Declaration at the request or
direction  of  any  of  the  Holders  pursuant  to this Declaration, unless such
Holders  shall  have  offered to the Institutional Trustee security or indemnity
reasonably  satisfactory to it against the costs, expenses and liabilities which
might  be incurred by it in compliance with such request or direction; provided,
                                                                       --------
that  nothing  contained  in  this Section 2.10(g) shall be taken to relieve the
Institutional  Trustee,  subject  to  Section  2.9(b), upon the occurrence of an
Event of Default (that has not been cured or waived pursuant to Section 6.7), to
exercise such of the rights and powers vested in it by this Declaration, and use
the  same  degree of care and skill in their exercise, as a prudent person would
exercise  or  use  under  the  circumstances  in  the  conduct of his or her own
affairs;

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

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

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


                                       15
<PAGE>
Securities  in  respect  of  such remedy, right or action, (ii) may refrain from
enforcing  such  remedy  or  right  or  taking  such  other  action  until  such
instructions  are  received,  and  (iii)  shall  be fully protected in acting in
accordance  with  such  instructions;

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

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

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

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

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

     SECTION  2.11.     EXECUTION  OF DOCUMENTS.  Unless otherwise determined in
                        -----------------------
writing  by  the  Institutional Trustee, and except as otherwise required by the
Statutory  Trust  Act,  the  Institutional  Trustee,  or  any one or more of the
Administrators,  as  the  case may be, is authorized to execute on behalf of the
Trust any documents that the Institutional Trustee or the Administrators, as the
case  may  be,  have the power and authority to execute pursuant to 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


                                       16
<PAGE>
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  7.1(a)(iv) of the Declaration or
Section  4  of  Annex  I.

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       17
<PAGE>
          (viii)     the  Sponsor  owns  100%  of  the  common securities of any
     Successor Entity; and

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

                                   ARTICLE III

                                    SPONSOR

     SECTION  3.1.  SPONSOR'S  PURCHASE  OF  COMMON  SECURITIES.  On the Closing
                    -------------------------------------------
Date, the Sponsor will purchase all of the Common Securities issued by the Trust
in  an amount at least equal to 3% of the capital of the Trust, at the same time
as  the  Capital  Securities  are  sold.

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

     (a)     to  determine  the  States  in  which to take appropriate action to
qualify 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  Placement  Agreement and other related agreements providing for the sale of
the  Capital  Securities.

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

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

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


                                       18
<PAGE>
payment  by the Sponsor of acceptance or annual administration fees owing to the
Institutional  Trustee  pursuant  to  the  services  to  be  provided  by  the
Institutional  Trustee  under  this  Declaration or the fees and expenses of the
Institutional  Trustee's  counsel  in  connection  with  the  closing  of  the
transactions  contemplated  by  this  Declaration);  and

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

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

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

                                      ARTICLE IV

                    INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

     SECTION  4.1.     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 4.1(a)(iii), the
     combined  capital and surplus of such corporation shall be deemed to be its
     combined  capital  and  surplus  as  set forth in its most recent report of
     condition  so  published.

     (b)     If at any time the Institutional Trustee shall cease to be eligible
to  so  act  under  Section  4.1(a), the Institutional Trustee shall immediately
resign  in  the  manner  and  with  the  effect  set  forth  in  Section 4.3(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 of
1939, as amended, the Institutional Trustee shall either eliminate such interest
or  resign,  to  the  extent  and in the manner provided by, and subject to this
Declaration.

     (d)     The  initial  Institutional  Trustee  shall  be  U.S. Bank National
Association.


                                       19
<PAGE>
     SECTION  4.2.  ADMINISTRATORS.  Each  Administrator shall be a U.S. Person,
                    --------------
21  years  of  age  or  older  and  authorized to bind the Sponsor.  The initial
Administrators  shall be ROBERT G. PECK, JEFF HENSLEY AND HARLE B. GREEN.  There
shall  at  all  times be at least one Administrator.  Except where a requirement
for action by a specific number of Administrators is expressly set forth in this
Declaration  and  except  with  respect to any action the taking of which is the
subject  of a meeting of the Administrators, any action required or permitted to
be  taken  by  the  Administrators  may  be  taken  by,  and  any  power  of the
Administrators  may  be  exercised  by,  or  with  the  consent of, any one such
Administrator.

     SECTION  4.3.     APPOINTMENT,  REMOVAL  AND  RESIGNATION  OF INSTITUTIONAL
                       ---------------------------------------------------------
TRUSTEE  AND  ADMINISTRATORS.
----------------------------

     (a)     Notwithstanding  anything  to  the contrary in this Declaration, no
resignation  or  removal  of  the  Institutional Trustee and no appointment of a
Successor  Institutional Trustee pursuant to this Article shall become effective
until  the  acceptance  of appointment by the Successor Institutional Trustee in
accordance  with  the  applicable  requirements  of  this  Section  4.3.

     Subject  to  the immediately preceding paragraph, the Institutional Trustee
may  resign  at  any time by giving written notice thereof to the Holders of the
Securities  and  by  appointing  a  Successor  Institutional  Trustee.  Upon the
resignation  of  the  Institutional  Trustee,  the  Institutional  Trustee shall
appoint  a  successor  by  requesting  from  at  least three Persons meeting the
eligibility  requirements,  its  expenses  and charges to serve as the successor
Institutional  Trustee  on  a form provided by the Administrators, and selecting
the  Person  who  agrees  to  the  lowest  expense  and  charges (the "Successor
                                                                       ---------
Institutional  Trustee").  If  the  instrument  of  acceptance  by the Successor
----------------------
Institutional Trustee required by this Section 4.3 shall not have been delivered
to  the  Institutional Trustee within 60 days after the giving of such notice of
resignation  or delivery of the instrument of removal, the Institutional Trustee
may  petition,  at  the  expense of the Trust, any Federal, state or District of
Columbia  court  of  competent  jurisdiction  for the appointment of a Successor
Institutional Trustee.  Such court may thereupon, after prescribing such notice,
if  any,  as it may deem proper, appoint a Successor Institutional Trustee.  The
Institutional  Trustee  shall  have  no  liability  for  the  selection  of such
successor  pursuant  to  this  Section  4.3.

     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 4.3.  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  4.3,  within  30  days after delivery of an
instrument of removal, any Holder who has been a Holder of the Securities for at
least  6  months  may,  on  behalf of himself and all others similarly situated,
petition  any  Federal,  state  or  District  of  Columbia  court  of  competent
jurisdiction  for  the appointment of the Successor Institutional Trustee.  Such
court  may  thereupon,  after  prescribing  such  notice, if any, as it may deem
proper,  appoint  a  Successor  Institutional  Trustee.

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

     (b)     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


                                       20
<PAGE>
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.

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

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

     SECTION  4.4.     INSTITUTIONAL  TRUSTEE  VACANCIES.  If  the Institutional
                       ---------------------------------
Trustee  ceases  to  hold  office  for  any  reason  a  vacancy  shall occur.  A
resolution certifying the existence of such vacancy by the Institutional Trustee
shall  be  conclusive  evidence  of  the existence of such vacancy.  The vacancy
shall  be  filled  with  a  trustee  appointed  in  accordance with Section 4.3.

     SECTION  4.5.     EFFECT OF VACANCIES.  The death, resignation, retirement,
                       -------------------
removal,  bankruptcy,  dissolution,  liquidation,  incompetence or incapacity to
perform  the  duties of the Institutional Trustee shall not operate to dissolve,
terminate  or  annul  the  Trust  or  terminate  this  Declaration.

     SECTION  4.6.     MEETINGS  OF  THE  INSTITUTIONAL  TRUSTEE  AND  THE
                       ---------------------------------------------------
ADMINISTRATORS.  Meetings  of the Administrators shall be held from time to time
--------------
upon  the  call of an Administrator.  Regular meetings of the Administrators may
be  held  in  person  in  the  United  States  or  by  telephone, at a place (if
applicable)  and  time fixed by resolution of the Administrators.  Notice of any
in-person  meetings  of  the  Institutional  Trustee  with the Administrators or
meetings of the Administrators shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not less
than  48  hours  before  such meeting.  Notice of any telephonic meetings of the
Institutional  Trustee with the Administrators or meetings of the Administrators
or  any  committee  thereof  shall  be  hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not less
than  24 hours before a meeting.  Notices shall contain a brief statement of the
time,  place  and anticipated purposes of the meeting.  The presence (whether in
person or by telephone) of the Institutional Trustee or an Administrator, as the
case  may  be,  at a meeting shall constitute a waiver of notice of such meeting
except  where the Institutional Trustee or an Administrator, as the case may be,
attends a meeting for the express purpose of objecting to the transaction of any
activity  on  the  grounds  that  the  meeting  has  not been lawfully called or
convened.  Unless  provided  otherwise  in  this  Declaration, any action of the
Institutional Trustee or the Administrators, as the case may be, may be taken at
a  meeting  by  vote  of  the  Institutional  Trustee  or a majority vote of the
Administrators  present (whether in person or by telephone) and eligible to vote
with  respect  to  such  matter, provided that a Quorum is present, or without a
meeting  by  the  unanimous  written consent of the Institutional Trustee or the
Administrators.  Meetings  of  the


                                       21
<PAGE>
Institutional Trustee and the Administrators together shall be held from time to
time upon the call of the Institutional Trustee or an Administrator.

