<Page>

                                                                     EXHIBIT 4.4

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

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                                       OF

                             COASTAL CAPITAL TRUST I

                          DATED AS OF __________, 2002

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

<Page>

                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
<S>                   <C>                                                                                       <C>
                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1           DEFINITIONS..........................................................................      1

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1           TRUST INDENTURE ACT; APPLICATION.....................................................      8
SECTION 2.2           LISTS OF HOLDERS OF SECURITIES.......................................................      8
SECTION 2.3           REPORTS BY THE PROPERTY TRUSTEE......................................................      9
SECTION 2.4           PERIODIC REPORTS TO PROPERTY TRUSTEE.................................................      9
SECTION 2.5           EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.....................................      9
SECTION 2.6           EVENTS OF DEFAULT; WAIVER............................................................      9
SECTION 2.7           EVENT OF DEFAULT; NOTICE.............................................................     11

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1           NAME.................................................................................     12
SECTION 3.2           OFFICE...............................................................................     12
SECTION 3.3           PURPOSE..............................................................................     12
SECTION 3.4           AUTHORITY............................................................................     13
SECTION 3.5           TITLE TO PROPERTY OF THE TRUST.......................................................     13
SECTION 3.6           POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.....................................     13
SECTION 3.7           PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.................................     16
SECTION 3.8           POWERS AND DUTIES OF THE PROPERTY TRUSTEE............................................     17
SECTION 3.9           CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE..........................     20
SECTION 3.10          CERTAIN RIGHTS OF PROPERTY TRUSTEE...................................................     22
SECTION 3.11          DELAWARE TRUSTEE.....................................................................     24
SECTION 3.12          EXECUTION OF DOCUMENTS...............................................................     25
SECTION 3.13          NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES...............................     25
SECTION 3.14          DURATION OF TRUST....................................................................     25
SECTION 3.15          MERGERS..............................................................................     25
SECTION 3.16          PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM............................................     27

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1           SPONSOR'S PURCHASE OF COMMON SECURITIES..............................................     28
SECTION 4.2           RESPONSIBILITIES OF THE SPONSOR......................................................     28
SECTION 4.3           RIGHT TO PROCEED.....................................................................     29
</Table>

                                        i
<Page>

<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
<S>                   <C>                                                                                       <C>
SECTION 4.4           RIGHT TO DISSOLVE TRUST..............................................................     29

                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1           NUMBER OF TRUSTEES: APPOINTMENT OF CO-TRUSTEE........................................     29
SECTION 5.2           DELAWARE TRUSTEE.....................................................................     30
SECTION 5.3           PROPERTY TRUSTEE; ELIGIBILITY........................................................     30
SECTION 5.4           CERTAIN QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE TRUSTEE
                         GENERALLY.........................................................................     31
SECTION 5.5           ADMINISTRATIVE TRUSTEES..............................................................     32
SECTION 5.6           DELAWARE TRUSTEE.....................................................................     32
SECTION 5.7           APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.....................................     32
SECTION 5.8           VACANCIES AMONG TRUSTEES.............................................................     34
SECTION 5.9           EFFECT OF VACANCIES..................................................................     34
SECTION 5.10          MEETINGS.............................................................................     35
SECTION 5.11          DELEGATION OF POWER..................................................................     35
SECTION 5.12          MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS..........................     36

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1           DISTRIBUTIONS........................................................................     36

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1           GENERAL PROVISIONS REGARDING SECURITIES..............................................     36
SECTION 7.2           EXECUTION AND AUTHENTICATION.........................................................     37
SECTION 7.3           FORM AND DATING......................................................................     38
SECTION 7.4           REGISTRAR AND PAYING AGENT...........................................................     39
SECTION 7.5           PAYING AGENT TO HOLD MONEY IN TRUST..................................................     40
SECTION 7.6           REPLACEMENT SECURITIES...............................................................     40
SECTION 7.7           OUTSTANDING PREFERRED SECURITIES.....................................................     40
SECTION 7.8           PREFERRED SECURITIES IN TREASURY.....................................................     41
SECTION 7.9           DEFINITIVE SECURITIES................................................................     41
SECTION 7.10          CANCELLATION.........................................................................     42
SECTION 7.11          CUSIP NUMBERS........................................................................     42
</Table>

                                       ii
<Page>

<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
<S>                   <C>                                                                                       <C>
                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1           DISSOLUTION AND TERMINATION OF TRUST.................................................     42

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1           TRANSFER OF SECURITIES...............................................................     43
SECTION 9.2           TRANSFER PROCEDURES AND RESTRICTIONS.................................................     44
SECTION 9.3           DEEMED SECURITY HOLDERS..............................................................     47
SECTION 9.4           BOOK ENTRY INTERESTS.................................................................     48
SECTION 9.5           NOTICES TO CLEARING AGENCY...........................................................     48
SECTION 9.6           APPOINTMENT OF SUCCESSOR CLEARING AGENCY.............................................     48

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

SECTION 10.1          LIABILITY............................................................................     49
SECTION 10.2          EXCULPATION..........................................................................     49
SECTION 10.3          FIDUCIARY DUTY.......................................................................     50
SECTION 10.4          INDEMNIFICATION......................................................................     51
SECTION 10.5          OUTSIDE BUSINESSES...................................................................     54
SECTION 10.6          COMPENSATION; FEES...................................................................     54

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1          FISCAL YEAR..........................................................................     55
SECTION 11.2          CERTAIN ACCOUNTING MATTERS...........................................................     55
SECTION 11.3          BANKING..............................................................................     55
SECTION 11.4          WITHHOLDING..........................................................................     56

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1          AMENDMENTS...........................................................................     56
SECTION 12.2          MEETINGS OF THE HOLDERS; ACTION BY WRITTEN CONSENT...................................     58
</Table>

                                      iii
<Page>

<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
<S>                   <C>                                                                                      <C>
                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1          REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE...................................     60
SECTION 13.2          REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE...................................     61

                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1          NOTICES..............................................................................     61
SECTION 14.2          GOVERNING LAW........................................................................     63
SECTION 14.3          INTENTION OF THE PARTIES.............................................................     63
SECTION 14.4          HEADINGS.............................................................................     63
SECTION 14.5          SUCCESSORS AND ASSIGNS...............................................................     63
SECTION 14.6          PARTIAL ENFORCEABILITY...............................................................     63
SECTION 14.7          COUNTERPARTS.........................................................................     64

ANNEX I               TERMS OF SECURITIES..................................................................     I-1
EXHIBIT A-1           FORM OF PREFERRED SECURITY CERTIFICATE...............................................    A1-1
EXHIBIT A-2           FORM OF COMMON SECURITY CERTIFICATE..................................................    A2-1
EXHIBIT B             SPECIMEN OF DEBENTURE................................................................     B-1
EXHIBIT C             UNDERWRITING AGREEMENT ..............................................................     C-1
</Table>

                                       iv
<Page>

                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
     Section of
     Trust Indenture Act
     of 1939, as amended                                Section of Declaration
     -------------------                                ----------------------
     <S>                                                       <C>
     310(a).............................................       5.3
     310(b).............................................       5.3(c), 5.3(d)
     311(a).............................................       2.2(b)
     311(b).............................................       2.2(b)
     312(a).............................................       2.2(a)
     312(b).............................................       2.2(b)
     313................................................       2.3
     314(a).............................................       2.4; 3.6(j)
     314(c).............................................       2.5
     315(a).............................................       3.9
     315(b).............................................       2.7(a)
     315(c).............................................       3.9(a)
     315(d).............................................       3.9(b)
     316(a).............................................       2.6
     316(c).............................................       3.6(e)
     317(a).............................................       3.8(e); 3.8(h)
     317(b).............................................       3.8(i); 7.5
</Table>

     ----------
*    This Cross-Reference Table does not constitute part of the Declaration and
     shall not affect the interpretation of any of its terms or provisions.

                                        v
<Page>

                                                                     EXHIBIT 4.4

                    AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                             COASTAL CAPITAL TRUST I

                                __________, 2002

          AMENDED AND RESTATED DECLARATION OF TRUST, including Annex I and all
exhibits attached hereto (this "Declaration"), dated and effective as of
________, 2002 by the Trustees (as defined herein), the Sponsor (as defined
herein) and by the holders, from time to time, of undivided beneficial interests
in the assets of the Trust to be issued pursuant to this Declaration;

          WHEREAS, the Trustees (other than the Property Trustee (as defined
herein)) and the Sponsor established Coastal Capital Trust I (the "Trust"), a
trust formed under the Business Trust Act (as defined herein) pursuant to a
Declaration of Trust dated as of April 29, 2002 (the "Original Declaration"),
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on April 29, 2002 (the "Certificate of Trust"), 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 (each as hereinafter defined), and
engaging in only those other activities that are necessary or incidental
thereto; and

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

          WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate in its entirety 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 business trust under the Business Trust Act
and that this Declaration constitute the governing instrument of such business
trust, the Trustees declare that all assets contributed to the Trust will be
held in trust for the benefit of the Holders (as defined herein), 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.

                                    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;

<Page>

                    (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;

                    (e) a term defined in the Trust Indenture Act has the same
     meaning when used in this Declaration unless otherwise defined in this
     Declaration or unless the context otherwise requires; and

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

                    "ADMINISTRATIVE TRUSTEE" has the meaning set forth in
Section 5.1(b).

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

                    "AGENT" means any Paying Agent or Registrar.

                    "AUTHORIZED OFFICER" of a Person means any other Person that
is authorized to legally bind such former Person.

                    "BOOK ENTRY INTEREST" means a beneficial interest in a
Global Preferred Security registered in the name of a Clearing Agency or its
nominee, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

                    "BUSINESS DAY" means any day other than a Saturday or a
Sunday or a day on which banking institutions in New York City, New York, or
Houston, Texas are authorized or required by law or executive order to close.

                    "BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the
Delaware Code, Section 3801 ET SEQ., as it may be amended from time to time, or
any successor legislation.

                    "CLEARING AGENCY" means an organization registered as a
"Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as
depositary for the Preferred Securities and in whose name or in the name of a
nominee of that organization shall be registered a Global Preferred Security
and which shall undertake to effect book entry transfers and pledges of the
Preferred Securities.

                                        2
<Page>

                    "CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time the
Clearing Agency effects book entry transfers and pledges of securities deposited
with the Clearing Agency.

                    "CLOSING TIME" means the "Closing Date" under the
Underwriting Agreement, including pursuant to the exercise of any over-allotment
option, if any, granted to the underwriter thereunder.

                    "CODE" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor legislation. A reference to a specific
section of the Code refers not only to such specific section but also to any
corresponding provision of any federal tax statute enacted after the date of
this Declaration, as such specific section or corresponding provision is in
effect on the date of application of the provisions of this Declaration
containing such reference.

                    "COMMISSION" means the United States Securities and Exchange
Commission as from time to time constituted, or if any time after the execution
of this Declaration such Commission is not existing and performing the duties
now assigned to it under applicable Federal securities laws, then the body
performing such duties at such time.

                    "COMMON SECURITIES" has the meaning specified in
Section 7.1(a).

                    "COMMON SECURITIES GUARANTEE" means the guarantee agreement
dated as of __________, 2002 of the Sponsor in respect of the Common Securities.

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

                    "CORPORATE TRUST OFFICE" means the office of the Property
Trustee at which the corporate trust business of the Property Trustee shall, at
any particular time, be principally administered, which office at the date of
execution of this Declaration is located at 5 Penn Plaza, 13th Floor, New York,
New York 10001.

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

                    "DEBENTURES" means the ___% Junior Subordinated Deferrable
Interest Debentures due ________, 2032 of the Debenture Issuer issued pursuant
to the Indenture.

                                        3
<Page>

                    "DEBENTURE ISSUER" means Coastal Bancorp, Inc., a Texas
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer of
the Debentures under the Indenture.

                    "DEBENTURE TRUSTEE" means The Bank of New York, a New York
banking corporation, as trustee under the Indenture until a successor is
appointed thereunder, and thereafter means such successor trustee.

                    "DEFAULT" means an event, act or condition that with notice
or lapse of time, or both, would constitute an Event of Default.

                    "DEFINITIVE PREFERRED SECURITIES" shall have the meaning set
forth in Section 7.3(c).

                    "DELAWARE TRUSTEE" has the meaning set forth in Section 5.2.

                    "DIRECT ACTION" shall have the meaning set forth in
Section 3.8(e).

                    "DISTRIBUTION" means a distribution payable to Holders in
accordance with Section 6.1.

                    "DTC" means The Depository Trust Company, the initial
Clearing Agency.

                    "EVENT OF DEFAULT" in respect of the Securities means an
Event of Default (as defined in the Indenture) that has occurred and is
continuing in respect of the Debentures.

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

                    "FIDUCIARY INDEMNIFIED PERSON" has the meaning set forth in
Section 10.4(b).

                    "FISCAL YEAR" has the meaning set forth in Section 11.1.

                    "GLOBAL PREFERRED SECURITY" has the meaning set forth in
Section 7.3(a).

                    "HOLDER" means a Person in whose name a Security is
registered, such Person being a beneficial owner within the meaning of the
Business Trust Act; PROVIDED, HOWEVER, that in determining whether the Holders
of the requisite liquidation amount of Preferred Securities have voted on any
matter provided for in this Declaration, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Preferred
Securities remain in the form of one or more Global Preferred Security, the
term "Holders" shall mean the holder of the Global Preferred Security acting
at the direction of the Preferred Security Beneficial Owners.

                                        4
<Page>

                    "INDEMNIFIED PERSON" means a Company Indemnified Person or a
Fiduciary Indemnified Person.

                    "INDENTURE" means the Indenture dated, as of _________,
2002, between the Debenture Issuer and the Debenture Trustee, as amended or
supplemented from time to time.

                    "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
Annex I.

                    "LEGAL ACTION" has the meaning set forth in Section 3.6(g).

                    "LIST OF HOLDERS" has the meaning set forth in
Section 2.2(a).