     SECTION  4.7.  DELEGATION  OF  POWER.
                    ---------------------

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

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

     SECTION  4.8.  CONVERSION,  CONSOLIDATION  OR  SUCCESSION TO BUSINESS.  Any
                    ------------------------------------------------------
Person  into  which the Institutional Trustee may be merged or converted or with
which  it  may  be  consolidated,  or  any  Person  resulting  from  any merger,
conversion or consolidation to which the Institutional Trustee shall be a party,
or  any  Person  succeeding  to  all  or  substantially  all the corporate trust
business  of  the  Institutional  Trustee  shall  be  the  successor  of  the
Institutional  Trustee  hereunder,  provided  such  Person  shall  be  otherwise
qualified  and  eligible  under this Article, without the execution or filing of
any  paper  or  any  further  act  on  the  part  of  any of the parties hereto.

                                    ARTICLE V

                                  DISTRIBUTIONS

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

                                   ARTICLE VI

                             ISSUANCE OF SECURITIES

     SECTION  6.1.  GENERAL  PROVISIONS  REGARDING  SECURITIES.
                    ------------------------------------------

     (a)     The  Administrators shall, on behalf of the Trust, issue one series
of  capital  securities  substantially  in  the form of Exhibit A-1 representing
undivided  beneficial  interests in the assets of the Trust having such terms as
are  set  forth  in  Annex  I  and  one series of common securities representing
undivided  beneficial  interests in the assets of the Trust having such terms as
are  set  forth  in  Annex  I.  The  Trust  shall  issue  no securities or other
interests  in  the assets of the Trust other than the Capital Securities and the
Common  Securities.  The  Capital  Securities  rank  pari  passu to, and payment
thereon shall be made Pro Rata with, the Common Securities except that, where an
Event  of  Default  has occurred and is continuing, the rights of Holders of the
Common  Securities  to  payment  in  respect  of Distributions and payments upon
liquidation,  redemption and otherwise are subordinated to the rights to payment
of the Holders of the Capital Securities as set forth in Annex I.


                                       22
<PAGE>
     (b)     The  Certificates  shall be signed on behalf of the Trust by one or
more  Administrators.  Such signature shall be the facsimile or manual signature
of  any  Administrator.  In  case  any Administrator of the Trust who shall have
signed  any  of  the  Securities shall cease to be such Administrator before the
Certificates  so  signed  shall  be  delivered  by  the Trust, such Certificates
nevertheless  may be delivered as though the person who signed such Certificates
had  not  ceased  to be such Administrator, and any Certificate may be signed on
behalf of the Trust by such persons who, at the actual date of execution of such
Security,  shall  be  an Administrator of the Trust, although at the date of the
execution  and  delivery  of  the  Declaration  any  such person was not such an
Administrator.  A Capital Security shall not be valid until authenticated by the
facsimile  or  manual  signature  of  an Authorized Officer of the Institutional
Trustee.  Such  signature shall be conclusive evidence that the Capital Security
has  been authenticated under this Declaration.  Upon written order of the Trust
signed  by  one  Administrator, the Institutional Trustee shall authenticate the
Capital Securities for original issue.  The Institutional Trustee may appoint an
authenticating  agent  that  is  a  U.S.  Person  acceptable  to  the  Trust  to
authenticate  the  Capital  Securities.  A  Common  Security  need  not  be  so
authenticated.

     (c)     The  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,
except  as  provided  in  Section  9.1(b) with respect to the Common Securities,
non-assessable.

     (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  Hartford,  Connecticut,  an  office  or  agency  where the Capital
Securities  may  be  presented  for  payment  ("Paying Agent"), and an office or
                                                ------------
agency  where  Securities  may  be  presented  for  registration  of transfer or
exchange  (the  "Transfer  Agent").  The Trust shall keep or cause to be kept at
                 ---------------
such  office  or  agency  a  register for the purpose of registering Securities,
transfers  and  exchanges of Securities, such register to be held by a registrar
(the  "Registrar").  The  Administrators  may  appoint  the  Paying  Agent,  the
       ---------
Registrar  and  the Transfer Agent and may appoint one or more additional Paying
Agents  or  one or more co-Registrars, or one or more co-Transfer Agents in such
other  locations  as  it  shall determine.  The term "Paying Agent" includes any
                                                      ------------
additional  paying agent, the term "Registrar" includes any additional registrar
                                    ---------
or  co-Registrar  and the term "Transfer Agent" includes any additional transfer
                                --------------
agent.  The  Administrators  may  change  any  Paying  Agent,  Transfer Agent or
Registrar  at  any  time without prior notice to any Holder.  The Administrators
shall  notify  the  Institutional  Trustee of the name and address of any Paying
Agent,  Transfer  Agent  and  Registrar  not  a  party to this Declaration.  The
Administrators  hereby  initially  appoint  the  Institutional Trustee to act as
Paying  Agent,  Transfer  Agent and Registrar for the Capital Securities and the
Common  Securities.  The  Institutional  Trustee or any of its Affiliates in the
United  States  may  act  as  Paying  Agent,  Transfer  Agent  or  Registrar.

     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-1, and the Common Securities shall be
substantially  in  the form of Exhibit A-2, each of which is hereby incorporated
in  and  expressly  made a part of this Declaration.  Certificates may be typed,
printed,  lithographed  or engraved or may be produced in any other manner as is
reasonably  acceptable to the Administrators, as conclusively evidenced by their
execution thereof.  The Securities may have letters, numbers, notations or other
marks of identification or designation and such legends or endorsements required
by law, stock exchange rule, agreements to which the Trust is subject if any, or
usage  (provided  that  any  such  notation,  legend or


                                       23
<PAGE>
endorsement  is in a form acceptable to the Sponsor). The Trust at the direction
of the Sponsor shall furnish any such legend not contained in Exhibit A-1 to the
Institutional  Trustee  in  writing.  Each Capital Security shall be dated on or
before  the  date  of  its  authentication.  The  terms  and  provisions  of the
Securities  set  forth  in  Annex  I  and  the  forms of Securities set forth in
Exhibits A-1 and A-2 are part of the terms of this Declaration and to the extent
applicable,  the  Institutional  Trustee, the Administrators and the Sponsor, by
their  execution and delivery of this Declaration, expressly agree to such terms
and  provisions  and to be bound thereby. Capital Securities will be issued only
in  blocks  having  a stated liquidation amount of not less than $100,000.00 and
any  multiple  of  $1,000.00  in  excess  thereof.

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

     SECTION  6.4.  MUTILATED,  DESTROYED,  LOST  OR  STOLEN  CERTIFICATES.
                    ------------------------------------------------------

     If:

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

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

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

     SECTION  6.5.  TEMPORARY SECURITIES.  Until definitive Securities are ready
                    --------------------
for  delivery,  the  Administrators  may prepare and, in the case of the Capital
Securities,  the Institutional Trustee shall authenticate, temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but  may  have  variations  that  the  Administrators  consider  appropriate for
temporary  Securities.  Without  unreasonable  delay,  the  Administrators shall
prepare  and,  in  the case of the Capital Securities, the Institutional Trustee
shall  authenticate, definitive Securities in exchange for temporary Securities.

     SECTION  6.6.  CANCELLATION.  The  Administrators  at  any time may deliver
                    ------------
Securities  to  the Institutional Trustee for cancellation.  The Registrar shall
forward  to  the  Institutional  Trustee  any  Securities  surrendered to it for
registration  of  transfer,  redemption  or  payment.  The Institutional Trustee
shall  promptly  cancel all Securities surrendered for registration of transfer,
payment,  replacement  or  cancellation  and  shall  dispose  of  such  canceled
Securities  as  the Administrators direct.  The Administrators may not issue new
Securities to replace Securities that have been paid or that have been delivered
to  the  Institutional  Trustee  for  cancellation.

     SECTION  6.7.  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


                                       24
<PAGE>
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, subject to the provisions hereof, fails
to  annul any such declaration and waive such default, the Holders of a Majority
in  liquidation  amount  of  the  Capital  Securities,  by written notice to the
Institutional  Trustee,  the  Sponsor and the Debenture Trustee, may rescind and
annul  such  declaration  and  its  consequences  if:

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

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

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

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

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

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

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

     Upon  receipt by the Institutional Trustee of written notice declaring such
an  acceleration, or rescission and annulment thereof, by Holders of any part of
the  Capital  Securities,  a  record  date  shall be established for determining
Holders of outstanding Capital Securities entitled to join in such notice, which
record  date  shall  be  at  the  close of business on the day the Institutional
Trustee  receives  such  notice.  The Holders on such record date, or their duly
designated  proxies,  and  only  such  Persons,  shall  be  entitled  to


                                       25
<PAGE>
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.

                                  ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

     SECTION  7.1.  DISSOLUTION  AND  TERMINATION  OF  TRUST.
                    ----------------------------------------

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

          (i)     unless earlier dissolved, on December 17, 2038, the expiration
     of  the  term  of  the  Trust;

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

          (iii)     upon  the  filing  of  a  certificate  of dissolution or its
     equivalent  with  respect  to  the Sponsor (other than in connection with a
     merger,  consolidation  or  similar  transaction  not  prohibited  by  the
     Indenture,  this  Declaration or the Guarantee, as the case may be) or upon
     the  revocation of the charter of the Sponsor and the expiration of 90 days
     after  the  date  of  revocation  without  a  reinstatement  thereof;

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

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

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

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


                                       26
<PAGE>
     (b)     As soon as is practicable after the occurrence of an event referred
to  in Section 7.1(a), and after satisfaction of liabilities to creditors of the
Trust  as  required by applicable law, including of the Statutory Trust Act, and
subject  to  the  terms  set  forth  in Annex I, the Institutional Trustee shall
terminate  the  Trust by filing a certificate of cancellation with the Secretary
of  State  of  the  State  of  Connecticut.