                    "MAJORITY IN LIQUIDATION AMOUNT" means, with respect to the
Trust Securities, except as provided in the terms of the Preferred Securities or
by the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Preferred 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 of all outstanding Securities of the relevant
class.

                    "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by any two of the following: the Chairman, a Vice Chairman,
the Chief Executive Officer, the President, the Chief Financial Officer, a Vice
President, the Comptroller, the Secretary or an Assistant Secretary of such
Person. Any Officers' Certificate delivered by the Trust shall be signed by at
least one Administrative Trustee. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Declaration shall include:

                    (a) a statement that each officer signing the Officers'
     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
     Officers' 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

                                        5
<Page>

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

                    "OPINION OF COUNSEL" means a written opinion of counsel, who
may be an employee of the Sponsor, and who shall be acceptable to the Property
Trustee.

                    "PAYING AGENT" has the meaning specified in Section 7.4.

                    "PAYMENT AMOUNT" has the meaning specified in Section 6.1.

                    "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.

                    "PREFERRED SECURITY BENEFICIAL OWNER" means, with respect to
a Book Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

                    "PREFERRED SECURITIES" means the ____% Cumulative Trust
Preferred Securities.

                    "PREFERRED SECURITIES GUARANTEE" means the guarantee
agreement dated as of _________, 2002 of the Sponsor in respect of the Preferred
Securities.

                    "PROPERTY TRUSTEE" has the meaning set forth in Section
5.3(a).

                    "PROPERTY TRUSTEE ACCOUNT" has the meaning set forth in
Section 3.8(c)(i).

                    "PROSPECTUS" has the meaning set forth in Section 3.6(b)(i).

                    "QUORUM" means a majority of the Administrative Trustees or,
if there are only two Administrative Trustees, both of them.

                    "REGISTRAR" has the meaning set forth in Section 7.4.

                    "REGISTRATION STATEMENT" has the meaning set forth in
Section 3.6(b)(i).

                    "REGULATORY CAPITAL EVENT" has the meaning set forth in
Annex I.

                                        6
<Page>

                    "RELATED PARTY" means, with respect to the Sponsor, any
direct or indirect wholly owned subsidiary of the Sponsor or any other Person
that owns, directly or indirectly, 100% of the outstanding voting securities of
the Sponsor.

                    "RESPONSIBLE OFFICER" means any officer within the Corporate
Trust Office of the Property Trustee with direct responsibility for the
administration of this Declaration 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.

                    "RULE 3a-5" means Rule 3a-5 under the Investment Company
Act, or any successor rule or regulation.

                    "SECURITIES" or "TRUST SECURITIES" means the Common
Securities and the Preferred Securities.

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

                    "SECURITIES GUARANTEES" means the Common Securities
Guarantee and the Preferred Securities Guarantee.

                    "SPECIAL EVENT" has the meaning set forth in Section 4(c) of
Annex I hereto.

                    "SPONSOR" means Coastal Bancorp, Inc., a Texas corporation,
or any successor entity resulting from any merger, consolidation, amalgamation
or other business combination, in its capacity as sponsor of the Trust.

                    "SUCCESSOR DELAWARE TRUSTEE" has the meaning set forth in
Section 5.7(b)(ii).

                    "SUCCESSOR ENTITY" has the meaning set forth in
Section 3.15(b)(i).

                    "SUCCESSOR PROPERTY TRUSTEE" has the meaning set forth in
Section 3.8(f)(ii).

                    "SUPER MAJORITY" has the meaning set forth in
Section 2.6(a)(ii).

                    "TAX EVENT" has the meaning set forth in Annex I.

                    "10% IN LIQUIDATION AMOUNT" means, with respect to the Trust
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Preferred 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 of all outstanding Securities of the relevant
class.

                                        7
<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 INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended from time to time, or any successor legislation.

                    "TRUSTEE" or "TRUSTEES" means each Person who has signed
this Declaration as a trustee, so long as such Person shall continue as a
trustee in accordance with the terms hereof, and all other Persons who may from
time to time be duly appointed, qualified and serving as trustees in accordance
with the provisions hereof, and references herein to a Trustee or the Trustees
shall refer to such Person or Persons solely in their capacity as trustees
hereunder.

                    "UNDERWRITING AGREEMENT" means the Underwriting Agreement
for the initial offering and sale of Preferred Securities in the form of
Exhibit C.

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1         TRUST INDENTURE ACT; APPLICATION.

                    (a) This Declaration is subject to the provisions of the
Trust Indenture Act that are required to be part of this Declaration in order
for this Declaration to be qualified under the Trust Indenture Act and shall, to
the extent applicable, be governed by such provisions.

                    (b) The Property Trustee shall be the only Trustee which is
a "trustee" for the purposes of the Trust Indenture Act.

                    (c) If and to the extent that any provision of this
Declaration conflicts with the duties imposed by Sections 310 to 317, inclusive,
of the Trust Indenture Act, such imposed duties shall control.

                    (d) The application of the Trust Indenture Act to this
Declaration shall not affect the Trust's classification as a grantor trust for
United States federal income tax purposes or the nature of the Securities as
equity securities representing undivided beneficial interests in the assets of
the Trust.

SECTION 2.2         LISTS OF HOLDERS OF SECURITIES

                    (a) Each of the Sponsor and the Administrative Trustees on
behalf of the Trust shall provide the Property Trustee, unless the Property
Trustee is Registrar for the Securities, (i) within 10 Business Days after each
record date for payment of Distributions, a list, in such form as the Property
Trustee may reasonably require, of the names and addresses of the

                                        8
<Page>

Holders ("List of Holders") as of such record date, PROVIDED THAT neither the
Sponsor nor the Administrative Trustees on behalf of the Trust shall be
obligated to provide such List of Holders at any time that the List of Holders
does not differ from the most recent List of Holders given to the Property
Trustee by the Sponsor and the Administrative Trustees on behalf of the Trust,
and (ii) at any other time, within 30 days of receipt by the Trust of a written
request for a List of Holders as of a date no more than 14 days before such List
of Holders is given to the Property Trustee. The Property Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity), PROVIDED THAT the Property Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

                    (b) The Property Trustee shall comply with its obligations
under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3         REPORTS BY THE PROPERTY TRUSTEE.

                    Within 60 days after May 15 of each year, commencing May 15,
2002, the Property Trustee shall provide to the Holders of the Preferred
Securities such reports dated as of such May 15 as are required by Section 313
of the Trust Indenture Act, if any, in the form and in the manner provided by
Section 313 of the Trust Indenture Act. The Property Trustee shall also comply
with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4         PERIODIC REPORTS TO PROPERTY TRUSTEE.

                    Each of the Sponsor and the Administrative Trustees on
behalf of the Trust shall provide to the Property Trustee such documents,
reports and information as are required by Section 314 of the Trust Indenture
Act (if any) and the compliance certificate required by Section 314 of the Trust
Indenture Act in the form, in the manner and at the times required by
Section 314(a)(4) of the Trust Indenture Act, such compliance certificate to be
delivered annually on or before 120 days after the end of each fiscal year of
the Sponsor. Delivery of such documents, reports and information to the Property
Trustee is for informational purposes only and the Property Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Sponsor's compliance with any of its covenants hereunder (as to which the
Property Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 2.5         EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

                    Each of the Sponsor and the Administrative Trustees on
behalf of the Trust shall provide to the Property Trustee such evidence of
compliance with any conditions precedent provided for in this Declaration that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act may be given in the form of an
Officers' Certificate.

                                        9
<Page>

SECTION 2.6         EVENTS OF DEFAULT; WAIVER.

                    (a) The Holders of a Majority in liquidation amount of
Preferred Securities may, by vote, on behalf of the Holders of all of the
Preferred Securities, waive any past Event of Default in respect of the
Preferred Securities and its consequences, PROVIDED THAT, if the underlying
Event of Default under the Indenture:

                        (i) is not waivable under the Indenture, the Event of
     Default under the Declaration shall also not be waivable; or

                        (ii) requires the consent or vote of greater than a
     majority in aggregate principal amount of the holders of the Debentures (a
     "Super Majority") to be waived under the Indenture, the Event of Default
     under the Declaration may only be waived by the vote of the Holders of at
     least the proportion in aggregate liquidation amount of the Preferred
     Securities that the relevant Super Majority represents of the aggregate
     principal amount of the Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B)
of the Trust Indenture Act is hereby expressly excluded from this Declaration
and the Securities, as permitted by the Trust Indenture Act. Upon such waiver,
any such default shall cease to exist, and any Event of Default with respect to
the Preferred Securities 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 an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote or
consent of the Holders of the Common Securities.

                    (b) The Holders of a Majority in liquidation amount of the
Common Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, PROVIDED THAT, if the underlying Event of
Default under the Indenture:

                        (i) is not waivable under the Indenture, except where
     the Holders of the Common Securities are deemed to have waived such Event
     of Default under the Declaration as provided below in this Section 2.6(b),
     the Event of Default under the Declaration shall also not be waivable; or

                        (ii) requires the consent or vote of a Super Majority to
     be waived under the Indenture, except where the Holders of the Common
     Securities are deemed to have waived such Event of Default under the
     Declaration as provided below in this Section 2.6(b), the Event of Default
     under the Declaration may only be waived by the

                                       10
<Page>

     vote of the Holders of at least the proportion in aggregate liquidation
     amount of the Common Securities that the relevant Super Majority represents
     of the aggregate principal amount of the Debentures outstanding;

PROVIDED FURTHER, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and their consequences until Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu
of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B)
of the Trust Indenture Act is hereby expressly excluded from this Declaration
and the Securities, as permitted by the Trust Indenture Act. Subject to the
foregoing provisions of this Section 2.6(b), upon such waiver, any such default
shall cease to exist and any Event of Default with respect to the Common
Securities 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 with respect to the Common Securities or
impair any right consequent thereon.

                    (c) A waiver of an Event of Default under the Indenture by
the Property Trustee, at the direction of the Holders of the Preferred
Securities, constitutes a waiver of the corresponding Event of Default under
this Declaration. The foregoing provisions of this Section 2.6(c) shall be in
lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act.

SECTION 2.7         EVENT OF DEFAULT; NOTICE.

                    (a) The Property Trustee shall, within 90 days after the
occurrence of a Default (as such term is defined in the Indenture) actually
known to a Responsible Officer, transmit by mail, first class postage prepaid,
to the Holders of the Preferred Securities, the Administrative Trustees and the
Sponsor, notices of all Defaults with respect to the Securities actually known
to a Responsible Officer, unless such Defaults have been cured before the giving
of such notice; PROVIDED THAT, except for a default in the payment of principal
of or interest (including Compounded Interest and Additional Sums (as such terms
are defined in the Indenture) if any, on any of the Debentures, the Property
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer in good faith determines that the withholding of such notice
is in the interests of the Holders. The Sponsor and the Administrative Trustees
shall file annually with the Property Trustee a certification as to whether or
not they are in compliance with all the conditions and covenants applicable to
them under this Declaration.

                                       11
<Page>

                    (b) The Property Trustee shall not be deemed to have
knowledge of any default except:

                        (i)  a default under Sections 5.01(a) (other than the
     payment of Compounded Interest and Additional Sums, each as defined in the
     Indenture) and 5.01(b) of the Indenture provided that the Property Trustee
     is the Paying Agent under the Indenture; or

                        (ii) any default as to which the Property Trustee shall
     have received written notice at the corporate trust office of the Property
     Trustee and such notice references the Preferred Securities and this
     Declaration or of which a Responsible Officer charged with the
     administration of the Declaration shall have actual knowledge.

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1         NAME.

                    The Trust is named "Coastal Capital Trust I" as such name
may be modified from time to time by the Administrative Trustees following
written notice to the Delaware Trustee, the Property Trustee and the Holders.
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrative Trustees.

SECTION 3.2         OFFICE.

                    The address of the principal office of the Trust is c/o
Coastal Bancorp, Inc., 5718 Westheimer, Suite 600, Houston, Texas 77057. On ten
Business Days written notice to the Delaware Trustee, the Property Trustee and
the Holders of Securities, the Administrative Trustees may designate another
principal office.

SECTION 3.3         PURPOSE.

                    The exclusive purposes and functions of the Trust are (a) to
issue and sell the Securities, (b) use the proceeds from the sale of the
Securities to acquire the Debentures, and (c) except as otherwise limited
herein, to engage in only those other activities that are necessary or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, mortgage or 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.

                    The Trust will be classified as a grantor trust for United
States federal income tax purposes under Subpart E of Subchapter J of the Code,
pursuant to which the owners of the Preferred Securities and the Common
Securities will be the owners of the Trust for United States

                                       12
<Page>

federal income tax purposes, and such owners will include directly in their
gross income the income, gain, deduction or loss of the Trust as if the Trust
did not exist. By the acceptance of this Trust, none of the Trustees, the
Sponsor or the Holders of the Securities will take any position which is
contrary to the classification of the Trust as a grantor trust for United States
federal income tax purposes.

SECTION 3.4         AUTHORITY.

                    Subject to the limitations provided in this Declaration and
to the specific duties of the Property Trustee, the Administrative Trustees
shall have exclusive and complete authority to carry out the purposes of the
Trust. An action taken by the Administrative Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust and an action
taken by the Property Trustee on behalf of the Trust in accordance with its
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

SECTION 3.5         TITLE TO PROPERTY OF THE TRUST.

                    Except as may be otherwise provided in this Declaration,
legal title to all assets of the Trust shall be vested in the Property Trustee
for the benefit of the Trust and the Holders. The Holders shall not have legal
title to any part of the assets of the Trust, but shall have an undivided
beneficial interest in the assets of the Trust.