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

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

     SECTION  8.1.  GENERAL.
                    -------

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

     (b)     Upon  issuance  of the Common Securities, the Sponsor shall acquire
and  retain  beneficial and record ownership of the Common Securities and for so
long  as  the  Securities  remain  outstanding,  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.


                                       27
<PAGE>
     SECTION  8.2.  TRANSFER  PROCEDURES  AND  RESTRICTIONS.
                    ---------------------------------------

     (a)     The Capital Securities shall bear the Restricted Securities Legend,
which  shall  not  be  removed  unless  there  is  delivered  to  the Trust such
satisfactory  evidence,  which may include an opinion of counsel satisfactory to
the Trustee, as may be reasonably required by the Trust, that neither the legend
nor  the  restrictions on transfer set forth therein are required to ensure that
transfers  thereof  comply  with  the  provisions  of  the Securities Act.  Upon
provision  of  such  satisfactory  evidence,  the  Institutional Trustee, at the
written  direction  of  the  Trust,  shall  authenticate  and  deliver  Capital
Securities  that  do  not  bear  the  legend.

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

          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.


                                       28
<PAGE>
          THE  HOLDER  OF  THIS  SECURITY  BY ITS ACCEPTANCE HEREOF ALSO AGREES,
     REPRESENTS  AND  WARRANTS  THAT  IT  IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
     RETIREMENT  ACCOUNT  OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
     EMPLOYEE  RETIREMENT  INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
     SECTION  4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
     (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS"
     BY  REASON  OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING
     "PLAN  ASSETS"  OF  ANY  PLAN  MAY  ACQUIRE  OR  HOLD THE SECURITIES OR ANY
     INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE
     RELIEF  AVAILABLE  UNDER  U.S.  DEPARTMENT  OF LABOR PROHIBITED TRANSACTION
     CLASS  EXEMPTION  96-23,  95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
     EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY
     SECTION  406  OF  ERISA  OR  SECTION  4975 OF THE CODE WITH RESPECT TO SUCH
     PURCHASE  OR  HOLDING.  ANY  PURCHASER  OR  HOLDER OF THE SECURITIES OR ANY
     INTEREST  THEREIN  WILL  BE  DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
     HOLDING  THEREOF  THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN
     THE  MEANING  OF  SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF
     THE  CODE  IS  APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
     EMPLOYEE  BENEFIT  PLAN  OR  PLAN,  OR ANY OTHER PERSON OR ENTITY USING THE
     ASSETS  OF  ANY  EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR
     (ii)  SUCH  PURCHASE  WILL  NOT  RESULT  IN  A PROHIBITED TRANSACTION UNDER
     SECTION  406  OF  ERISA  OR  SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
     APPLICABLE  STATUTORY  OR  ADMINISTRATIVE  EXEMPTION.

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

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

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

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

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

     SECTION  8.3.  DEEMED SECURITY HOLDERS.  The Trust, the Administrators, the
                    -----------------------
Institutional Trustee, the Paying Agent, the Transfer Agent or the Registrar may
treat  the Person in whose name any Certificate


                                       29
<PAGE>
shall  be registered on the books and records of the Trust as the sole holder of
such  Certificate  and  of  the  Securities  represented by such Certificate for
purposes  of  receiving Distributions and for all other purposes whatsoever and,
accordingly,  shall not be bound to recognize any equitable or other claim to or
interest  in  such  Certificate  or  in  the  Securities  represented  by  such
Certificate  on  the  part  of  any  Person,  whether  or  not  the  Trust,  the
Administrators,  the Institutional Trustee, the Paying Agent, the Transfer Agent
or  the  Registrar  shall  have  actual  or  other  notice  thereof.

                                   ARTICLE IX

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

     SECTION  9.1.  LIABILITY.
                    ---------

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

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

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

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

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

     SECTION  9.2.  EXCULPATION.
                    -----------

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

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


                                       30
<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 full extent permitted by law,
any Indemnified Person who was or is a party or is threatened to be made a party
to  any  threatened,  pending  or  completed action, suit or proceeding, whether
civil,  criminal, administrative or investigative (other than an action by or in
the  right  of the Trust) arising out of or in connection with the acceptance or
administration  of  this  Declaration by reason of the fact that he is or was an
Indemnified  Person  against  expenses (including reasonable attorneys' fees and
expenses),  judgments,  fines  and  amounts  paid  in  settlement  actually  and
reasonably incurred by him in connection with such action, suit or proceeding if
he  acted  in  good faith and in a manner he reasonably believed to be in or not
opposed  to  the  best interests of the Trust, and, with respect to any criminal
action  or  proceeding,  had  no  reasonable  cause  to  believe his conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order,
settlement,  conviction,  or  upon  a plea of nolo contendere or its equivalent,
shall  not,  of itself, create a presumption that the Indemnified Person did not
act  in  good faith and in a manner which he reasonably believed to be in or not
opposed  to  the  best interests of the Trust, and, with respect to any criminal
action  or  proceeding,  had  reasonable  cause  to believe that his conduct was
unlawful.

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


                                       31
<PAGE>
     (c)     To the extent that an Indemnified Person shall be successful on the
merits  or  otherwise (including dismissal of an action without prejudice or the
settlement  of  an  action  without  admission  of  liability) in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b) of this Section
9.4,  or  in  defense  of  any  claim,  issue  or  matter  therein,  he shall be
indemnified,  to  the  full extent permitted by law, against expenses (including
attorneys'  fees  and  expenses)  actually  and  reasonably  incurred  by him in
connection  therewith.

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

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

     (f)     The  Institutional  Trustee,  at  the  sole cost and expense of the
Sponsor,  retains  the right to representation by counsel of its own choosing in
any  action,  suit  or  any  other  proceeding for which it is indemnified under
paragraphs  (a)  and  (b)  of  this  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.


                                       32
<PAGE>
     (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 and the
                    ------------------
Institutional  Trustee  may  engage  in or possess an interest in other business
ventures  of any nature or description, independently or with others, similar or
dissimilar  to  the  business  of  the  Trust,  and the Trust and the Holders of
Securities  shall  have  no  rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of  any  such venture, even if competitive with the business of the Trust, shall
not  be deemed wrongful or improper.  None of any Covered Person, the Sponsor or
the  Institutional  Trustee  shall  be  obligated  to  present  any  particular
investment  or  other  opportunity to the Trust even if such opportunity is of a
character  that, if presented to the Trust, could be taken by the Trust, and any
Covered  Person,  the Sponsor and the Institutional Trustee shall have the right
to  take  for  its own account (individually or as a partner or fiduciary) or to
recommend  to  others  any such particular investment or other opportunity.  Any
Covered  Person and the Institutional Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the Sponsor,
or  may  act as depositary for, trustee or agent for, or act on any committee or
body  of  holders  of,  securities  or  other  obligations of the Sponsor or its
Affiliates.

     Section  9.6.  COMPENSATION;  FEE.  The  Sponsor  agrees:
                    ------------------

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

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

     The  provisions  of  this  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.

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


                                       33
<PAGE>
                                    ARTICLE X

                                   ACCOUNTING

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

     SECTION  10.2.     CERTAIN  ACCOUNTING  MATTERS.
                        ----------------------------

     (a)     At  all times during the existence of the Trust, the Administrators
shall  keep,  or  cause  to  be kept at the principal office of the Trust in the
United  States,  as  defined  for  purposes  of  Treasury  Regulations  section
301.7701-7, full books of account, records and supporting documents, which shall
reflect  in  reasonable  detail  each  transaction  of  the Trust.  The books of
account  shall  be  maintained,  at  the  Sponsor's  expense, in accordance with
generally  accepted  accounting  principles, consistently applied.  The books of
account  and  the  records  of  the Trust shall be examined by and reported upon
(either  separately  or as part of the Sponsor's regularly prepared consolidated
financial  report)  as  of the end of each Fiscal Year of the Trust by a firm of
independent  certified  public  accountants  selected  by  the  Administrators.

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

     (c)     The  Administrators,  at  the  Sponsor's expense, shall cause to be
duly  prepared  at  the principal office of the Sponsor in the United States, as
'United  States'  is  defined  in  Section  7701(a)(9)  of  the  Code (or at the
principal office of the Trust if the Sponsor has no such principal office in the
United States), and filed an annual United States federal income tax return on a
Form  1041  or such other form required by United States federal income tax law,
and  any  other  annual  income  tax  returns  required  to  be  filed  by  the
Administrators  on behalf of the Trust with any state or local taxing authority.