SECTION 3.6         POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

                    The Administrative Trustees shall have the exclusive power,
duty and authority to cause the Trust to engage in the following activities:

                    (a) to execute, enter into and deliver the Common Securities
Subscription Agreement and to execute, deliver, issue and sell the Securities in
accordance with this Declaration and pursuant to the Underwriting Agreement;
PROVIDED, HOWEVER, that except as contemplated in Section 7.1(a), (i) the Trust
may issue no more than one series of Preferred Securities and no more than one
series of Common Securities, (ii) there shall be no interests in the Trust other
than the Securities, and (iii) the issuance of Securities shall be limited to a
simultaneous issuance of both the Preferred Securities and Common Securities at
the Closing Time;

                    (b) in connection with the issuance and sale of the
Preferred Securities, to:

                        (i)   prepare and execute a Prospectus (the
     "Prospectus") in preliminary and final form prepared by the Sponsor, in
     relation to the offering and sale of the Preferred Securities and to
     execute and file with the Commission a registration

                                       13
<Page>

     statement on Form S-3(the "Registration Statement"), including any
     amendments thereto, for the offering and sale of the Preferred Securities;

                        (ii)  execute and file any documents prepared by the
     Sponsor, or take any acts as determined by the Sponsor to be necessary, in
     order to qualify or register all or part of the Preferred Securities in any
     State in which the Sponsor has determined to qualify or register such
     Preferred Securities for sale;

                        (iii) execute and file an application, prepared by the
     Sponsor, to permit the Preferred Securities to trade or be quoted or listed
     in or on the Nasdaq National Market or any other securities exchange or
     quotation system.

                        (iv)  execute and deliver letters, documents or
     instruments with DTC and other Clearing Agencies relating to the Preferred
     Securities;

                        (v)   execute and file with the Commission a
     registration statement on Form 8-A, including any amendments thereto,
     prepared by the Sponsor, relating to the registration of the Preferred
     Securities under Section 12(b) or (g) of the Exchange Act; and

                        (vi)  execute and enter into the Underwriting Agreement
     providing for the sale of the Preferred Securities;

                    (c) to execute, enter into and deliver the Debenture
Subscription Agreement and to acquire the Debentures with the proceeds of the
sale of the Preferred Securities and the Common Securities; PROVIDED, HOWEVER,
that the Administrative Trustees shall cause legal title to the Debentures to be
held of record in the name of the Property Trustee for the benefit of the
Holders;

                    (d) to give the Sponsor and the Property Trustee prompt
written notice of the occurrence of a Special Event;

                    (e) to establish a record date with respect to all actions
to be taken hereunder that require a record date be established, including and
with respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;

                    (f) to take all actions and perform such duties as may be
required of the Administrative Trustees pursuant to the terms of this
Declaration and the Securities;

                    (g) to the fullest extent permitted by law, to bring or
defend, pay, collect, compromise, arbitrate, resort to legal action, or
otherwise adjust claims or demands of or against

                                       14
<Page>

the Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Property
Trustee has the exclusive power to bring such Legal Action;

                    (h) to employ or otherwise engage employees and agents (who
may be designated as officers with titles) and managers, contractors, advisors
and consultants to conduct the services that the Administrative Trustees have
authority to conduct directly and pay reasonable compensation for such services;

                    (i) to cause the Trust to comply with the Trust's
obligations under the Trust Indenture Act;

                    (j) to give the certificate required by Section 314(a)(4) of
the Trust Indenture Act to the Property Trustee, which certificate may be
executed by any Administrative Trustee;

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

                    (l) to act as, or appoint another Person to act as,
Registrar for the Securities or to appoint a Paying Agent for the Securities as
provided in Section 7.4 except for such time as such power to appoint a Paying
Agent is vested in the Property Trustee;

                    (m) to give prompt written notice to the Property Trustee
and to Holders of any notice received from the Debenture Issuer of its election
to defer payments of interest on the Debentures by extending the interest
payment period under the Indenture;

                    (n) to take all action that may be necessary or appropriate
for the preservation and the continuation of the Trust's valid existence,
rights, franchises and privileges as a statutory business trust under the laws
of the State of Delaware and of each other jurisdiction in which such existence
is necessary to protect the limited liability of the Holders or to enable the
Trust to effect the purposes for which the Trust was created;

                    (o) to take any action, not inconsistent with this
Declaration or with applicable law, that the Administrative Trustees determine
in their discretion to be necessary or desirable in carrying out the activities
of the Trust as set out in this Section 3.6, including, but not limited to:

                        (i)   causing the Trust not to be deemed to be an
     Investment Company required to be registered under the Investment Company
     Act;

                        (ii)  causing the Trust to be classified for United
     States federal income tax purposes as a grantor trust or causing each
     Holder to be treated as owning an undivided beneficial interest in the
     Debentures; and

                                       15
<Page>

                        (iii) cooperating with the Debenture Issuer to ensure
     that the Debentures will be treated as indebtedness of the Debenture Issuer
     for United States federal income tax purposes;

provided that such action does not adversely affect the interest of the Holders;

                    (p) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Administrative Trustees, on
behalf of the Trust; and

                    (q) to execute all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing.

                    The Administrative Trustees must exercise the powers set
forth in this Section 3.6 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.3, and the Administrative Trustees
shall not take any action that is inconsistent with the purposes and functions
of the Trust set forth in Section 3.3.

                    Subject to this Section 3.6, the Administrative Trustees
shall have none of the powers or the authority of the Property Trustee set forth
in Section 3.8.

                    The Administrative Trustees may take all actions on behalf
of the Trust that are not specifically required by this Declaration to be taken
by any other Trustee.

                    Any expenses incurred by the Administrative Trustees
pursuant to this Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.7         PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

                    (a) The Trust shall not, and the Trustees (including the
Property Trustee and the Delaware Trustee) shall not, engage in any activity
other than as required or authorized by this Declaration. The Trust shall not:

                        (i)   invest any proceeds received by the Trust from
     holding the Debentures, but shall distribute all such proceeds to Holders
     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;

                                       16
<Page>

                        (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, except as otherwise 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) other than as provided in this Declaration or
     Annex I, (A) direct the time, method and place of conducting any proceeding
     with respect to any remedy available to the Debenture Trustee, or
     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 or (C) exercise any right to rescind or annul any
     declaration that the principal of all the Debentures shall be due and
     payable; or

                        (viii) 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) an opinion of independent
     tax counsel experienced in such matters to the effect that such amendment,
     modification or termination will not cause more than an insubstantial risk
     that for United States federal income tax purposes the Trust will not be
     classified as a grantor trust, and (B) an Opinion of Counsel from a firm
     recognized to be experts in such matters, to the effect that the amendment,
     modification or termination will not cause more than an insubstantial risk
     that the Trust will be deemed to be an investment company required to be
     registered under the Investment Company Act of 1940, as amended.

SECTION 3.8         POWERS AND DUTIES OF THE PROPERTY TRUSTEE

                    (a) The legal title to the Debentures shall be owned by and
held of record in the name of the Property Trustee in trust for the benefit of
the Holders. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.7. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

                    (b) The Property Trustee shall not transfer its right, title
and interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

                    (c) The Property Trustee shall:

                        (i)   establish and maintain a segregated non-interest
     bearing trust account (the "Property Trustee Account") in the name of and
     under the exclusive control of the Property Trustee on behalf of the
     Holders and, upon the receipt of

                                       17
<Page>

     payments of funds made in respect of the Debentures held by the Property
     Trustee, deposit such funds into the Property Trustee Account and make
     payments or cause the Paying Agent to make payments to the Holders from the
     Property Trustee Account in accordance with Section 6.1. Funds in the
     Property Trustee Account shall be held uninvested until disbursed in
     accordance with this Declaration. The Property Trustee Account shall be an
     account that is maintained with a banking institution the rating on whose
     long-term unsecured indebtedness is rated in one of four highest rating
     categories by a "nationally recognized statistical rating organization", as
     that term is defined for purposes of Rule 436(g)(2) under the Securities
     Act;

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

                        (iii) upon written notice of distribution issued by the
     Administrative Trustees in accordance with the terms of the Securities,
     engage in such ministerial activities as shall be necessary or appropriate
     to effect the distribution of the Debentures to Holders upon the occurrence
     of certain events set forth in Sections 2.7 and 8.1 hereof.

                    (d) The Property Trustee shall take all actions and perform
such duties as may be specifically required of the Property Trustee pursuant to
the terms of this Declaration and the Securities.

                    (e) Subject to Section 3.9(a), the Property Trustee shall
take any Legal Action which arises out of or in connection with an Event of
Default of which a Responsible Officer has actual knowledge or the Property
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act and if the Property Trustee shall have failed to take such Legal Action
following a written request and offer of indemnity or security, satisfactory to
the Property Trustee, from the Holders, the Holders of the Preferred Securities
may, to the fullest extent permitted by law, take such Legal Action, to the same
extent as if such Holders of Preferred Securities held an aggregate principal
amount of Debentures equal to the aggregate liquidation amount of such Preferred
Securities, without first proceeding against the Property Trustee or the Trust;
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 the
principal of or interest (including Compounded Interest and Additional Sums
(each as defined in Indenture), if any) on the Debentures on the date such
principal or interest (including Compounded Interest and Additional Sums, if
any) is otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of Preferred Securities may directly institute a proceeding
for enforcement of payment to such Holder of the principal of or interest
(including Compounded Interest and Additional Sums, if any), if any, on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Preferred 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 Holders of the Common Securities will be subrogated to the rights

                                       18
<Page>

of such Holder of Preferred Securities to the extent of any payment made by the
Debenture Issuer to such Holder of Preferred Securities in such Direct Action.
If the Property Trustee fails to declare the principal of all of the Debentures
due and payable upon an Event of Default (as defined in the Indenture), so long
as the Property Trustee is holding the Debentures on behalf of the Trust, the
Holders of at least 25% in liquidation amount of the Preferred Securities then
outstanding will have the right to declare the Debentures immediately due and
payable. Except as provided in this Section 3.8(e), the Holders of Preferred
Securities will not be able to exercise directly any other remedy available to
the holders of the Debentures.

                    (f) The Property Trustee shall not resign as a Trustee
unless either:

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

                        (ii) a successor Property Trustee has been appointed and
     has accepted that appointment in accordance with Section 5.7 (a "Successor
     Property Trustee").

                    (g) The Property Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of Debentures
under the Indenture and, if an Event of Default actually known to a Responsible
Officer occurs and is continuing, the Property Trustee shall, for the benefit of
Holders, enforce its rights, including without limitation, its rights under the
Indenture as holder of the Debentures, subject to the rights of the Holders
pursuant to the terms of such Securities.

                    (h) The Property Trustee shall be authorized to undertake
any actions set forth in Section 317(a) of the Trust Indenture Act.

                    (i) For such time as the Property Trustee is the Paying
Agent, the Property Trustee may authorize one or more Persons to act as
additional Paying Agents and to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all Securities and
any such Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act. Any such additional Paying Agent may be removed by the Property Trustee at
any time the Property Trustee remains as Paying Agent and a successor Paying
Agent or additional Paying Agents may be (but are not required to be) appointed
at any time by the Property Trustee while the Property Trustee is so acting as
Paying Agent.

                    (j) Subject to this Section 3.8, the Property Trustee shall
have none of the duties, liabilities, powers or the authority of the
Administrative Trustees set forth in Section 3.6.

                    Notwithstanding anything expressed or implied to the
contrary in this Declaration or any Annex or Exhibit hereto, (i) the Property
Trustee must exercise the powers set forth in this Section 3.8 in a manner that
is consistent with the purposes and functions of the

                                       19
<Page>

Trust set out in Section 3.3 and (ii) the Property Trustee shall not take any
action that is inconsistent with the purposes and functions of the Trust set out
in Section 3.3.

SECTION 3.9         CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

                    (a) The Property Trustee, before the occurrence of any Event
of Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and in the Securities and no implied covenants shall be read
into this Declaration against the Property Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6) of
which a Responsible Officer has actual knowledge, the Property 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) No provision of this Declaration shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:

                        (i) prior to the occurrence of an Event of Default and
     after the curing or waiving of all such Events of Default that may have
     occurred:

                            (A) the duties and obligations of the Property
          Trustee shall be determined solely by the express provisions of this
          Declaration and in the Securities and the Property Trustee shall not
          be liable except for the performance of such duties and obligations as
          are specifically set forth in this Declaration and in the Securities,
          and no implied covenants or obligations shall be read into this
          Declaration or the Securities against the Property Trustee; and

                            (B) in the absence of bad faith on the part of the
          Property Trustee, the Property Trustee may conclusively rely, as to
          the truth of the statements and the correctness of the opinions
          expressed therein, upon any certificates or opinions furnished to the
          Property Trustee and conforming to the requirements of this
          Declaration; PROVIDED, HOWEVER, that in the case of any such
          certificates or opinions that by any provision hereof are specifically
          required to be furnished to the Property Trustee, the Property Trustee
          shall be under a duty to examine the same to determine whether or not
          they conform to the requirements of this Declaration (but need not
          confirm or investigate the accuracy of mathematical calculations or
          other facts stated therein);

                        (ii) the Property Trustee shall not be liable for any
     error of judgment made in good faith by a Responsible Officer, unless it
     shall be proved that the

                                       20
<Page>

     Property Trustee was negligent in ascertaining the pertinent facts upon
     which such judgment was made;

                        (iii) the Property 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 Securities relating to the time, method and place
     of conducting any proceeding for any remedy available to the Property
     Trustee, or exercising any trust or power conferred upon the Property
     Trustee under this Declaration;

                        (iv) no provision of this Declaration shall require the
     Property Trustee to expend or risk its own funds or otherwise incur
     personal financial liability in the performance of any of its duties or in
     the exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that the repayment of such funds or liability is not
     reasonably assured to it under the terms of this Declaration or indemnity
     reasonably satisfactory to the Property Trustee against such risk or
     liability is not reasonably assured to it;

                        (v) the Property Trustee's sole duty with respect to the
     custody, safe keeping and physical preservation of the Debentures and the
     Property Trustee Account shall be to deal with such property in a similar
     manner as the Property Trustee deals with similar property for its own
     account, subject to the protections and limitations on liability afforded
     to the Property Trustee under this Declaration and the Trust Indenture Act;

                        (vi) the Property Trustee shall have no duty or
     liability for or with respect to the value, genuineness, existence or
     sufficiency of the Debentures or the payment of any taxes or assessments
     levied thereon or in connection therewith;

                        (vii) the Property 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. Money held by the Property Trustee need not be
     segregated from other funds held by it except in relation to the Property
     Trustee Account maintained by the Property Trustee pursuant to Section
     3.8(c)(i) and except to the extent otherwise required by law;

                        (viii) the Property Trustee shall not be responsible for
     monitoring the compliance by the Administrative Trustees or the Sponsor
     with their respective duties under this Declaration, nor shall the Property
     Trustee be liable for any act, omission, default or misconduct of the
     Administrative Trustees or the Sponsor; and

                        (ix) the Property Trustee shall not be deemed to have
     notice of any Event of Default unless a Responsible Officer of the Property
     Trustee has actual knowledge thereof or unless written notice of any event
     which is in fact such a default

                                       21
<Page>

     is received by the Property Trustee at the Corporate Trust Office of the
     Property Trustee.

SECTION 3.10        CERTAIN RIGHTS OF PROPERTY TRUSTEE.

                    (a) Subject to the provisions of Section 3.9:

                        (i) the Property Trustee may conclusively rely and shall
     be fully protected in acting or refraining from acting upon any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, 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;

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

                        (iii) whenever in the administration of this
     Declaration, the Property Trustee shall deem it desirable that a matter be
     proved or established before taking, suffering or omitting any action
     hereunder, the Property Trustee (unless other evidence is herein
     specifically prescribed) may, in the absence of bad faith on its part,
     request and conclusively rely upon an Officers' Certificate which, upon
     receipt of such request, shall be promptly delivered by the Sponsor or the
     Administrative Trustees;

                        (iv) the Property 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 registration thereof;

                        (v) the Property Trustee may consult with counsel or
     other experts of its selection and the advice or opinion of such counsel
     and experts with respect to legal matters or advice within the scope of
     such experts' area of expertise 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 accordance with such advice or opinion. Such
     counsel may be counsel to the Sponsor or any of its Affiliates, and may
     include any of its employees. The Property Trustee shall have the right at
     any time to seek instructions concerning the administration of this
     Declaration from any court of competent jurisdiction;

                    (vi) the Property 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 Holder, unless such Holder shall have provided to
the Property Trustee security or indemnity, reasonably satisfactory to the
Property Trustee, against the costs, expenses (including reasonable attorneys'
fees and expenses and the expenses of the Property

                                       22
<Page>

     Trustee's agents, nominees or custodians) and liabilities that might be
     incurred by it in complying with such request or direction, including such
     reasonable advances as may be requested by the Property Trustee; provided
     that, nothing contained in this Section 3.10(a)(vi) shall be taken to
     relieve the Property Trustee, upon the occurrence of an Event of Default,
     of its obligation to exercise the rights and powers vested in it by this
     Declaration;

                        (vii) the Property 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,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Property Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit, and, if the Property Trustee shall determine
     to make such further inquiry or investigation, it shall be entitled to
     examine the books, records and premises of the Trust, personally or by
     agent or attorney at the sole cost of the Sponsor and shall incur no
     liability or additional liability of any kind by reason of such inquiry or
     investigation;

                        (viii) the Property Trustee may execute any of the
     trusts or powers hereunder or perform any duties hereunder either directly
     or by or through agents, custodians, nominees or attorneys and the Property
     Trustee shall not be responsible for any misconduct or negligence on the
     part of any agent, custodian, nominee or attorney appointed with due care
     by it hereunder;

                        (ix) any authorized or required action taken by the
     Property Trustee or its agents hereunder shall bind the Trust and the
     Holders, and the signature of the Property 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 Property
     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 Property Trustee's or its agent's taking such action;

                        (x) whenever in the administration of this Declaration
     the Property Trustee shall deem it desirable to receive instructions with
     respect to enforcing any remedy or right or taking any other action
     hereunder, the Property Trustee (i) may request instructions from the
     Holders which instructions may only be given by the Holders of the same
     proportion in liquidation amount of the Securities as would be entitled to
     direct the Property Trustee under the terms of the 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 protected in conclusively relying on or acting in or
     accordance with such instructions;

                                       23
<Page>

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

                        (xii) the Property Trustee shall not be liable for any
     action taken, suffered, or omitted to be taken by it in good faith, without
     negligence, and reasonably believed by it to be authorized or within the
     discretion or rights or powers conferred upon it by this Declaration;

                        (xiii) the rights, privileges, protections, immunities
     and benefits given to the Property Trustee, including, without limitation,
     its right to be indemnified, are extended to, and shall be enforceable by,
     the Property Trustee in each of its capacities hereunder, and to each
     agent, custodian and other Person employed to act hereunder; and

                        (xiv) If no Event of Default has occurred and is
     continuing and the Property Trustee is required to decide between
     alternative causes of action, construe ambiguous provisions in this
     Declaration or is unsure of the application of any provision of this
     Declaration, and the matter is not one on which the Holders are, under this
     Declaration, entitled to vote, then the Property Trustee may take the
     action as is directed by, and, if not so directed, may take action as it
     deems advisable and in the best interests of, the Holders and will have no
     liability except for its own bad faith, negligence or willful misconduct.

                    (b) No provision of this Declaration shall be deemed to
impose any duty or obligation on the Property 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 Property 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 Property Trustee
shall be construed to be a duty.

SECTION 3.11        DELAWARE TRUSTEE.

                    Notwithstanding any other provision of this Declaration
other than Section 5.2, the Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Administrative Trustees or the Property Trustee
described in this Declaration, or any other duties or responsibilities except as
expressly stated in this Section 3.11. Except as set forth in Section 5.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section3807 of the Business Trust Act; PROVIDED
THAT, the Delaware Trustee shall have the power and authority and is hereby
authorized to execute and file with the Secretary of State of the State of
Delaware any certificate required to be filed under the Business Trust Act,
except as provided in Section 8.1(b). In the event the Delaware Trustee shall at
any time be required to take any action or perform any duty hereunder, the
Delaware Trustee shall be entitled to the benefits of Section 3.9(b)(ii)-(viii)
and

                                       24
<Page>

Section 3.10. No implied covenants or obligations shall be read into this
Declaration against the Delaware Trustee.

SECTION 3.12        EXECUTION OF DOCUMENTS.

                    Except as otherwise required by the Business Trust Act or
this Declaration, each Administrative Trustee, individually, is authorized to
execute on behalf of the Trust any documents that the Administrative Trustees
have the power and authority to execute pursuant to Section 3.6; PROVIDED THAT
the Registration Statement, including any amendments thereto, shall be signed by
all of the Administrative Trustees.

SECTION 3.13        NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 3.14        DURATION OF TRUST.

                    The Trust, unless dissolved pursuant to the provisions of
Article VIII hereof, shall continue without dissolution until ________, 2032.

SECTION 3.15        MERGERS.

                    (a) The Trust may not merge with or into, consolidate,
amalgamate or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except as described in
Section 3.15(b) and (c) of this Declaration or Sections 3 and 4 of Annex I.

                    (b) The Trust may, at the request of the Sponsor, with the
consent of the Administrative Trustees or, if there are more than two, a
majority of the Administrative Trustees and without the consent of the Holders,
the Delaware Trustee or the Property Trustee, merge with or into, consolidate,
amalgamate or be replaced by, or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to, a trust organized as
such under the laws of any State; PROVIDED THAT:

                        (i) such successor entity (the "Successor Entity")
     either:

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

                                       25
<Page>

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

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

                        (iii) the Preferred Securities or the Successor
     Securities are listed, or any Successor Securities will be listed upon
     notification of issuance, on any national securities exchange or with
     another organization on which the Preferred Securities are then listed or
     quoted, if any;

                        (iv) if the Preferred Securities (including any
     Successor Securities) are rated by any nationally recognized statistical
     rating organization prior to such transaction, such merger, consolidation,
     amalgamation, replacement, conveyance, transfer or lease does not cause the
     Preferred Securities (including any Successor Securities), or if the
     Debentures are so rated, the Debentures, to be downgraded by any nationally
     recognized statistical rating organization;

                        (v) such merger, consolidation, amalgamation,
     replacement, conveyance, transfer or lease does not adversely affect the
     rights, preferences and privileges of the Holders (including the holders of
     any Successor Securities) in any material respect (other than with respect
     to any dilution of such Holders' interests in the new entity);

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

                        (vii) prior to such merger, consolidation, amalgamation,
     replacement, conveyance, transfer or lease, the Sponsor has received an
     opinion of an independent counsel to the Trust experienced in such matters
     to the effect that:

                            (A) such merger, consolidation, amalgamation,
          replacement, conveyance, transfer or lease does not adversely affect
          the rights, preferences and privileges of the Holders (including the
          holders of any Successor Securities) in any material respect (other
          than with respect to any dilution of the Holders' interest in the new
          entity);

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

                                       26
<Page>

                            (C) the Trust will continue to be, or the Successor
          Entity will be, classified as a grantor trust for United States
          federal income tax purposes;

                        (viii) the Sponsor or any permitted successor or
     assignee owns all of the common securities of such Successor Entity and
     guarantees the obligations of such Successor Entity under the Successor
     Securities at least to the extent provided by the Preferred Securities
     Guarantee and the Common Securities Guarantee; and

                        (ix) there shall have been furnished to the Property
     Trustee an Officer's Certificate and an Opinion of Counsel, each to the
     effect that all conditions precedent in this Declaration to such
     transaction have been satisfied.

                    (c) Notwithstanding Section 3.15(b), the Trust shall not,
except with the consent of Holders of 100% in liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to, any other Person or permit any other Person to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the Successor Entity not to be classified as a grantor
trust for United States federal income tax purposes.

SECTION 3.16        PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM

                    In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other similar judicial proceeding relative to the Trust or any other obligor
upon the Securities or the property of the Trust or of such other obligor or
their creditors, the Property Trustee (irrespective of whether any Distributions
on the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

                    (a) to file and prove a claim for the whole amount of any
     Distributions owing and unpaid in respect of the Securities (or, if the
     Securities are original issue discount Securities, such portion of the
     liquidation amount as may be specified in the terms of such Securities) and
     to file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Property Trustee (including any claim for
     the reasonable compensation, expenses, disbursements and advances of the
     Property Trustee, its agents and counsel) and of the Holders allowed in
     such judicial proceeding; and

                                       27
<Page>

                    (b) to collect and receive any moneys or other property
     payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

                    Nothing herein contained shall be deemed to authorize the
Property Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement adjustment or compensation
affecting the Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1         SPONSOR'S PURCHASE OF COMMON SECURITIES.

                    At the Closing Time, the Sponsor will purchase all of the
Common Securities then issued by the Trust, in an amount such that the Common
Securities equal at least 3% of the total capital of the Trust, at the same time
as the Preferred Securities are issued and sold.

SECTION 4.2         RESPONSIBILITIES OF THE SPONSOR.

                    In connection with the issue and sale of the Preferred
Securities, the Sponsor shall have the exclusive right and responsibility to
engage in the following activities:

                    (a) to prepare the Prospectus in preliminary and final form,
and to prepare and file the Registration Statement and any other necessary
documents with the Commission, including any amendments thereto and to pay any
registration fees in connection therewith;

                    (b) to determine the States in which to take appropriate
action to qualify or register for sale all or part of the Preferred 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;

                                       28
<Page>

                    (c) if deemed necessary or advisable by the Sponsor, to
prepare for filing by the Trust an application to permit the Preferred
Securities to trade or be quoted or listed in or on the National Market System
or any other securities exchange or quotation system;

                    (d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A, including any amendments thereto, relating
to the registration of the Preferred Securities under Section 12(b) or (g) of
the Exchange Act; and

                    (e) to negotiate the terms of the Underwriting Agreement
providing for the sale of the Preferred Securities.

SECTION 4.3         RIGHT TO PROCEED.

                    The Sponsor acknowledges the rights of the Holders of
Preferred Securities under Section 3.8(e) of the Declaration and Section 5(b) of
Annex I, in the event that a failure of the Trust to pay Distributions on the
Preferred Securities is attributable to the failure of the Debenture Issuer to
pay interest or principal on the Debentures, to institute a proceeding directly
against the Debenture Issuer for enforcement of its payment obligations on the
Debentures and the Sponsor irrevocably waives any right or remedy to require
that any such Holder take any action against the Trust or any other Person
before proceeding against the Sponsor.

SECTION 4.4         RIGHT TO DISSOLVE TRUST

                    The Sponsor will have the right to any time to dissolve the
Trust and after satisfaction of liabilities to creditors of the Trust as
required by applicable law, to cause the Debentures to be distributed to the
Holders in liquidation of the Trust. Such right is subject to the Sponsor's
having received (i) an Opinion of Counsel to the effect that such distribution
will not cause the Holder of Preferred Securities to recognize gain or loss for
United States federal income tax purposes and (ii) all required regulatory
approvals.

                                   ARTICLE V
                                    TRUSTEES

SECTION 5.1         NUMBER OF TRUSTEES: APPOINTMENT OF CO-TRUSTEE.

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

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

                    (b) after the issuance of any Securities, the number of
Trustees may be increased or decreased by vote of the Holders of a Majority in
liquidation amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities; PROVIDED, HOWEVER, that, the number of
Trustees shall in no event be less than two (2); PROVIDED

                                       29
<Page>

FURTHER that (1) one Trustee shall satisfy the requirements of the Delaware
Trustee pursuant to Section 5.2; (2) there shall be at least one Trustee who is
an officer of the Sponsor (an "Administrative Trustee"); and (3) one Trustee
shall be the Property Trustee for so long as this Declaration is required to
qualify as an indenture under the Trust Indenture Act, and such Trustee may also
serve as Delaware Trustee if it meets the applicable requirements.
Notwithstanding the above, unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust's property may at the time be located, the Holders of a Majority in
liquidation amount of the Common Securities acting as a class at a meeting of
the Holders of the Common Securities, and the Administrative Trustees shall have
power to appoint one or more Persons either to act as a co-trustee, jointly with
the Property Trustee, of all or any part of the Trust's property, or to act as
separate trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or Persons
in such capacity any property, title, right or power deemed necessary or
desirable, subject to the provisions of this Declaration. In case an Event of
Default has occurred and is continuing, the Property Trustee alone shall have
power to make any such appointment of a co-trustee.