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

     SECTION  10.4.  WITHHOLDING.  The Institutional Trustee or any Paying Agent
                     -----------
and  the  Administrators  shall  comply  with all withholding requirements under
United  States  federal,  state and local law.  The Institutional Trustee or any
Paying  Agent  shall request, and each Holder shall provide to the Institutional
Trustee  or  any  Paying  Agent,  such forms or certificates as are necessary to
establish  an  exemption  from  withholding  with respect to the Holder, and any
representations  and forms as shall reasonably be requested by the Institutional
Trustee  or  any  Paying Agent to assist it in determining the extent of, and in
fulfilling, its withholding obligations.  The Administrators shall file required
forms with applicable jurisdictions and, unless an exemption from withholding is
properly  established  by a Holder, shall remit amounts withheld with respect to
the  Holder  to  applicable jurisdictions.  To the extent that the Institutional
Trustee  or any Paying Agent is required to withhold and pay over any amounts to
any  authority  with  respect to distributions or allocations to any Holder, the
amount  withheld  shall  be  deemed  to  be  a Distribution in the amount of the
withholding to the Holder.  In the event of any claimed overwithholding, Holders


                                       34
<PAGE>
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 the Institutional 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 Trust and the
          Sponsor  that  such  amendment  is  permitted by, and conforms to, the
          terms of this Declaration (including the terms of the Securities); and

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

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

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

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

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

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

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

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


                                       35
<PAGE>
     (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
     (including  without  limitation to conform to any change in Rule 3a-5, Rule
     3a-7  or  any  other  applicable  rule  under the Investment Company Act or
     written  change in interpretation or application thereof by any legislative
     body,  court,  government  agency  or regulatory authority) which amendment
     does  not  have  a  material  adverse  effect on the rights, preferences or
     privileges  of  the  Holders  of  Securities;

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

     SECTION  11.2.  MEETINGS  OF  THE  HOLDERS OF SECURITIES; ACTION BY WRITTEN
                     -----------------------------------------------------------
CONSENT.
-------

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

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

          (i)     notice  of  any such meeting shall be given to all the Holders
     of  the  Securities  having a right to vote thereat at least 7 days and not
     more than 60 days before the date of such meeting. Whenever a vote, consent
     or approval of the Holders of the Securities is permitted or required under
     this  Declaration, such vote, consent or approval may be given at a meeting
     of the Holders of the Securities. Any action that may be taken at a meeting
     of  the  Holders  of  the  Securities  may  be taken without a meeting if a
     consent  in  writing  setting  forth  the  action so taken is signed by the
     Holders  of  the  Securities  owning  not  less  than the minimum amount of


                                       36
<PAGE>
     Securities  in  liquidation  amount that would be necessary to authorize or
     take such action at a meeting at which all Holders of the Securities having
     a  right  to  vote  thereon  were  present and voting. Prompt notice of the
     taking  of  action  without  a meeting shall be given to the Holders of the
     Securities  entitled  to  vote  who  have  not  consented  in  writing. The
     Administrators may specify that any written ballot submitted to the Holders
     of  the  Securities  for the purpose of taking any action without a meeting
     shall  be  returned  to  the  Trust  within  the  time  specified  by  the
     Administrators;

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

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

                                  ARTICLE XII

                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE

     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);


                                       37
<PAGE>
     (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.

                                  ARTICLE XIII

                                  MISCELLANEOUS

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

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

             Gateway Bancshares Statutory Trust I
             c/o Gateway Bancshares, Inc.
             5102 Alabama Highway
             Ringgold, Georgia 30736
             Attention:  Robert G. Peck
             Telecopy:  706-965-5511

     (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):

             U.S. Bank National Association
             225 Asylum Street, Goodwin Square
             Hartford, Connecticut  06103
             Attention:  Vice President, Corporate Trust Services Division
             Telecopy:  860-241-6889

     With  a  copy  to:

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

     (c)     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):

             Gateway  Bancshares,  Inc.
             5102  Alabama  Highway
             Ringgold,  Georgia  30736
             Attention:  Robert  G.  Peck
             Telecopy:  706-965-5511


                                       38
<PAGE>
     (d)     if given to any other Holder, at the address set forth on the books
and  records  of  the  Trust.

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

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

     SECTION  13.3.  INTENTION  OF  THE  PARTIES.  It  is  the  intention of the
                     ---------------------------
parties hereto that the Trust be classified for United States federal income tax
purposes  as  a  grantor  trust.  The  provisions  of  this Declaration shall be
interpreted  to  further  this  intention  of  the  parties.

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

     SECTION 13.5.  SUCCESSORS AND ASSIGNS.  Whenever in this Declaration any of
                    ----------------------
the  parties  hereto is named or referred to, the successors and assigns of such
party  shall  be deemed to be included, and all covenants and agreements in this
Declaration by the Sponsor and the Institutional 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
Administrators  to  any  of  such  counterpart  signature  pages.  All  of  such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.

                       Signatures appear on the following page


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

                                     U.S.  BANK  NATIONAL  ASSOCIATION,
                                     as  Institutional  Trustee


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



                                     GATEWAY BANCSHARES, INC., as Sponsor


                                     By   /s/  Robert  G.  Peck
                                          ---------------------
                                          Name:  Robert G. Peck
                                          Title: President



                                     GATEWAY BANCSHARES STATUTORY TRUST I


                                     By:  /s/  Harle  B.  Green
                                          ---------------------
                                          Administrator


                                     By:  /s/  Robert  G.  Peck
                                          ---------------------
                                          Administrator


                                     By:  /s/Jeff  Hensley
                                          ----------------
                                          Administrator


                                       40
<PAGE>
                                    ANNEX I

                              TERMS OF SECURITIES

          Pursuant  to  Section  6.1  of the Amended and Restated Declaration of
Trust,  dated  as  of  December  17,  2003  (as  amended  from time to time, the
"Declaration"),  the  designation, rights, privileges, restrictions, preferences
and  other  terms  and  provisions  of  the  Capital  Securities  and the Common
Securities  are set out below (each capitalized term used but not defined herein
has  the  meaning  set  forth  in  the  Declaration):

     1.     Designation  and  Number.
            ------------------------

          (a)     3,500  Floating  Rate Capital Securities of Gateway Bancshares
Statutory  Trust  I  (the  "Trust"), with an aggregate stated liquidation amount
with  respect  to the assets of the Trust of three million five hundred thousand
and  00/100 dollars ($3,500,000.00) and a stated liquidation amount with respect
to  the  assets  of  the  Trust  of  $1,000.00  per Capital Security, are hereby
designated  for the purposes of identification only as the "Capital Securities".
                                                            ------------------
The  Capital  Security  Certificates  evidencing the Capital Securities shall be
substantially  in  the form of Exhibit A-1 to the Declaration, with such changes
and  additions  thereto  or  deletions  therefrom as may be required by ordinary
usage,  custom  or  practice.

          (b)     109  Floating Rate Common Securities of the Trust (the "Common
                                                                          ------
Securities")  will be evidenced by Common Security Certificates substantially in
----------
the  form  of  Exhibit  A-2  to the Declaration, with such changes and additions
thereto  or  deletions therefrom as may be required by ordinary usage, custom or
practice.

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

          (a)     Distributions  will be payable on each Security for the period
beginning  on  (and  including) the date of original issuance and ending on (but
excluding)  March  17, 2004 at a rate per annum of 4.02% and shall bear interest
for each successive period beginning on (and including) March 17, 2004, and each
succeeding  Distribution  Payment  Date,  and ending on (but excluding) the next
succeeding  Distribution  Payment Date (each, a "Distribution Period") at a rate
                                                 -------------------
per  annum equal to the 3-Month LIBOR, determined as described below, plus 2.85%
(the "Coupon Rate"), applied to the stated liquidation amount thereof, such rate
      -----------
being  the  rate  of  interest  payable  on  the  Debentures  to  be held by the
Institutional  Trustee.  Distributions  in  arrears  will  bear interest thereon
compounded  quarterly  at  the  applicable  Distribution  Rate  (to  the  extent
permitted  by  law).  Distributions,  as used herein, include cash distributions
and any such compounded distributions unless otherwise noted.  A Distribution is
payable  only  to the extent that payments are made in respect of the Debentures
held  by  the  Institutional Trustee and to the extent the Institutional Trustee
has  funds  available  therefor.  The amount of the Distribution payable for any
Distribution  Period will be calculated by applying the Distribution Rate to the
stated  liquidation  amount  outstanding at the commencement of the Distribution
Period  on  the  basis  of  the actual number of days in the Distribution Period
concerned  divided  by  360.  All percentages resulting from any calculations on
the  Capital  Securities  will  be  rounded,  if  necessary,  to the nearest one
hundred-thousandth  of  a  percentage  point,  with  five  one-millionths  of  a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to
9.87655%  (or  .0987655),  and all dollar amounts used in or resulting from such
calculation  will  be  rounded  to  the  nearest  cent (with one-half cent being
rounded  upward)).