SECTION 5.2         DELAWARE TRUSTEE.

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

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

                    (b) if not a natural person, an entity which has its
principal place of business in the State of Delaware, and otherwise meets the
requirements of Section 3807(a) of the Business Trust Act and any other
applicable law, PROVIDED THAT, if the Property Trustee has its principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware Trustee,
the Person theretofore serving as Delaware Trustee (if other than the Property
Trustee) automatically shall cease to be a Trustee, the Property Trustee
promptly shall provide to the Person theretofore serving as Delaware Trustee
written notice of the same (in relying on which the Person theretofore serving
as Delaware Trustee shall be fully justified and protected), the number of
Trustees automatically shall be reduced by one (1), the Property Trustee
promptly shall cause the certificate of trust of the Trust to be amended as
necessary, and Section 3.11 shall have no application.

SECTION 5.3         PROPERTY TRUSTEE; ELIGIBILITY.

                    (a) There shall at all times be one Trustee (the "Property
Trustee") which shall act as Property Trustee which shall:

                        (i) not be an Affiliate of the Sponsor; and

                                       30
<Page>

                        (ii) be a corporation organized and doing business under
     the laws of the United States of America or any State or Territory thereof
     or of the District of Columbia, or a corporation or Person permitted by the
     Commission to act as an institutional trustee under the Trust Indenture
     Act, 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), and subject to supervision or examination by Federal, State,
     Territorial 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 5.3(a)(ii), 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 Property Trustee shall cease to be
eligible to so act under Section 5.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.7(c).

                    (c) If the Property Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the Common Securities (as
if it were the obligor referred to in Section 310(b) of the Trust Indenture Act)
shall in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

                    (d) The Preferred Securities Guarantee and the Indenture
shall be deemed to be specifically described in this Declaration for purposes of
clause (i) of the first proviso contained in Section 310(b) of the Trust
Indenture Act.

                    (e) The initial Property Trustee shall be:

                        The Bank of New York
                        5 Penn Plaza
                        13th Floor
                        New York, New York 10001
                        Attention:    Corporate Trust Trustee Administration

SECTION 5.4         CERTAIN QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND
                    DELAWARE TRUSTEE GENERALLY.

                    Each Administrative Trustee and the Delaware Trustee (unless
the Property Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

                                       31
<Page>

SECTION 5.5         ADMINISTRATIVE TRUSTEES.

                    The initial Administrative Trustees shall be:

                               Manuel J. Mehos
                               Catherine N. Wylie
                               Linda B. Frazier

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

                    (b) An Administrative Trustee shall have the authority set
forth in Section 3.12 to execute on behalf of the Trust any documents which the
Administrative Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6; PROVIDED THAT the Registration Statement,
including any amendment thereto, shall be signed by all of the Administrative
Trustees.

                    (c) An Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.6.

SECTION 5.6         DELAWARE TRUSTEE.

                    The initial Delaware Trustee shall be:

                    The Bank of New York (Delaware)
                    23 White Clay Center
                    Route 273
                    Newark, Delaware 19711
                    Attention:        Corporate Trust Department

SECTION 5.7         APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

                    (a) Subject to Section 5.7(b) of this Declaration and to
Section 6(b) of Annex I hereto, Trustees may be appointed or removed without
cause at any time:

                        (i) until the issuance of any Securities, by written
     instrument executed by the Sponsor;

                        (ii) unless an Event of Default shall have occurred and
     be continuing after the issuance of any Securities, by vote of the Holders
     of a Majority in

                                       32
<Page>

     liquidation amount of the Common Securities voting as a class at a meeting
     of the Holders of the Common Securities; and

                        (iii) if an Event of Default shall have occurred and be
     continuing after the issuance of the Securities, with respect to the
     Property Trustee or the Delaware Trustee, by vote of Holders of a Majority
     in liquidation amount of the Preferred Securities voting as a class at a
     meeting of Holders of the Preferred Securities.

                    (b) (i) The Trustee that acts as Property Trustee shall not
be removed in accordance with Section 5.7(a) until a Successor Property Trustee
has been appointed and has accepted such appointment by written instrument
executed by such Successor Property Trustee and delivered to the Administrative
Trustees and the Sponsor; and

                        (ii) the Trustee that acts as Delaware Trustee shall not
     be removed in accordance with this Section 5.7(a) until a successor Trustee
     possessing the qualifications to act as Delaware Trustee under Sections 5.2
     and 5.4 (a "Successor Delaware Trustee") has been appointed and has
     accepted such appointment by written instrument executed by such Successor
     Delaware Trustee and delivered to the Administrative Trustees and the
     Sponsor.

                    (c) A Trustee appointed to office shall hold office until
its or his successor shall have been appointed or until his death or its
dissolution, or until his or its removal or resignation. Any Trustee may resign
from office (without need for prior or subsequent accounting) by an instrument
in writing signed by the Trustee and delivered to the Sponsor and the Trust,
which resignation shall take effect upon such delivery or upon such later date
as is specified therein; PROVIDED, HOWEVER, that:

                        (i) No such resignation of the Trustee that acts as the
     Property Trustee shall be effective:

                            (A) until a Successor Property Trustee has been
          appointed and has accepted such appointment by instrument executed by
          such Successor Property Trustee and delivered to the Trust, the
          Sponsor and the resigning Property Trustee; or

                            (B) until the assets of the Trust have been
          completely liquidated and the proceeds thereof distributed to the
          Holders; and

                        (ii)    no such resignation of the Trustee that acts as
     the Delaware Trustee shall be effective until a Successor Delaware Trustee
     has been appointed and has accepted such appointment by instrument executed
     by such Successor Delaware Trustee and delivered to the Trust, the Sponsor
     and the resigning Delaware Trustee.

                                       33
<Page>

                    (d) The Holders of the Common Securities or, if an Event of
Default shall have occurred and be continuing after the issuance of the
Securities, the Holders of the Preferred Securities shall use their best efforts
to promptly appoint a Successor Delaware Trustee or Successor Property Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.7.

                    (e) If no Successor Property Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.7 within 60 days after delivery of an instrument of resignation or
removal, the Property Trustee or Delaware Trustee resigning or being removed, as
applicable, may, at the expense of the Sponsor, petition any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee, as applicable. Such court may thereupon, after prescribing
such notice, if any, as it may deem proper, and appoint a Successor Property
Trustee or Successor Delaware Trustee, as the case may be.

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

                    (g) At the time of resignation or removal of the Property
Trustee or the Delaware Trustee, the Debenture Issuer shall pay to such Trustee
any amounts that may be owed to such Trustee pursuant to Section 10.4.

                    (h) Any successor to an Administrative Trustee shall be an
officer, director, employee or Affiliate of the Sponsor.

SECTION 5.8         VACANCIES AMONG TRUSTEES.

                    If a Trustee ceases to hold office for any reason and the
number of Trustees is not reduced pursuant to Section 5.1 or Section 5.2, or if
the number of Trustees is increased pursuant to Section 5.1, a vacancy shall
occur. A resolution certifying the existence of such vacancy by the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance with
Section 5.7.

SECTION 5.9         EFFECT OF VACANCIES.

                    The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to dissolve, terminate or annul the Trust. Whenever a
vacancy in the number of Administrative Trustees shall occur, until such vacancy
is filled by the appointment of an Administrative Trustee in accordance with
Section 5.7, the Administrative Trustees in office, regardless of their number,
shall have all the powers granted to the Administrative Trustees and shall
discharge all the duties imposed upon the Administrative Trustees by this
Declaration.

                                       34
<Page>

SECTION 5.10        MEETINGS.

                    If there is more than one Administrative Trustee, meetings
of the Administrative Trustees shall be held from time to time upon the call of
any Administrative Trustee. Regular meetings of the Administrative Trustees may
be held at a time and place fixed by resolution of the Administrative Trustees,
PROVIDED, HOWEVER, that meetings of the Administrative Trustees shall not be
held in any jurisdiction which would subject the Trust to taxation under the
laws of such jurisdiction. Notice of any in-person meetings of the
Administrative Trustees shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not less
than 24 hours before such meeting. Notice of any telephonic meetings of the
Administrative Trustees or any committee thereof shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an Administrative
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where an Administrative Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this
Declaration, any action of the Administrative Trustees may be taken at a meeting
by vote of a majority of the Administrative Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided that
a Quorum is present, or without a meeting and without notice by the unanimous
written consent of the Administrative Trustees. In the event there is only one
Administrative Trustee, any and all action of such Administrative Trustee shall
be evidenced by a written consent of such Administrative Trustee.

SECTION 5.11        DELEGATION OF POWER.

                    (a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 3.6, including any registration statement or amendment
thereto filed with the Commission, or making any other governmental filing; and

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

                                       35
<Page>

SECTION 5.12        MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

          Any Person into which the Property Trustee or the Delaware Trustee
that is not a natural person, as the case may be, 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 Property Trustee or the Delaware
Trustee, as the case may be, shall be a party, or any Person succeeding to all
or substantially all the corporate trust business of the Property Trustee or the
Delaware Trustee, as the case may be, shall be the successor of the Property
Trustee or the Delaware Trustee, as the case may be, hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1         DISTRIBUTIONS.

                    Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holder's Securities. Distributions shall be
made on the Preferred Securities and the Common Securities in accordance with
the preferences set forth in their respective terms. If and to the extent that
the Debenture Issuer makes a payment of interest (including Compounded Interest
and Additional Sums, each as defined in the Indenture) or principal on the
Debentures held by the Property Trustee or any other payments with respect to
the Debentures held by the Property Trustee (the amount of any such payment
being a "Payment Amount"), the Property Trustee shall and is directed, to the
extent funds are available for that purpose, to make a distribution (a
"Distribution") of the Payment Amount to Holders.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1         GENERAL PROVISIONS REGARDING SECURITIES.

                    (a) The Administrative Trustees shall on behalf of the Trust
issue one class of capital securities representing undivided beneficial
interests in the assets of the Trust having such terms as are set forth in Annex
I (the "Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities"). The Trust shall issue no
securities or other interests in the assets of the Trust other than the Trust
Securities.

                    (b) 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.

                                       36
<Page>

                    (c) Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and non-assessable undivided beneficial interests in the assets of
the Trust.

                    (d) Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner 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 terms of the Securities, the
Preferred Securities Guarantee, the Indenture and the Debentures.

SECTION 7.2         EXECUTION AND AUTHENTICATION.

                    (a) The Securities shall be signed on behalf of the Trust by
an Administrative Trustee by manual or facsimile signature. In case any
Administrative Trustee of the Trust who shall have signed any of the Securities
shall cease to be such Administrative Trustee before the Securities so signed
shall be delivered by the Trust, such Securities nevertheless may be delivered
as though the person who signed such Securities had not ceased to be such
Administrative Trustee; and any Securities may be signed on behalf of the Trust
by such persons who, at the actual date of execution of such Security, shall be
the Administrative Trustees of the Trust, although at the date of the execution
and delivery of the Declaration any such person was not such an Administrative
Trustee.

                    (b) One Administrative Trustee shall sign the Preferred
Securities for the Trust by manual or facsimile signature. Unless otherwise
determined by the Administrative Trustees, such signature shall, in the case of
Common Securities, be a manual signature.

                    A Preferred Security shall not be valid until authenticated
by the manual signature of an authorized signatory of the Property Trustee. The
signature shall be conclusive evidence that the Preferred Security has been
authenticated under this Declaration.

                    Upon a written order of the Trust signed by one
Administrative Trustee, the Property Trustee shall authenticate the Preferred
Securities for original issue. The aggregate number of Preferred Securities
outstanding at any time shall not exceed the number set forth in the terms in
Annex I hereto except as provided in Section 7.6.

                    The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Preferred Securities. An authenticating
agent may authenticate Preferred Securities whenever the Property Trustee may do
so. Each reference in this Declaration to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee to deal with the Sponsor or an Affiliate.

                                       37
<Page>

SECTION 7.3         FORM AND DATING.

                    The Preferred Securities and the Property Trustee's
certificate of authentication 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 representing the Securities may be printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to the Administrative Trustees, as evidenced by their execution
thereof. The Securities may have letters, CUSIP or other numbers, notations or
other marks of identification or designation and such legends or endorsements
required by law, stock exchange rule, agreements to which the Trust is subject,
if any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Trust). The Trust at the direction of the Sponsor shall
furnish any such legend to the Property Trustee in writing. Each Preferred
Security shall be dated the date of its authentication. The terms and provisions
of the Securities set forth in Annex I and the forms of Securities set forth in
Exhibits A-1 and A-2 are part of the terms of this Declaration and to the extent
applicable, the Property Trustee and the Sponsor, by their execution and
delivery of this Declaration, expressly agree to such terms and provisions and
to be bound thereby.

                    (a) GLOBAL SECURITIES. The Preferred Securities shall be
issued in the form of one or more permanent global Securities in definitive,
fully registered form without distribution coupons as set forth in Exhibit A-1
hereto (a "Global Preferred Security"), which shall be deposited on behalf of
the purchasers of the Preferred Securities represented thereby with the Property
Trustee, as custodian for the Clearing Agency, and registered in the name of the
Clearing Agency or a nominee of the Clearing Agency, duly executed by the Trust
and authenticated by the Property Trustee as hereinafter provided. The number of
Preferred Securities represented by a Global Preferred Security may from time to
time be increased or decreased by adjustments made on the records of the
Property Trustee and the Clearing Agency or its nominee as hereinafter provided.