          (b)     Distributions  on  the  Securities  will  be  cumulative, will
accrue  from  the  date  of  original  issuance, and will be payable, subject to
extension  of  distribution  payment  periods  as described herein, quarterly in
arrears  on  March 17, June 17, September 17 and December 17 of each year, or if
such  day  is  not  a  Business  Day,  then  the  next  succeeding Business Day,
commencing  on  March 17, 2004 (each a "Distribution Payment Date") when, as and
                                        -------------------------
if  available  for  payment.  The  Debenture  Issuer  has  the  right  under the


                                      I-1
<PAGE>
Indenture  to  defer  payments  of  interest  on  the  Debentures, so long as no
Indenture  Event  of  Default  has  occurred and is continuing, by deferring the
payment of interest on the Debentures for up to 20 consecutive quarterly periods
(each  an  "Extension Period") at any time and from time to time, subject to the
            ----------------
conditions  described  below, during which Extension Period no interest shall be
due  and payable.  During any Extension Period, interest will continue to accrue
on  the  Debentures,  and  interest  on  such accrued interest will accrue at an
annual  rate  equal  to  the Distribution Rate in effect for each such Extension
Period, compounded quarterly from the date such interest would have been payable
were  it  not  for  the  Extension  Period, to the extent permitted by law (such
interest  referred to herein as "Additional Interest").  No Extension Period may
                                 -------------------
end  on  a  date other than a Distribution Payment Date.  At the end of any such
Extension  Period,  the Debenture Issuer shall pay all interest then accrued and
unpaid  on the Debentures (together with Additional Interest thereon); provided,
                                                                       --------
however,  that  no  Extension  Period  may  extend  beyond the Maturity Date and
-------
provided  further, however, that during any such Extension Period, the Debenture
--------  -------  -------
Issuer  and  its  Affiliates  shall  not  (i)  declare  or  pay any dividends or
distributions  on,  or  redeem, purchase, acquire, or make a liquidation payment
with  respect to, any of the Debenture Issuer's or its Affiliates' capital stock
(other  than  payments of dividends or distributions to the Debenture Issuer) or
make  any  guarantee  payments  with  respect to the foregoing, or (ii) make any
payment  of principal of or interest or premium, if any, on or repay, repurchase
or redeem any debt securities of the Debenture Issuer or any Affiliate that rank
pari  passu  in all respects with or junior in interest to the Debentures (other
than,  with  respect to clauses (i) and (ii) above, (a) repurchases, redemptions
or  other  acquisitions  of  shares  of capital stock of the Debenture Issuer in
connection  with  any  employment  contract,  benefit  plan  or  other  similar
arrangement  with  or  for  the  benefit  of  one  or  more employees, officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase  plan or in connection with the issuance of capital
stock of the Debenture Issuer (or securities convertible into or exercisable for
such  capital stock) as consideration in an acquisition transaction entered into
prior  to  the  applicable  Extension Period, (b) as a result of any exchange or
conversion  of  any  class or series of the Debenture Issuer's capital stock (or
any  capital  stock  of  a  subsidiary of the Debenture Issuer) for any class or
series  of the Debenture Issuer's capital stock or of any class or series of the
Debenture  Issuer's  indebtedness  for  any  class  or  series  of the Debenture
Issuer's  capital  stock,  (c) the purchase of fractional interests in shares of
the  Debenture  Issuer's  capital  stock  pursuant to the conversion or exchange
provisions  of  such capital stock or the security being converted or exchanged,
(d)  any  declaration  of a dividend in connection with any stockholders' rights
plan, or the issuance of rights, stock or other property under any stockholders'
rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any
dividend  in  the  form  of  stock,  warrants, options or other rights where the
dividend  stock or the stock issuable upon exercise of such warrants, options or
other  rights  is  the same stock as that on which the dividend is being paid or
ranks  pari  passu with or junior to such stock and any cash payments in lieu of
fractional  shares  issued  in  connection therewith, or (f)  payments under the
Capital  Securities  Guarantee).  Prior  to  the  termination  of  any Extension
Period,  the Debenture Issuer may further extend such period, provided that such
period  together  with  all  such  previous  and  further consecutive extensions
thereof  shall not exceed 20 consecutive quarterly periods, or extend beyond the
Maturity  Date.  Upon  the  termination  of  any  Extension  Period and upon the
payment  of  all  accrued  and  unpaid  interest  and  Additional  Interest, the
Debenture  Issuer  may commence a new Extension Period, subject to the foregoing
requirements.  No  interest  or  Additional  Interest  shall  be due and payable
during  an  Extension Period, except at the end thereof, but each installment of
interest  that  would  otherwise have been due and payable during such Extension
Period  shall  bear  Additional  Interest.  During  any  Extension  Period,
Distributions  on  the  Securities  shall  be deferred for a period equal to the
Extension Period.  If Distributions are deferred, the Distributions due shall be
paid  on the date that the related Extension Period terminates to Holders of the
Securities  as  they  appear on the books and records of the Trust on the record
date  immediately  preceding such date.  Distributions on the Securities must be
paid  on  the dates payable (after giving effect to any Extension Period) to the
extent  that the Trust has funds available for the payment of such distributions
in  the  Property  Account  of  the  Trust.  The  Trust's  funds  available  for
Distribution  to  the  Holders  of  the  Securities  will be limited to payments
received  from the Debenture Issuer.  The payment of Distributions out of moneys


                                      I-2
<PAGE>
held  by  the  Trust  is  guaranteed by the Guarantor pursuant to the Guarantee.

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

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

     3.     Liquidation  Distribution  Upon  Dissolution.  In  the  event of the
            --------------------------------------------
voluntary  or involuntary liquidation, dissolution, winding-up or termination of
the  Trust  (each a "Liquidation") other than in connection with a redemption of
                     -----------
the Debentures, the Holders of the Securities will be entitled to receive out of
the assets of the Trust available for distribution to Holders of the Securities,
after  satisfaction  of liabilities to creditors of the Trust (to the extent not
satisfied  by the Debenture Issuer), distributions equal to the aggregate of the
stated  liquidation  amount  of  $1,000.00  per Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
                                                                     -----------
Distribution"), unless in connection with such Liquidation, the Debentures in an
------------
aggregate  stated  principal  amount  equal  to the aggregate stated liquidation
amount  of such Securities, with an interest rate equal to the Distribution Rate
of,  and  bearing  accrued and unpaid interest in an amount equal to the accrued
and  unpaid  Distributions  on,  and  having  the  same  record  date  as,  such
Securities,  after  paying  or making reasonable provision to pay all claims and
obligations  of  the  Trust in accordance with the Statutory Trust Act, shall be
distributed on a Pro Rata basis to the Holders of the Securities in exchange for
such  Securities.

     The  Sponsor,  as the Holder of all of the Common Securities, has the right
at  any  time  to  dissolve  the  Trust (including, without limitation, upon the
occurrence  of  a Special Event), subject to the receipt by the Debenture Issuer
of  prior approval from the Board of Governors of the Federal Reserve System, or
its  designated  district  bank, as applicable, and any successor federal agency
that  is primarily responsible for regulating the activities of the Sponsor (the
"Federal Reserve"), if the Sponsor is a bank holding company, or from the Office
 ---------------
of  Thrift  Supervision  and  any  successor  federal  agency  that is primarily
responsible for regulating the activities of Sponsor, (the "OTS") if the Sponsor
                                                            ---
is  a  savings  and  loan holding company, in either case if then required under
applicable  capital  guidelines  or  policies  of the Federal Reserve or OTS, as
applicable,  and,  after  satisfaction of liabilities to creditors of the Trust,
cause the Debentures to be distributed to the Holders of the Securities on a Pro
Rata  basis  in accordance with the aggregate stated liquidation amount thereof.

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


                                      I-3
<PAGE>
the  Holders of the Securities, the Debentures on a Pro Rata basis to the extent
not satisfied by the Debenture Issuer, unless such distribution is determined by
the  Institutional Trustee not to be practical, in which event such Holders will
be entitled to receive out of the assets of the Trust available for distribution
to  the  Holders, after satisfaction of liabilities of creditors of the Trust to
the  extent  not  satisfied  by  the  Debenture  Issuer,  an amount equal to the
Liquidation  Distribution.  An early Liquidation of the Trust pursuant to clause
(iv)  of  Section  7.1(a)  of  the  Declaration shall occur if the Institutional
Trustee  determines  that  such  Liquidation  is possible by distributing, after
satisfaction  of  liabilities  to  creditors of the Trust, to the Holders of the
Securities  on  a  Pro Rata basis, the Debentures, and such distribution occurs.

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

     After  the  date for any distribution of the Debentures upon dissolution of
the  Trust  (i)  the  Securities  of  the  Trust  will be deemed to be no longer
outstanding,  (ii)  upon  surrender  of  a Holder's Securities certificate, such
Holder  of the Securities will receive a certificate representing the Debentures
to  be delivered upon such distribution, (iii) any certificates representing the
Securities  still  outstanding  will be deemed to represent undivided beneficial
interests  in such of the Debentures as have an aggregate principal amount equal
to  the  aggregate  stated liquidation amount with an interest rate identical to
the  Distribution  Rate  of,  and  bearing  accrued and unpaid interest equal to
accrued  and unpaid distributions on, the Securities until such certificates are
presented  to  the Debenture Issuer or its agent for transfer or reissuance (and
until such certificates are so surrendered, no payments of interest or principal
shall  be  made  to  Holders  of  Securities  in respect of any payments due and
payable  under  the Debentures; provided, however that such failure to pay shall
                                --------  -------
not  be deemed to be an Event of Default and shall not entitle the Holder to the
benefits  of  the Guarantee), and (iv) all rights of Holders of Securities under
the  Declaration  shall  cease,  except  the  right  of  such Holders to receive
Debentures  upon  surrender  of  certificates  representing  such  Securities.

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

          (a)     The  Debentures  will  mature  on  December  17,  2033.  The
Debentures  may be redeemed by the Debenture Issuer, in whole or in part, at any
Distribution  Payment  Date  on  or  after  December 17, 2008, at the Redemption
Price.  In  addition,  the Debentures may be redeemed by the Debenture Issuer at
the  Special  Redemption  Price,  in  whole but not in part, at any Distribution
Payment Date, upon the occurrence and continuation of a Special Event within 120
days  following  the  occurrence of such Special Event at the Special Redemption
Price,  upon  not  less than 30 nor more than 60 days' notice to holders of such
Debentures  so long as such Special Event is continuing. In each case, the right
of  the  Debenture  Issuer  to redeem the Debentures is subject to the Debenture
Issuer having received prior approval from the Federal Reserve (if the Debenture
Issuer  is  a  bank  holding  company)  or  prior  approval from the OTS (if the
Debenture  Issuer  is  a savings and loan holding company), in each case if then
required  under  applicable  capital  guidelines  or  policies of the applicable
federal  agency.

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

          (1)     the rate (expressed as a percentage per annum) for U.S. dollar
     deposits  having  a three-month maturity that appears on Telerate Page 3750
     as  of  11:00  a.m.  (London  time)  on  the related Determination Date (as
     defined  below). "Telerate Page 3750" means the display designated as "Page
     3750"  on  the Dow Jones Telerate Service or such other page as may replace
     Page  3750  on  that  service  or  such other service or services as may be


                                      I-4
<PAGE>
     nominated by the British Bankers' Association as the information vendor for
     the  purpose  of  displaying London interbank offered rates for U.S. dollar
     deposits;

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

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

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

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

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

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


                                      I-5
<PAGE>
     "Determination  Date" means the date that is two London Banking Days (i.e.,
      -------------------
a  business  day in which dealings in deposits in U.S. dollars are transacted in
the  London  interbank  market) preceding the particular Distribution Period for
which  a  Coupon  Rate  is  being  determined.

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

     "Maturity Date" means December 17, 2033.
      -------------

     "Redemption  Date"  shall mean the date fixed for the redemption of Capital
      ----------------
Securities,  which  shall  be any March 17, June 17, September 17 or December 17
commencing  December  17,  2008.

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

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

     "Special  Redemption Date" means a date on which a Special Event redemption
      ------------------------
occurs, which shall be any March 17, June 17, September 17 or December 17.

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

<TABLE>
<CAPTION>
SPECIAL REDEMPTION DATE           SPECIAL REDEMPTION PRICE
--------------------------------  ------------------------
<S>                               <C>

March 17, 2004                                    104.625%

June 17, 2004                                     104.300%

September 17, 2004                                104.000%

December 17, 2004                                 103.650%

March 17, 2005                                    103.350%

June 17, 2005                                     103.000%

September 17, 2005                                102.700%

December 17, 2005                                 102.350%

March 17, 2006                                    102.050%

June 17, 2006                                     101.700%


                                      I-6
<PAGE>
September 17, 2006                                101.400%

December 17, 2006                                 101.050%

March 17, 2007                                    100.750%

June 17, 2007                                     100.450%

September 17, 2007                                100.200%

December 17, 2007 and thereafter                  100.000%
</TABLE>

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

     "Tax  Event"  means the receipt by the Debenture Issuer and the Trust of an
      ----------
opinion  of  counsel experienced in such matters to the effect that, as a result
of  any  amendment  to or change (including any announced prospective change) in
the  laws  or  any  regulations thereunder of the United States or any political
subdivision  or  taxing  authority  thereof  or  therein,  or as a result of any
official  administrative  pronouncement  (including  any  private letter ruling,
technical  advice memorandum, field service advice, regulatory procedure, notice
or  announcement  including  any  notice or announcement of intent to adopt such
procedures  or  regulations)  (an  "Administrative Action") or judicial decision
                                    ---------------------
interpreting  or  applying  such laws or regulations, regardless of whether such
Administrative  Action or judicial decision is issued to or in connection with a
proceeding  involving  the  Debenture  Issuer  or  the  Trust and whether or not
subject  to  review  or  appeal,  which  amendment,  clarification,  change,
Administrative  Action or decision is enacted, promulgated or announced, in each
case  on or after the date of original issuance of the Debentures, there is more
than  an insubstantial risk that: (i) the Trust is, or will be within 90 days of
the  date  of  such  opinion,  subject  to United States federal income tax with
respect  to  income received or accrued on the Debentures; (ii) interest payable
by  the Debenture Issuer on the Debentures is not, or within 90 days of the date
of such opinion, will not be, deductible by the Debenture Issuer, in whole or in
part,  for  United States federal income tax purposes; or (iii) the Trust is, or
will  be  within  90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

     (b)     Upon the repayment in full at maturity or redemption in whole or in
part  of the Debentures (other than following the distribution of the Debentures
to  the  Holders of the Securities), the proceeds from such repayment or payment
shall  concurrently  be  applied to redeem Pro Rata at the applicable Redemption
Price or Special Redemption Price, as applicable, Securities having an aggregate
liquidation  amount equal to the aggregate principal amount of the Debentures so
repaid  or redeemed; provided, however, that holders of such Securities shall be
                     --------  -------
given  not  less than 30 nor more than 60 days' notice of such redemption (other
than  at  the  scheduled  maturity  of  the  Debentures).

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

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


                                      I-7
<PAGE>
     (e)     Redemption  or  Distribution  Procedures.
             ----------------------------------------

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

               (ii)  If  the Securities are to be redeemed and the Trust gives a
     Redemption/  Distribution  Notice,  which  notice may only be issued if the
     Debentures  are  redeemed as set out in this paragraph 4 (which notice will
     be  irrevocable),  then,  provided  that  the  Institutional  Trustee has a
                               --------
     sufficient  amount  of  cash  in  connection with the related redemption or
     maturity of the Debentures, the Institutional Trustee will pay the relevant
     Redemption Price or Special Redemption Price, as applicable, to the Holders
     of  such  Securities  by  check  mailed  to the address of each such Holder
     appearing  on the books and records of the Trust on the Redemption Date. If
     a  Redemption/Distribution Notice shall have been given and funds deposited
     as  required then immediately prior to the close of business on the date of
     such deposit Distributions will cease to accrue on the Securities so called
     for  redemption  and all rights of Holders of such Securities so called for
     redemption  will  cease, except the right of the Holders of such Securities
     to  receive  the  applicable  Redemption  Price or Special Redemption Price
     specified  in paragraph 4(a), but without interest on such Redemption Price
     or  Special Redemption Price. If payment of the Redemption Price or Special
     Redemption  Price  in  respect  of any Securities is improperly withheld or
     refused  and  not  paid  either  by the Trust or by the Debenture Issuer as
     guarantor  pursuant to the Guarantee, Distributions on such Securities will
     continue  to  accrue  at the Distribution Rate from the original Redemption
     Date  to  the actual date of payment, in which case the actual payment date
     will  be  considered  the  date  fixed  for  redemption  for  purposes  of
     calculating  the Redemption Price or Special Redemption Price. In the event
     of  any  redemption  of the Capital Securities issued by the Trust in part,
     the  Trust  shall not be required to (i) issue, register the transfer of or
     exchange  any Security during a period beginning at the opening of business
     15  days  before any selection for redemption of the Capital Securities and
     ending  at the close of business on the earliest date on which the relevant
     notice  of  redemption  is  deemed to have been given to all Holders of the
     Capital  Securities  to  be so redeemed or (ii) register the transfer of or
     exchange  any Capital Securities so selected for redemption, in whole or in
     part,  except  for  the  unredeemed portion of any Capital Securities being
     redeemed  in  part.

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

               (iv)  Subject  to  the  foregoing  and applicable law (including,
     without  limitation,  United  States federal securities laws), and provided
     that the acquiror is not the Holder of the Common Securities or the obligor
     under the Indenture, the Sponsor or any of its subsidiaries may at any time


                                      I-8
<PAGE>
     and from time to time purchase outstanding Capital Securities by tender, in
     the  open  market  or  by  private  agreement.

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

          (a)  Except  as  provided under paragraphs 5(b) and 7 and as otherwise
required  by law and the Declaration, the Holders of the Capital Securities will
have  no voting rights. The Administrators are required to call a meeting of the
Holders  of  the  Capital Securities if directed to do so by Holders of at least
10%  in  liquidation  amount  of  the  Capital  Securities.

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

     In the event the consent of the Institutional Trustee, as the holder of the
Debentures,  is  required  under  the  Indenture  with respect to any amendment,
modification  or  termination  of the Indenture, the Institutional Trustee shall
request  the  direction  of  the  Holders of the Securities with respect to such


                                      I-9
<PAGE>
amendment,  modification  or  termination  and  shall  vote with respect to such
amendment,  modification or termination as directed by a Majority in liquidation
amount  of  the Securities voting together as a single class; provided, however,
                                                              --------  -------
that  where  a  consent  under  the  Indenture  would  require  the consent of a
Super-Majority,  the  Institutional  Trustee  may  only give such consent at the
direction of the Holders of at least the proportion in liquidation amount of the
Securities  outstanding  which  the  relevant  Super-Majority  represents of the
aggregate  principal  amount  of  the  Debentures outstanding. The Institutional
Trustee  shall not take any such action in accordance with the directions of the
Holders  of  the  Securities  unless  the  Institutional Trustee has obtained an
opinion of tax counsel to the effect that, as a result of such action, the Trust
will  not  be classified as other than a grantor trust for United States federal
income  tax  purposes.