                    (b) BOOK-ENTRY PROVISIONS. This Section 7.3(b) shall apply
only to the Global Preferred Securities and such other Preferred Securities in
global form as may be authorized by the Trust to be deposited with or on behalf
of the Clearing Agency.

                    The Trust shall execute and the Property Trustee shall, in
accordance with this Section 7.3, authenticate and make available for delivery
initially one or more Global Preferred Securities that (i) shall be registered
in the name of Cede & Co. or other nominee of such Clearing Agency and (ii)
shall be delivered by the Property Trustee to such Clearing Agency or pursuant
to such Clearing Agency's written instructions or held by the Property Trustee
as custodian for the Clearing Agency.

                    Members of, or participants in, the Clearing Agency
("Participants") shall have no rights under this Declaration with respect to any
Global Preferred Security held on their behalf by the Clearing Agency or by the
Property Trustee as the custodian of the Clearing

                                       38
<Page>

Agency or under such Global Preferred Security, and the Clearing Agency may be
treated by the Trust, the Property Trustee and any agent of the Trust or the
Property Trustee as the absolute owner of such Global Preferred Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Trust, the Property Trustee or any agent of the Trust or the Property
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Clearing Agency or impair, as between the
Clearing Agency and its Participants, the operation of customary practices of
such Clearing Agency governing the exercise of the rights of a holder of a
beneficial interest in any Global Preferred Security.

                    (c) DEFINITIVE PREFERRED SECURITIES. Except as provided in
Section 7.9 or 9.2(d), owners of beneficial interests in a Global Preferred
Security will not be entitled to receive physical delivery of certificated
Preferred Securities ("Definitive Preferred Securities").

                    (d) AUTHORIZED DENOMINATIONS. The Preferred Securities are
issuable only in denominations of $25 and any integral multiple thereof.

SECTION 7.4         REGISTRAR AND PAYING AGENT.

                    The Trust shall maintain in the Borough of Manhattan, The
City of New York, (i) an office or agency where Preferred Securities may be
presented for registration of transfer ("Registrar") and (ii) an office or
agency where Preferred Securities may be presented for payment ("Paying Agent").
The Registrar shall keep a register of the Preferred Securities and of their
transfer. The Administrative Trustees on behalf of the Trust may appoint the
Registrar and the Paying Agent and may appoint one or more co-registrars and one
or more additional paying agents in such other locations as it shall determine.
The term "Registrar" includes any additional registrar and "Paying Agent"
includes any additional paying agent. The Administrative Trustees on behalf of
the Trust may change any Paying Agent, Registrar or co-registrar without prior
notice to any Holder. The Paying Agent or Registrar shall be permitted to resign
as Paying Agent or Registrar, as the case may be, upon 30 days' written notice
to the Administrative Trustees. The Administrative Trustees on behalf of the
Trust shall notify the Property Trustee of the name and address of any Agent not
a party to this Declaration. If the Administrative Trustees on behalf of the
Trust fails to appoint or maintain another entity as Registrar or Paying Agent,
the Property Trustee shall act as such. The Trust or any of its Affiliates may
act as Paying Agent or Registrar. The Trust shall act as Paying Agent and
Registrar for the Common Securities.

                    The Trust initially appoints the Property Trustee as
Registrar and Paying Agent for the Preferred Securities.

                                       39
<Page>

SECTION 7.5         PAYING AGENT TO HOLD MONEY IN TRUST.

                    The Trust shall require each Paying Agent other than the
Property Trustee to agree in writing that the Paying Agent will hold in trust
for the benefit of Holders or the Property Trustee all money held by the Paying
Agent for the payment of liquidation amounts or Distributions, and will notify
the Property Trustee if there are insufficient funds for such purpose. While any
such insufficiency continues, the Property Trustee may require a Paying Agent to
pay all money held by it to the Property Trustee. The Trust at any time may
require a Paying Agent to pay all money held by it to the Property Trustee and
to account for any money disbursed by it. Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the Trust)
shall have no further liability for the monies previously held by it. If the
Trust or the Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.

SECTION 7.6         REPLACEMENT SECURITIES.

                    If a Holder claims that a Security owned by it has been
lost, destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or in the case of the Preferred Securities to the
Property Trustee, the Trust shall issue and the Property Trustee shall, upon
written order of the Trust, authenticate a replacement Security if the Property
Trustee's and the Trust's requirements, as the case may be, are met. An
indemnity bond must be provided by the Holder which, in the judgment of the
Property Trustee, is sufficient to protect the Trustees, the Sponsor, the Trust
or any authenticating agent from any loss which any of them may suffer if a
Security is replaced. The Trust may charge such Holder for its expenses in
replacing a Security.

SECTION 7.7         OUTSTANDING PREFERRED SECURITIES.

                    The Preferred Securities outstanding at any time are all the
Preferred Securities authenticated by the Property Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding.

                    If a Preferred Security is replaced, paid or purchased
pursuant to Section 7.6 hereof, it ceases to be outstanding unless the Property
Trustee receives proof satisfactory to it that the replaced, paid or purchased
Preferred Security is held by a protected purchaser.

                    If Preferred Securities are considered paid in full in
accordance with the terms of this Declaration, they cease to be outstanding and
Distributions on them shall cease to accumulate.

                    Except as provided in Section 7.8, a Preferred Security does
not cease to be outstanding because one of the Trust, the Sponsor or an
Affiliate of the Sponsor holds the Security.

                                       40
<Page>

SECTION 7.8         PREFERRED SECURITIES IN TREASURY.

                    In determining whether the Holders of the required amount of
Securities have concurred in any direction, waiver or consent, Preferred
Securities owned by the Trust, the Sponsor or an Affiliate of the Sponsor, as
the case may be, shall be disregarded and deemed not to be outstanding, except
that for the purposes of determining whether the Property Trustee shall be fully
protected in relying on any such direction, waiver or consent, only Securities
which a Responsible Officer of the Property Trustee actually knows are so owned
shall be so disregarded.

SECTION 7.9         DEFINITIVE SECURITIES.

                    (a) A Global Preferred Security deposited with the Clearing
Agency or with the Property Trustee as custodian for the Clearing Agency
pursuant to Section 7.3 shall be transferred to the beneficial owners thereof in
the form of Definitive Preferred Securities only if such transfer complies with
Section 9.2 and (i) the Clearing Agency notifies the Sponsor that it is
unwilling or unable to continue as Clearing Agency for such Global Preferred
Security or if at any time such Clearing Agency ceases to be a "clearing agency"
registered under the Exchange Act and a clearing agency is not appointed by the
Sponsor within 90 days of such notice, (ii) a Default or an Event of Default has
occurred and is continuing or (iii) the Trust at its sole discretion elects to
cause the issuance of Definitive Preferred Securities.

                    (b) Any Global Preferred Security that is transferable to
the beneficial owners thereof in the form of Definitive Preferred Securities
pursuant to this Section 7.9 shall be surrendered by the Clearing Agency to the
Property Trustee located in the Borough of Manhattan, The City of New York, to
be so transferred, in whole or from time to time in part, without charge, and
the Property Trustee shall authenticate and make available for delivery, upon
such transfer of each portion of such Global Preferred Security, an equal
aggregate liquidation amount of Preferred Securities of authorized denominations
in the form of certificated Preferred Securities. Any portion of a Global
Preferred Security so transferred pursuant to this Section 7.9(b) shall be
registered in such names as the Clearing Agency shall direct.

                    (c) Subject to the provisions of Section 7.9(b), the Holder
of a Global Preferred Security may grant proxies and otherwise authorize any
Person, including Participants and Persons that may hold interests through
Participants, to take any action which such Holder is entitled to take under
this Declaration or the Securities.

                    (d) In the event of the occurrence of any of the events
specified in Section 7.9(a), the Trust will promptly make available to the
Property Trustee a reasonable supply of certificated Preferred Securities in
fully registered form without distribution coupons.

                    (e) Payments on the Preferred Securities that are not held
by the Depositary will be made by check mailed to the address of the holder
certified thereto at the address which appears on the register.

                                       41
<Page>

SECTION 7.10        CANCELLATION.

                    The Trust at any time may deliver Preferred Securities to
the Property Trustee for cancellation. The Registrar and Paying Agent shall
forward to the Property Trustee any Preferred Securities surrendered to them for
registration of transfer, redemption, or payment. The Property Trustee shall
promptly cancel all Preferred Securities, surrendered for registration of
transfer, redemption, payment, replacement or cancellation and shall dispose of
canceled Preferred Securities in accordance with its customary procedures unless
the Trust otherwise directs. The Trust may not issue new Preferred Securities to
replace Preferred Securities that it has paid or that have been delivered to the
Property Trustee for cancellation.

SECTION 7.11        CUSIP NUMBERS.

                    The Trust in issuing the Preferred Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Property Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders
of Preferred Securities; PROVIDED that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Preferred Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Preferred Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Sponsor will promptly notify the
Property Trustee of any change in the CUSIP numbers.

                                  ARTICLE VIII
                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 8.1         DISSOLUTION AND TERMINATION OF TRUST.

                    (a) The Trust shall automatically dissolve and be wound up
in accordance with applicable law upon the first to occur of:

                        (i) an Event of Default with respect to the Sponsor as
     described in Section 501(d) or (e) of the Indenture;

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

                        (iii) an election by the Sponsor to dissolve the Trust,
     following the distribution of the Debentures from the Trust to the Holders
     in exchange for all of the Securities, PROVIDED, that the Property Trustee
     has received written notice from the Sponsor directing the Property Trustee
     to dissolve the Trust (which election is optional, and except as otherwise
     expressly provided below, within the discretion of the

                                       42
<Page>

     Sponsor), and PROVIDED, FURTHER, that such direction and such distribution
     is conditioned on (a) the receipt by the Sponsor of any and all required
     regulatory approvals, and (b) the Sponsor's receipt and delivery to the
     Administrative Trustees of an opinion of independent tax counsel
     experienced in such matters to the effect that the Holders of the Preferred
     Securities will not recognize any gain or loss for United States federal
     income tax purposes as a result of the dissolution of the Trust and the
     distribution of Debentures;

                        (iv) the entry of a decree of judicial dissolution of
     the Sponsor or the Trust by a court of competent jurisdiction;

                        (v) 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;

                        (vi) the redemption or repayment of the Debentures or at
     such time as no Debentures are outstanding; or;

                        (vii) the expiration of the term of the Trust provided
     in Section 3.14.

                    (b) As soon as is practicable after the occurrence of an
event referred to in Section 8.1(a), but within 30 days of such event, notice of
such dissolution shall be given to the Holders and upon completion of the
winding up of Trust, the Administrative Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware and the Trust
shall terminate.

                    (c) The provisions of Section 3.9 and Article X shall
survive the termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION  9.1        TRANSFER OF SECURITIES.

                    (a) 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.

                    (b) The Administrative Trustees shall provide for the
registration of Preferred Securities and of the transfer of Preferred
Securities, which will be effected without charge but only upon payment (with
such indemnity as the Administrative Trustees may require) in respect of any tax
or other governmental charges that may be imposed in relation to it. Upon

                                       43
<Page>

surrender for registration of transfer of any Preferred Securities, the
Administrative Trustees shall cause one or more new Preferred Securities to be
issued in the name of the designated transferee or transferees. Every Preferred
Security surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form satisfactory to the Administrative
Trustees and the Registrar or co-registrar, duly executed by the Holder or such
Holder's attorney duly authorized in writing. Each Preferred Security
surrendered for registration of transfer shall be canceled by the Property
Trustee. A transferee of a Preferred Security shall be entitled to the rights
and subject to the obligations of a Holder hereunder upon the receipt by such
transferee of a Preferred Security. By acceptance of a Preferred Security, each
transferee shall be bound by this Declaration.

                    (c) The Holder of the Common Securities may not transfer the
Common Securities except (a) in connection with transactions permitted under
Section 10.01 of the Indenture, or (b) to the Sponsor or an Affiliate thereof in
compliance with applicable law (including the Securities Act and applicable
state securities and blue sky laws); PROVIDED THAT, any such transfer is subject
to the condition precedent that the transferor obtain the written opinion of
qualified independent counsel experienced in such matters that such transfer
would not cause more than an insubstantial risk that:

                        (i) the Trust would not be classified for United States
     federal income tax purposes as a grantor trust and each Holder of
     Securities would not be treated as owning an undivided beneficial interest
     in the Debentures; and

                        (ii) the Trustee would be an Investment Company or the
     transferee would become an Investment Company.

To the fullest extent permitted by law, any attempted transfer of the Common
Securities other than as set forth in the immediately preceding sentence shall
be void. For so long as the Trust Securities remain outstanding, the Sponsor
will covenant (i) to directly or indirectly maintain 100% direct or indirect
ownership of the Common Securities of the Trust; PROVIDED, HOWEVER, that any
permitted successor of the Sponsor under the Indenture may succeed to the
Sponsor's ownership of such Common Securities, (ii) to use its reasonable
efforts to cause the Trust (a) to remain a business trust, except in connection
with the distribution of Debentures to the Holders of Trust Securities in
liquidation of the Trust, the redemption of all of the Trust Securities, or
certain mergers, consolidations or amalgamations, each as permitted by this
Declaration, and (b) to otherwise continue to be classified as a grantor trust
for United States federal income tax purposes and (iii) to use its reasonable
efforts to cause each holder of Trust Securities to be treated as owning an
undivided beneficial interest in the Debentures.

SECTION 9.2         TRANSFER PROCEDURES AND RESTRICTIONS.