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

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

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

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

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

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

          (c)  Subject  to  Section  6.7  of the Declaration and only after each
Event of Default (if any) with respect to the Capital Securities has been cured,
waived, or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of  the  Common  Securities,  voting separately as a class, may direct the time,
method,  and  place of conducting any proceeding for any remedy available to the
Institutional  Trustee,  or  exercising  any  trust  or power conferred upon the
Institutional  Trustee  under the Declaration, including (i) directing the time,
method,  place  of  conducting  any  proceeding  for any remedy available to the
Debenture  Trustee,  or exercising any trust or power conferred on the Debenture
Trustee  with  respect  to the Debentures, (ii) waiving any past default and its
consequences that is waivable under the Indenture, or (iii) exercising any right


                                      I-10
<PAGE>
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable; provided, however, that, where a consent or action under the
                    --------  -------
Indenture  would  require  a  Super Majority, the Institutional Trustee may only
give such consent or take such action at the written direction of the Holders of
at least the proportion in liquidation amount of the Common Securities which the
relevant  Super  Majority  represents  of  the aggregate principal amount of the
Debentures  outstanding.  Notwithstanding this paragraph 6(c), the Institutional
Trustee  shall not revoke any action previously authorized or approved by a vote
or  consent of the Holders of the Capital Securities. Other than with respect to
directing the time, method and place of conducting any proceeding for any remedy
available  to  the  Institutional  Trustee or the Debenture Trustee as set forth
above,  the  Institutional  Trustee  shall not take any action described in (i),
(ii) or (iii) above, unless the Institutional Trustee has obtained an opinion of
tax  counsel to the effect that for the purposes of United States federal income
tax the Trust will not be classified as other than a grantor trust on account of
such  action. If the Institutional Trustee fails to enforce its rights under the
Declaration  to  the  fullest  extent permitted by law, any Holder of the Common
Securities  may  institute  a  legal  proceeding  directly against any Person to
enforce  the Institutional Trustee's rights under the Declaration, without first
instituting  a  legal  proceeding against the Institutional Trustee or any other
Person.

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

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

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

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

          (b)     In  the  event the consent of the Institutional Trustee as the
holder  of  the  Debentures  is required under the Indenture with respect to any
amendment,  modification  or termination of the Indenture or the Debentures, the
Institutional  Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification, or termination as directed by
a  Majority  in liquidation amount of the Securities voting together as a single


                                      I-11
<PAGE>
class; provided, however, that where a consent under the Indenture would require
       --------  -------
a  Super  Majority,  the Institutional Trustee may only give such consent at the
direction of the Holders of at least the proportion in liquidation amount of the
Securities  which  the  relevant  Super  Majority  represents  of  the aggregate
principal  amount  of  the  Debentures  outstanding.

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

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

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

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

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

     11.     No  Preemptive  Rights. The Holders of the Securities shall have no
             ----------------------
preemptive  or  similar  rights  to  subscribe  for  any  additional securities.


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


                                      I-13
<PAGE>
                                  EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

     THIS  SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  ANY  STATE  SECURITIES  LAWS  OR  ANY  OTHER
APPLICABLE  SECURITIES  LAW.  NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN  MAY  BE  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF  IN  THE ABSENCE OF SUCH REGISTRATION OR
UNLESS  SUCH  TRANSACTION  IS  EXEMPT  FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE  HOLDER  OF  THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY  (A)  TO THE SPONSOR OR THE TRUST, (B)
PURSUANT  TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT,  (C)  TO  A  PERSON  WHOM  THE  SELLER REASONABLY BELIEVES IS A
QUALIFIED  INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A  SO  LONG  AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN
ACCORDANCE  WITH  RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION
IN  ACCORDANCE  WITH  RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER
THE  SECURITIES  ACT,  (E)  TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING  OF  SUBPARAGRAPH  (A)  OF  RULE  501  UNDER  THE SECURITIES ACT THAT IS
ACQUIRING  THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN  INSTITUTIONAL  ACCREDITED  INVESTOR,  FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW  TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS  OF  THE SECURITIES ACT, SUBJECT TO THE SPONSOR'S AND
THE  TRUST'S  RIGHT  PRIOR  TO  ANY  SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE
DELIVERY  OF  AN  OPINION  OF  COUNSEL,  CERTIFICATION  AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY
OF  WHICH  MAY  BE OBTAINED FROM THE SPONSOR OR THE TRUST.  HEDGING TRANSACTIONS
INVOLVING  THIS  SECURITY  MAY  NOT  BE  CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES  ACT.

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


                                      A-1-1
<PAGE>
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.

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

     Certificate Number P-1                            3,500 Capital Securities

                                  December 17, 2003

               Certificate Evidencing Floating Rate Capital Securities

                                          of

                         Gateway Bancshares Statutory Trust I

                 (liquidation amount $1,000.00 per Capital Security)

     Gateway  Bancshares  Statutory Trust I, a statutory trust created under the
laws of the State of Connecticut (the "Trust"), hereby certifies that Hare & Co.
(the  "Holder"), as the nominee of The Bank of New York, indenture trustee under
the Indenture dated as of December 17, 2003 among Preferred Term Securities XII,
Ltd.,  Preferred  Term  Securities  XII,  Inc.  and The Bank of New York, is the
registered  owner  of  capital  securities  of  the Trust representing undivided
beneficial  interests  in the assets of the Trust, (liquidation amount $1,000.00
per capital security) (the "Capital Securities"). Subject to the Declaration (as
defined below), the Capital Securities are transferable on the books and records
of  the Trust in person or by a duly authorized attorney, upon surrender of this
Certificate  duly  endorsed  and  in  proper  form  for  transfer.  The  Capital
Securities  represented  hereby  are  issued  pursuant  to, and the designation,
rights,  privileges, restrictions, preferences and other terms and provisions of
the  Capital  Securities  shall in all respects be subject to, the provisions of
the  Amended and Restated Declaration of Trust of the Trust dated as of December
17,  2003,  among  Robert  G.  Peck,  Jeff  Hensley  and  Harle  B.  Green,  as
Administrators,  U.S.  Bank  National  Association,  as  Institutional  Trustee,
Gateway  Bancshares,  Inc.,  as  Sponsor,  and  the holders from time to time of
undivided  beneficial  interests  in  the  assets  of  the  Trust, including the
designation  of  the  terms of the Capital Securities as set forth in Annex I to
such  amended  and  restated declaration as the same may be amended from time to
time  (the  "Declaration").  Capitalized terms used herein but not defined shall
have  the  meaning  given them in the Declaration. The Holder is entitled to the
benefits  of  the  Guarantee  to  the  extent provided therein. The Sponsor will
provide  a  copy  of  the  Declaration,  the Guarantee, and the Indenture to the
Holder without charge upon written request to the Sponsor at its principal place
of  business.


                                      A-1-2
<PAGE>
     Upon  receipt  of this Security, the Holder is bound by the Declaration and
is  entitled  to  the  benefits  thereunder.

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

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

                         Signatures appear on following page


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

                                           GATEWAY BANCSHARES STATUTORY TRUST I


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

                                              Title:  Administrator


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

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


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


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


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

     Distributions payable on each Capital Security will be payable at an annual
rate  equal  to 4.02% beginning on (and including) the date of original issuance
and  ending  on  (but  excluding)  March 17, 2004 and at an annual rate for each
successive  period  beginning  on  (and  including)  March  17,  2004,  and each
succeeding  Distribution  Payment  Date,  and ending on (but excluding) the next
succeeding  Distribution  Payment  Date (each a "Distribution Period"), equal to
3-Month  LIBOR,  determined  as described below, plus 2.85% (the "Coupon Rate"),
applied to the stated liquidation amount of $1,000.00 per Capital Security, such
rate  being  the  rate  of  interest payable on the Debentures to be held by the
Institutional  Trustee.  Distributions  in  arrears  will  bear interest thereon
compounded  quarterly  at  the  Distribution  Rate  (to  the extent permitted by
applicable  law).  The  term  "Distributions"  as  used  herein  includes  cash
distributions  and  any such compounded distributions unless otherwise noted.  A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held  by  the  Institutional  Trustee  and  to  the  extent the
Institutional  Trustee  has  funds  available  therefor.  As  used  herein,
"Determination  Date"  means  the  date that is two London Banking Days (i.e., a
business day in which dealings in deposits in U.S. dollars are transacted in the
London interbank market) preceding the commencement of the relevant Distribution
Period.  The amount of the Distribution payable for any Distribution Period will
be calculated by applying the Distribution Rate to the stated liquidation amount
outstanding  at  the commencement of the Distribution Period on the basis of the
actual  number  of  days  in  the  Distribution Period concerned divided by 360.

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

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

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


                                      A-1-5
<PAGE>
dollar amounts used in or resulting from such calculation will be rounded to the
nearest  cent  (with  one-half  cent  being  rounded  upward)).

     Except  as  otherwise  described  below,  Distributions  on  the  Capital
Securities  will  be  cumulative, will accrue from the date of original issuance
and  will be payable quarterly in arrears on March 17, June 17, September 17 and
December  17  of  each year (or if such day is not a Business Day, then the next
succeeding  Business  Day),  commencing on March 17, 2004.  The Debenture Issuer
has  the  right  under  the  Indenture  to  defer  payments  of  interest on the
Debentures,  so  long  as  no  Indenture  Event  of  Default has occurred and is
continuing,  by  extending  the interest payment period for up to 20 consecutive
quarterly periods (each an "Extension Period") at any time and from time to time
on  the  Debentures,  subject  to  the  conditions described below, during which
Extension  Period  no  interest  shall be due and payable.  During any Extension
Period, interest will continue to accrue on the Debentures, and interest on such
accrued interest will accrue at an annual rate equal to the Distribution Rate in
effect  for  each such Extension Period, compounded quarterly from the date such
interest  would  have  been payable were it not for the Extension Period, to the
extent  permitted  by  law  (such  interest  referred  to  herein as "Additional
Interest").  No  Extension  Period  may  end on a date other than a Distribution
Payment  Date.  At  the  end  of any such Extension Period, the Debenture Issuer
shall  pay all interest then accrued and unpaid on the Debentures (together with
Additional  Interest  thereon);  provided, however, that no Extension Period may
                                 --------  -------
extend  beyond  the  Maturity  Date.  Prior  to the termination of any Extension
Period,  the Debenture Issuer may further extend such period, provided that such
period  together  with  all  such  previous  and  further consecutive extensions
thereof  shall not exceed 20 consecutive quarterly periods, or extend beyond the
Maturity Date. Upon the termination of any Extension Period and upon the payment
of all accrued and unpaid interest and Additional Interest, the Debenture Issuer
may  commence a new Extension Period, subject to the foregoing requirements.  No
interest  or  Additional  Interest  shall be due and payable during an Extension
Period,  except  at the end thereof, but each installment of interest that would
otherwise  have  been  due  and  payable during such Extension Period shall bear
Additional  Interest.  During any Extension Period, Distributions on the Capital
Securities  shall  be  deferred  for a period equal to the Extension Period.  If
Distributions are deferred, the Distributions due shall be paid on the date that
the  related  Extension  Period terminates, to Holders of the Securities as they
appear  on  the  books  and  records of the Trust on the record date immediately
preceding  such  date. Distributions on the Securities must be paid on the dates
payable  (after  giving  effect  to any Extension Period) to the extent that the
Trust  has funds available for the payment of such distributions in the Property
Account  of  the  Trust.  The  Trust's  funds  available for Distribution to the
Holders  of  the  Securities  will  be  limited  to  payments  received from the
Debenture  Issuer.  The payment of Distributions out of moneys held by the Trust
is  guaranteed  by  the  Guarantor  pursuant  to  the  Guarantee.

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


                                      A-1-6
<PAGE>
                                   ASSIGNMENT

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

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

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

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


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

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

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


     Date:
          ----------------------------
     Signature:
               -----------------------

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

     Signature  Guarantee:(1)




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


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

                       FORM OF COMMON SECURITY CERTIFICATE

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

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

    Certificate Number C-1                              109 Common Securities

                                December 17, 2003

             Certificate Evidencing Floating Rate Common Securities

                                       of

                      Gateway Bancshares Statutory Trust I

     Gateway  Bancshares  Statutory Trust I, a statutory trust created under the
laws  of  the  State of Connecticut (the "Trust"), hereby certifies that Gateway
Bancshares,  Inc. (the "Holder") is the registered owner of common securities of
the Trust representing undivided beneficial interests in the assets of the Trust
(the  "Common Securities").  The Common Securities represented hereby are issued
pursuant  to, and the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities shall in all respects be
subject  to,  the provisions of the Amended and Restated Declaration of Trust of
the  Trust dated as of December 17, 2003, among Robert G. Peck, Jeff Hensley and
Harle  B.  Green,  as  Administrators,  U.S.  Bank  National  Association,  as
Institutional  Trustee,  Gateway  Bancshares,  Inc., as Sponsor, and the holders
from  time  to  time of undivided beneficial interest in the assets of the Trust
including  the designation of the terms of the Common Securities as set forth in
Annex  I  to  such  amended and restated declaration, as the same may be amended
from  time  to  time (the "Declaration").  Capitalized terms used herein but not
defined  shall  have  the  meaning given them in the Declaration.  The Holder is
entitled  to  the benefits of the Guarantee to the extent provided therein.  The
Sponsor  will provide a copy of the Declaration, the Guarantee and the Indenture
to  the  Holder  without  charge  upon  written  request  to  the Sponsor at its
principal  place  of  business.

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

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

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

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


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

                                       GATEWAY BANCSHARES STATUTORY TRUST I

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



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

     Distributions  payable on each Common Security will be payable at an annual
rate  equal  to 4.02% beginning on (and including) the date of original issuance
and  ending  on  (but  excluding)  March 17, 2004 and at an annual rate for each
successive  period  beginning  on  (and  including)  March  17,  2004,  and each
succeeding  Distribution  Payment  Date,  and ending on (but excluding) the next
succeeding  Distribution  Payment  Date (each a "Distribution Period"), equal to
3-Month  LIBOR,  determined  as described below, plus 2.85% (the "Coupon Rate"),
applied  to the stated liquidation amount of $1,000.00 per Common Security, such
rate  being  the  rate  of  interest payable on the Debentures to be held by the
Institutional  Trustee.  Distributions  in  arrears  will  bear interest thereon
compounded  quarterly  at  the  Distribution  Rate  (to  the extent permitted by
applicable  law).  The  term  "Distributions"  as  used  herein  includes  cash
distributions  and  any such compounded distributions unless otherwise noted.  A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held  by  the  Institutional  Trustee  and  to  the  extent the
Institutional  Trustee  has  funds  available  therefor.  As  used  herein,
"Determination  Date"  means  the  date that is two London Banking Days (i.e., a
business day in which dealings in deposits in U.S. dollars are transacted in the
London interbank market) preceding the commencement of the relevant Distribution
Period.  The amount of the Distribution payable for any Distribution Period will
be calculated by applying the Distribution Rate to the stated liquidation amount
outstanding  at  the commencement of the Distribution Period on the basis of the
actual  number  of  days  in  the  Distribution Period concerned divided by 360.

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

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

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


                                      A-2-3
<PAGE>
dollar amounts used in or resulting from such calculation will be rounded to the
nearest  cent  (with  one-half  cent  being  rounded  upward)).

     Except as otherwise described below, Distributions on the Common Securities
will  be  cumulative, will accrue from the date of original issuance and will be
payable  quarterly in arrears on March 17, June 17, September 17 and December 17
of  each  year  (or  if such day is not a Business Day, then the next succeeding
Business  Day), commencing on March 17, 2004. The Debenture Issuer has the right
under  the Indenture to defer payments of interest on the Debentures, so long as
no  Indenture  Event of Default has occurred and is continuing, by extending the
interest  payment  period  for  up  to 20 consecutive quarterly periods (each an
"Extension Period") at any time and from time to time on the Debentures, subject
to  the  conditions  described  below, during which Extension Period no interest
shall  be  due and payable.  During any Extension Period, interest will continue
to  accrue  on the Debentures, and interest on such accrued interest will accrue
at  an  annual  rate  equal  to  the  Distribution  Rate in effect for each such
Extension  Period,  compounded  quarterly from the date such interest would have
been  payable  were  it not for the Extension Period, to the extent permitted by
law  (such  interest  referred to herein as "Additional Interest"). No Extension
Period  may end on a date other than a Distribution Payment Date.  At the end of
any  such  Extension  Period,  the  Debenture Issuer shall pay all interest then
accrued  and  unpaid  on  the  Debentures  (together  with  Additional  Interest
thereon);  provided,  however,  that  no  Extension Period may extend beyond the
           --------   -------
Maturity  Date.  Prior to the termination of any Extension Period, the Debenture
Issuer  may  further extend such period, provided that such period together with
all such previous and further consecutive extensions thereof shall not exceed 20
consecutive  quarterly  periods,  or  extend  beyond the Maturity Date. Upon the
termination  of  any  Extension  Period  and upon the payment of all accrued and
unpaid interest and Additional Interest, the Debenture Issuer may commence a new
Extension  Period,  subject  to  the  foregoing  requirements.  No  interest  or
Additional  Interest shall be due and payable during an Extension Period, except
at  the  end thereof, but each installment of interest that would otherwise have
been  due  and  payable  during  such  Extension  Period  shall  bear Additional
Interest.  During  any  Extension Period, Distributions on the Common Securities
shall  be deferred for a period equal to the Extension Period.  If Distributions
are  deferred,  the Distributions due shall be paid on the date that the related
Extension  Period terminates, to Holders of the Securities as they appear on the
books  and  records  of  the Trust on the record date immediately preceding such
date.  Distributions  on the Securities must be paid on the dates payable (after
giving  effect  to  any Extension Period) to the extent that the Trust has funds
available  for  the payment of such distributions in the Property Account of the
Trust.  The  Trust's  funds  available  for  Distribution  to the Holders of the
Securities  will  be  limited  to  payments  received from the Debenture Issuer.

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


                                      A-2-4
<PAGE>
                                   ASSIGNMENT

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


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

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

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

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

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

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


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

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

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

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

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

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

     Signature  Guarantee:(2)



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


                                      A-2-5
<PAGE>
                                    EXHIBIT B

                          SPECIMEN OF INITIAL DEBENTURE

                              (See Document No. 16)




                                      B-1
<PAGE>
                                    EXHIBIT C

                               PLACEMENT AGREEMENT

                              (See Document No. 1)




                                      C-1
<PAGE>