                    (a) TRANSFER AND EXCHANGE OF DEFINITIVE PREFERRED
SECURITIES. When Definitive Preferred Securities are presented to the Registrar
or co-registrar

                                       44
<Page>

                        (x) to register the transfer of such Definitive
     Preferred Securities;

               or

                        (y) to exchange such Definitive Preferred Securities
     which became mutilated, destroyed, defaced, stolen or lost, for an equal
     number of Definitive Preferred Securities,

the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
PROVIDED, HOWEVER, that the Definitive Preferred Securities surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form reasonably satisfactory to the
Administrative Trustees and the Registrar or co-registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing;

                    (b) TRANSFER AND EXCHANGE OF GLOBAL PREFERRED SECURITIES.
The transfer and exchange of Global Preferred Securities or beneficial interests
therein shall be effected through the Clearing Agency, in accordance with this
Declaration (including applicable restrictions on transfer set forth herein, if
any) and the procedures of the Clearing Agency therefor.

                    (c) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL
PREFERRED SECURITIES. Notwithstanding any other provisions of this Declaration
(other than the provisions set forth in this Section 9.2 and subsection (a) of
Section 7.9), a Global Preferred Security may not be transferred as a whole
except by the Clearing Agency to a nominee of the Clearing Agency or another
nominee of the Clearing Agency or by the Clearing Agency or any such nominee to
a successor Clearing Agency or a nominee of such successor Clearing Agency.

                    (d) AUTHENTICATION OF DEFINITIVE PREFERRED SECURITIES. If at
any time:

                        (i) the Clearing Agency notifies the Sponsor that it is
     unwilling or unable to continue as Clearing Agency for such Global
     Preferred Security or if at any time such Clearing Agency ceases to be a
     "clearing agency" registered under the Exchange Act and a clearing agency
     is not appointed by the Sponsor within 90 days of such notice;

                        (ii) there occurs a Default or an Event of Default which
     is continuing, or

                        (iii) the Trust (by the Administrative Trustees), in its
     sole discretion, notifies the Property Trustee in writing that it elects to
     cause the issuance of Definitive Preferred Securities under this
     Declaration,

then an Administrative Trustee on behalf of the Trust will execute, and the
Property Trustee, upon receipt of a written order of the Trust signed by one
Administrative Trustee requesting the

                                       45
<Page>

authentication and delivery of Definitive Preferred Securities to the Persons
designated by the Trust, will authenticate and make available for delivery
Definitive Preferred Securities, equal in number to the number of Preferred
Securities represented by the Global Preferred Securities, in exchange for such
Global Preferred Securities.

                    (e) CANCELLATION OR ADJUSTMENT OF GLOBAL PREFERRED SECURITY.
At such time as all beneficial interests in a Global Preferred Security have
either been exchanged for Definitive Preferred Securities to the extent
permitted by this Declaration or redeemed, repurchased or canceled in accordance
with the terms of this Declaration, such Global Preferred Security shall be
canceled by the Property Trustee. At any time prior to such cancellation, if any
beneficial interest in a Global Preferred Security is exchanged for Definitive
Preferred Securities, Preferred Securities represented by such Global Preferred
Security shall be reduced and an adjustment shall be made on the books and
records of the Clearing Agency and the Registrar, to reflect such reduction.

                    (f) OBLIGATIONS WITH RESPECT TO TRANSFERS OF PREFERRED
SECURITIES.

                        (i) To permit registrations of transfers, an
     Administrative Trustee on behalf of the Trust shall execute and the
     Property Trustee shall authenticate Definitive Preferred Securities and
     Global Preferred Securities at the Registrar's or co-registrar's request in
     accordance with the terms of this Declaration.

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

                        (iii) The Registrar or co-registrar shall not be
     required to register the transfer of (a) Preferred Securities during a
     period beginning at the opening of business 15 days before the day of
     mailing of a notice of redemption or any notice of selection of Preferred
     Securities for redemption and ending at the close of business on the day of
     such mailing; or (b) any Preferred Security so selected for redemption in
     whole or in part, except the unredeemed portion of any Preferred Security
     being redeemed in part.

                        (iv) Prior to the due presentation for registration of
     transfer of any Preferred Security, the Trust, the Property Trustee, the
     Paying Agent, the Registrar or any co-registrar may deem and treat the
     Person in whose name a Preferred Security is registered as the absolute
     owner of such Preferred Security for the purpose of receiving Distributions
     on such Preferred Security (subject to Section 2(c) of Annex I) and for all
     other purposes whatsoever, and none of the Trust, the Property Trustee, the
     Paying Agent, the Registrar or any co-registrar shall be affected by notice
     to the contrary.

                        (v) All Preferred Securities issued upon any
     registration of transfer pursuant to the terms of this Declaration shall
     evidence the same security and shall be

                                       46
<Page>

     entitled to the same benefits under this Declaration as the Preferred
     Securities surrendered upon such registration of transfer.

                    (g) NO OBLIGATION OF THE PROPERTY TRUSTEE.

                        (i) The Property Trustee shall have no responsibility or
     obligation to any beneficial owner of a Global Preferred Security, a
     Clearing Agency Participant in the Clearing Agency or other Person with
     respect to the accuracy of the records of the Clearing Agency or its
     nominee or of any Clearing Agency Participant thereof, with respect to any
     ownership interest in the Preferred Securities or with respect to the
     delivery to any Clearing Agency Participant, beneficial owner or other
     Person (other than the Clearing Agency) of any notice (including any notice
     of redemption) or the payment of any amount, under or with respect to such
     Preferred Securities. All notices and communications to be given to the
     Holders and all payments to be made to Holders under the Preferred
     Securities shall be given or made only to or upon the order of the
     registered Holders (which shall be the Clearing Agency or its nominee in
     the case of a Global Preferred Security). The rights of beneficial owners
     in any Global Preferred Security shall be exercised only through the
     Clearing Agency subject to the applicable rules and procedures of the
     Clearing Agency. The Property Trustee may conclusively rely and shall be
     fully protected in relying upon information furnished by the Clearing
     Agency or any agent thereof with respect to its Clearing Agency
     Participants and any beneficial owners.

                        (ii) The Property Trustee and the Registrar shall have
     no obligation or duty to monitor, determine or inquire as to compliance
     with any restrictions on transfer imposed under this Declaration or under
     applicable law with respect to any transfer of any interest in any
     Preferred Security (including any transfers between or among Clearing
     Agency Participants or beneficial owners in any Global Preferred Security)
     other than to require delivery of such certificates and other documentation
     or evidence as are expressly required by, and to do so if and when
     expressly required by, the terms of this Declaration, and to examine the
     same to determine substantial compliance as to form with the express
     requirements hereof.

SECTION 9.3         DEEMED SECURITY HOLDERS.

                    The Trustees may treat the Person in whose name any Security
shall be registered on the books and records of the Trust as the sole owner of
such Security for purposes of receiving Distributions and for all other purposes
whatsoever (subject to the definition of "Holder" contained herein) and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Security on the part of any Person, whether or not the Trust
shall have actual or other notice thereof.

                                       47
<Page>

SECTION 9.4         BOOK ENTRY INTERESTS.

                    Global Preferred Securities shall initially be registered on
the books and records of the Trust in the name of Cede & Co., the nominee of the
Clearing Agency, and no Preferred Security Beneficial Owner will receive a
definitive Preferred Security Certificate representing such Preferred Security
Beneficial Owner's interests in such Global Preferred Securities, except as
provided in Section 7.9 and Section 9.2. Unless and until definitive, fully
registered Preferred Securities certificates have been issued to the Preferred
Security Beneficial Owners pursuant to Section 7.9 or Section 9.2:

                    (a) the provisions of this Section 9.4 shall be in full
     force and effect;

                    (b) the Trust and the Trustees shall be entitled to deal
     with the Clearing Agency for all purposes of this Declaration (including
     the payment of Distributions on the Global Preferred Securities and
     receiving approvals, votes or consents hereunder) as the Holder of the
     Preferred Securities and the sole holder of the Global Preferred
     Certificates and shall have no obligation to the Preferred Security
     Beneficial Owners;

                    (c) to the extent that the provisions of this Section 9.4
     conflict with any other provisions of this Declaration, the provisions of
     this Section 9.4 shall control; and

                    (d) the rights of the Preferred Security Beneficial Owners
     shall be exercised only through the Clearing Agency and shall be limited to
     those established by law and agreements between such Preferred Security
     Beneficial Owners and the Clearing Agency and/or the Clearing Agency
     Participants and the Clearing Agency shall receive and transmit payments of
     Distributions on the Global Preferred Certificates to such Clearing Agency
     Participants. DTC will make book entry transfers among the Clearing Agency
     Participants.

SECTION 9.5         NOTICES TO CLEARING AGENCY.

                    Whenever a notice or other communication to the Preferred
Security Holders is required under this Declaration, unless and until
definitive, fully registered Preferred Securities certificates have been issued
to the Preferred Security Beneficial Owners pursuant to Section 7.9 or Section
9.2, the Trustees shall give all such notices and communications specified
herein to be given to the Holders of Global Preferred Securities to the Clearing
Agency, and shall have no notice obligations to the Preferred Security
Beneficial Owners.

SECTION 9.6         APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

                    If any Clearing Agency ceases to continue its services as
securities depositary with respect to the Preferred Securities, the
Administrative Trustees may, in their sole discretion, appoint a successor
Clearing Agency with respect to such Preferred Securities.

                                       48
<Page>

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

SECTION 10.1        LIABILITY.

                    (a) Except as expressly set forth in this Declaration, the
Securities Guarantees 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 which
     shall be made solely from assets of the Trust; and

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

                    (b) The Debenture Issuer shall be liable for all of the
debts and obligations of the Trust (other than in respect of the payment of
principal and interest on the Securities) to the extent not satisfied out of the
Trust's assets.

                    (c) Pursuant to Section 3803(a) of the Business Trust Act,
the Holders shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware.

SECTION 10.2        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 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 might properly be paid.

                                       49
<Page>

SECTION 10.3        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
(other than the duties imposed on the Property Trustee under the Trust Indenture
Act), are agreed by the parties hereto to replace such other duties and
liabilities of such Indemnified Person.

                    (b) Unless otherwise expressly provided herein:

                        (i) whenever a conflict of interest exists or arises
     between any Covered Persons and Indemnified Persons; or

                        (ii) whenever this Declaration or any other agreement
     contemplated herein or therein provides that an Indemnified Person shall
     act in a manner that is, or provides terms that are, fair and reasonable to
     the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

                    (c) 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.

                                       50
<Page>

SECTION 10.4        INDEMNIFICATION.

                    (a) (i) The Debenture Issuer shall indemnify, to the full
     extent permitted by law, any Company Indemnified Person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the Trust) by reason of the fact that he is or was a Company Indemnified
     Person against expenses (including 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
     Company 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.

                        (ii) The Debenture Issuer shall indemnify, to the full
     extent permitted by law, any Company Indemnified Person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action or suit by or in the right of the Trust to procure a
     judgment in its favor by reason of the fact that he is or was a Company
     Indemnified Person against expenses (including 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 and except that no such indemnification shall be
     made in respect of any claim, issue or matter as to which such Company
     Indemnified Person shall have been adjudged to be liable to the Trust
     unless and only to the extent that the Court of Chancery of Delaware or the
     court in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but in view of all
     the circumstances of the case, such Person is fairly and reasonably
     entitled to indemnity for such expenses which such Court of Chancery or
     such other court shall deem proper.

                        (iii) To the extent that a Company Indemnified Person
     shall be successful on the merits or otherwise (including dismissal of an
     action without prejudice or the settlement of an action without admission
     of liability) in defense of any action, suit or proceeding referred to in
     paragraphs (i) and (ii) of this Section 10.4(a), 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) actually and
     reasonably incurred by him in connection therewith.

                                       51
<Page>

                        (iv) Any indemnification under paragraphs (i) and (ii)
     of this Section 10.4(a) (unless ordered by a court) shall be made by the
     Debenture Issuer only as authorized in the specific case upon a
     determination that indemnification of the Company Indemnified Person is
     proper in the circumstances because he has met the applicable standard of
     conduct set forth in paragraphs (i) and (ii). Such determination shall be
     made (1) by the Administrative Trustees by a majority vote of a Quorum
     consisting of such Administrative Trustees who were not parties to such
     action, suit or proceeding, (2) if such a Quorum is not obtainable, or,
     even if obtainable, if a Quorum of disinterested Administrative Trustees so
     directs, by independent legal counsel in a written opinion, or (3) by the
     Common Security Holder of the Trust.

                        (v) Expenses (including attorneys' fees and expenses)
     incurred by a Company Indemnified Person in defending a civil, criminal,
     administrative or investigative action, suit or proceeding referred to in
     paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the
     Debenture Issuer in advance of the final disposition of such action, suit
     or proceeding upon receipt of an undertaking by or on behalf of such
     Company Indemnified Person to repay such amount if it shall ultimately be
     determined that he is not entitled to be indemnified by the Debenture
     Issuer as authorized in this Section 10.4(a). Notwithstanding the
     foregoing, no advance shall be made by the Debenture Issuer if a
     determination is reasonably and promptly made (i) by the Administrative
     Trustees by a majority vote of a Quorum of disinterested Administrative
     Trustees, (ii) if such a Quorum is not obtainable, or, even if obtainable,
     if a Quorum of disinterested Administrative Trustees so directs, by
     independent legal counsel in a written opinion or (iii) the Common Security
     Holder of the Trust, that, based upon the facts known to the Administrative
     Trustees, counsel or the Common Security Holder at the time such
     determination is made, such Company Indemnified Person acted in bad faith
     or in a manner that such person did not believe to be in or not opposed to
     the best interests of the Trust, or, with respect to any criminal
     proceeding, that such Company 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 Administrative Trustees, independent legal
     counsel or Common Security Holder reasonably determine that such person
     deliberately breached his duty to the Trust or its Common or Preferred
     Security Holders.

                        (vi) The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other paragraphs of this Section
     10.4(a) 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
     Debenture Issuer or Preferred 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 10.4(a) shall be deemed to be provided by a contract between
     the Debenture Issuer and each Company Indemnified Person who serves in such
     capacity at any time while this

                                       52
<Page>

     Section 10.4(a) is in effect. Any repeal or modification of this Section
     10.4(a) shall not affect any rights or obligations then existing.

                        (vii) The Debenture Issuer or the Trust may purchase and
     maintain insurance on behalf of any person who is or was a Company
     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 Debenture Issuer would have the power to indemnify him against
     such liability under the provisions of this Section 10.4(a).

                        (viii) For purposes of this Section 10.4(a), 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 10.4(a) with respect to
     the resulting or surviving entity as he would have with respect to such
     constituent entity if its separate existence had continued.

                        (ix) The indemnification and advancement of expenses
     provided by, or granted pursuant to, this Section 10.4(a) shall, unless
     otherwise provided when authorized or ratified, continue as to a person who
     has ceased to be a Company Indemnified Person and shall inure to the
     benefit of the heirs, executors and administrators of such a person.

                    (b) The Debenture Issuer agrees to indemnify the (i)
Property Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Property
Trustee or the Delaware Trustee, and (iv) any officers, directors, shareholders,
members, partners, employees, representatives, custodians, nominees or agents of
the Property Trustee or the Delaware Trustee (each of the Persons in (i) through
(iv) being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any and all loss, liability,
damage, claim or expense including taxes (other than taxes based on the income
of such Fiduciary Indemnified Person) incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the resignation or
removal of the Property Trustee or the Delaware Trustee, the dissolution of the
Trust and the satisfaction and discharge of this Declaration.

                                       53
<Page>

SECTION 10.5        OUTSIDE BUSINESSES.

                    Any Covered Person, the Sponsor, the Delaware Trustee and
the Property Trustee (subject to Section 5.3(c)) 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 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. No Covered Person, the Sponsor, the
Delaware Trustee, or the Property Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the Property
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 10.6        COMPENSATION; FEES.

          The Debenture Issuer agrees:

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

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

                    The provisions of this Section 10.6 shall survive the
dissolution of the Trust and the termination of this Declaration and the removal
or resignation of any Trustee.

                    No Trustee may claim any lien or charge on any property of
the Trust as a result of any amount due pursuant to this Section 10.6.

                                       54
<Page>

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1        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 11.2        CERTAIN ACCOUNTING MATTERS.

                    (a) At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The books of account and the records of the
Trust shall be examined by and reported upon as of the end of each Fiscal Year
of the Trust by a firm of independent certified public accountants selected by
the Administrative Trustees.

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

                    (c) The Administrative Trustees shall cause to be duly
prepared and filed with the appropriate taxing authority, an annual United
States federal income tax return, on a Form 1041 or such other form required by
United States federal income tax law, and any other annual income tax returns
required to be filed by the Administrative Trustees on behalf of the Trust with
any state or local taxing authority.

SECTION 11.3        BANKING.

                    The Trust may maintain 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 Property Trustee shall be made
directly to the Property Trustee Account and no other funds of the Trust shall
be deposited in the Property Trustee Account. The sole signatories for such
accounts shall be designated by the Administrative Trustees; PROVIDED, HOWEVER,
that the Property Trustee shall designate the signatories for the Property
Trustee Account.

                                       55
<Page>

SECTION 11.4        WITHHOLDING.

                    The Trust and the Administrative Trustees shall comply with
all withholding requirements under United States federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such forms
or certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust 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 over withholding, Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may reduce
subsequent Distributions by the amount of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1        AMENDMENTS.

                    (a) Except as otherwise provided in this Declaration
(including Section 7 of Annex I hereto) or by any applicable terms of the
Securities, this Declaration may only be amended by a written instrument
approved and executed by:

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

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

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

                    (b) No amendment shall be made, and any such purported
amendment shall be void and ineffective:

                        (i) unless the Property 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 that the interests of

                                       56
<Page>

          any Holder of Securities will not be materially affected by such
          amendment; 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 that all conditions precedent, if any, in this
          Declaration to the execution and delivery of such amendment have been
          satisfied,

     PROVIDED, HOWEVER, that the Property Trustee shall not be required to sign
     any such amendment which affects the rights, powers, duties, obligations or
     immunities of the Property Trustee; and

                        (ii) to the extent the result of such amendment would be
     to:

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

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

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

                            (D) cause a Tax Event.

                    (c) At such time after the Trust has issued any Securities
that remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder may be effected only with such
additional requirements as may be set forth in the terms of such Securities;

                    (d) Section 9.1(c) and this Section 12.1 shall not be
amended without the consent of all of the Holders;

                    (e) Article Four shall not be amended without the consent of
the Holders of a Majority in liquidation amount of the Common Securities;

                    (f) The rights of the Holders of the Common Securities under
Article Five to increase or decrease the number of, and appoint and remove
Trustees shall not be amended without the consent of the Holders of a Majority
in liquidation amount of the Common Securities; and

                                       57
<Page>

                    (g) Notwithstanding Section 12.1(c), this Declaration may be
amended by the Sponsor, the Property Trustee and the Administrative Trustees
without the consent of the Holders to:

                        (i) cure any ambiguity, correct or supplement any
     provision in this Declaration that may be inconsistent with any other
     provision of this Declaration or to make any other provisions with respect
     to matters or questions arising under this Declaration which shall not be
     inconsistent with the other provisions of the Declaration; and

                        (ii) to modify, eliminate or add to any provisions of
     the Declaration to such extent as shall be necessary to ensure that the
     Trust will be classified for United States federal income tax purposes as a
     grantor trust at all times that any Securities are outstanding or to ensure
     that the Trust will not be required to register as an Investment Company
     under the Investment Company Act;

PROVIDED, HOWEVER, that in each case such action shall not adversely affect the
interests of the Holders, and any such amendments of this Declaration shall
become effective when notice thereof is given to the Holders.

SECTION 12.2        MEETINGS OF THE HOLDERS; ACTION BY WRITTEN CONSENT.

                    (a) Meetings of the Holders of any class of Securities may
be called at any time by the Administrative Trustees (or as provided in the
terms of the Securities) to consider and act on any matter on which Holders of
such class of Securities are entitled to act under the terms of this
Declaration, the terms of the Securities or the rules of any stock exchange on
which the Preferred Securities are listed or admitted for trading. The
Administrative Trustees shall call a meeting of the Holders of such class if
directed to do so by the Holders of at least 10% in liquidation amount of such
class of Securities. Such direction shall be given by delivering to the
Administrative Trustees one or more notices in writing stating that the signing
Holders wish to call a meeting and indicating the general or specific purpose
for which the meeting is to be called. Any Holders calling a meeting shall
specify in writing the Securities held by the Holders exercising the right to
call a meeting and only those Securities specified 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:

                        (i) notice of any such meeting shall be given to all the
     Holders having a right to vote there at least seven days and not more than
     60 days before the date of such meeting. Whenever a vote, consent or
     approval of the Holders is permitted or required under this Declaration or
     the rules of any stock exchange on which the Preferred Securities are
     listed or admitted for trading, such vote, consent or approval

                                       58
<Page>

     may be given at a meeting of the Holders. Any action that may be taken at a
     meeting of the Holders may be taken without a meeting and without prior
     notice if a consent in writing setting forth the action so taken is signed
     by the Holders owning not less than the minimum amount of Securities in
     liquidation amount that would be necessary to authorize or take such action
     at a meeting at which all Holders having a right to vote thereon were
     present and voting. Prompt notice of the taking of any action without a
     meeting shall be given to Holders entitled to vote who have not consented
     to such action in writing. The Administrative Trustees may specify that any
     written ballot submitted to the Holder of Securities for the purpose of
     taking any action without a meeting shall be returned to the Trust within
     the time specified by the Administrative Trustees;

                        (ii) each Holder may authorize any Person to act for it
     by proxy on all matters in which a Holder 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 executing it. Except as otherwise
     provided herein, all matters relating to the giving, voting or validity of
     proxies shall be governed by the General Corporation Law of the State of
     Delaware relating to proxies, and judicial interpretations thereunder, as
     if the Trust were a Delaware corporation and the Holders were stockholders
     of a Delaware corporation;

                        (iii) each meeting of the Holders shall be conducted by
     the Administrative Trustees or by such other Person that the Administrative
     Trustees may designate; and

                        (iv) unless the Business Trust Act, this Declaration,
     the terms of the Securities, the Trust Indenture Act or the listing rules
     of any stock exchange on which the Preferred Securities are then listed or
     trading, otherwise provides, the Administrative Trustees, in their sole
     discretion, shall establish all other provisions relating to meetings of
     Holders, including notice of the time, place or purpose of any meeting at
     which any matter is to be voted on by any Holders, waiver of any such
     notice, action by consent without a meeting and without prior notice, 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, the meetings of Holders shall not be held in any
     jurisdiction which would subject the Trust to taxation under the laws of
     such jurisdiction.

                                       59
<Page>

                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1        REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

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

                    (a) The Property Trustee is a New York banking corporation,
a national banking association or a bank or trust company duly organized,
validly existing and in good standing under the laws of any State of the United
States or the District of Columbia, in any case with trust powers and authority
to execute and deliver, and to carry out and perform its obligations under the
terms of, this Declaration;

                    (b) the Property Trustee satisfies the requirements set
forth in Section 5.3(a);

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

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

                    (e) 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 Property Trustee of
this Declaration.

                                       60
<Page>

SECTION 13.2        REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.

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

                    (a) The Delaware Trustee satisfies the requirements set
forth in Section 5.2 and, if it is not a natural person, is duly organized,
validly existing and in good standing under the laws of the State of Delaware or
the United States, 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 Delaware
Trustee of this Declaration has been duly authorized by all necessary corporate
action on the part of the Delaware Trustee. This Declaration has been duly
executed and delivered by the Delaware Trustee and constitutes a legal, valid
and binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law);

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

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

                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1        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 or mailed by first class mail, overnight courier service or confirmed
telecopy, as follows:

                    (a) if given to the Trust, in care of the Administrative
Trustees at the mailing address set forth below (or such other address as the
Trust may give notice of to the Property Trustee, the Delaware Trustee and the
Holders):

                                       61
<Page>

                            Coastal Capital Trust I
                            c/o Coastal Bancorp, Inc.
                            5718 Westheimer, Suite 600
                            Houston, Texas 77057
                            Attention:   Catherine N. Wylie
                                         Administrative Trustee
                            Telecopy:    (713) 435-5106

                    (b) if given to the Delaware Trustee, at the mailing address
set forth below (or such other address as Delaware Trustee may give notice of to
the Administrative Trustees and the Property Trustee):

                            The Bank of New York (Delaware)
                            700 White Clay Center
                            Route 273
                            Newark, Delaware 19711
                            Attention:   Corporate Trust Department
                            Telecopy:    (____) ____-______

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

                            The Bank of New York
                            5 Penn Plaza
                            13th Floor
                            New York, New York 10001
                            Attention:   Corporate Trust Trustee Administration
                            Telecopy:    (212) ____-_____

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

                            Coastal Bancorp, Inc.
                            5718 Westheimer, Suite 600
                            Houston, Texas 77057
                            Attention:   Catherine N. Wylie
                                         Senior Executive Vice President
                                         and Chief Financial Officer
                            Telecopy:    (713) 435-5106

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

                                       62
<Page>

                    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 14.2        GOVERNING LAW.

                    This Declaration and the rights of the parties hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws.

SECTION 14.3        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 14.4        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 14.5        SUCCESSORS AND ASSIGNS.

                    Whenever in this Declaration any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Declaration by the
Sponsor and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

SECTION 14.6        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.

                                       63
<Page>

SECTION 14.7        COUNTERPARTS.

                    This Declaration may contain more than one counterpart of
the signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one 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.

                                       64
<Page>

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


                                  ---------------------------------------------
                                  Manuel J. Mehos, as Administrative Trustee


                                  ---------------------------------------------
                                  Catherine N. Wylie, as Administrative Trustee


                                  ---------------------------------------------
                                  Linda B. Frazier, as Administrative Trustee


                                  THE BANK OF NEW YORK (DELAWARE),
                                  as Delaware Trustee


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

                                  THE BANK OF NEW YORK,
                                  as Property Trustee


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

                                  COASTAL BANCORP, INC.,
                                  as Sponsor and Debenture Issuer

                                  By:
                                      -----------------------------------------
                                      Catherine N. Wylie
                                      Senior Executive Vice President and
                                      Chief Financial Officer

                                       65
<Page>

                                     ANNEX I

                                    TERMS OF
                   ____% CUMULATIVE TRUST PREFERRED SECURITIES
                             ____% COMMON SECURITIES

          Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of ___________, 2002 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration or, if not defined in such Declaration, as defined in the Prospectus
referred to below in Section 2(c) of this Annex I):

     1.   DESIGNATION AND NUMBER.

          (a)  PREFERRED SECURITIES. _________ ___% Cumulative Trust Preferred
Securities of the Trust with an aggregate liquidation amount with respect to the
assets of the Trust of ______ million dollars ($_________) and each with a
liquidation amount with respect to the assets of the Trust of $25 per security
are hereby designated for the purposes of identification only as Preferred
Securities. The certificates evidencing the Preferred Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any exchange or
quotation system on or in which the Preferred Securities are listed, traded or
quoted.

     (b)  COMMON SECURITIES. _________ Common Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust of
_____________ ($________), and a liquidation amount with respect to the assets
of the Trust of $25 per security are hereby designated for the purposes of
identification only as Common Securities. The certificates evidencing the Common
Securities shall be 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 payable on each Security will be fixed at a rate
per annum of ______% (the "Coupon Rate") of the liquidation amount of $25 per
Security (the "Liquidation Amount"), such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one quarterly period will bear additional distributions
thereon compounded quarterly at the Coupon Rate (to the extent permitted by
applicable law). A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Property Trustee and to the extent
the Property Trustee has funds on hand legally available therefor.

                                       I-1
<Page>

          (b)  Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or
duly provided for or, if no Distributions have been paid or duly provided for,
from _________, 2002 and will be payable quarterly in arrears on the last day of
March, June, September and December of each year, commencing on September 30,
2002 (each, a "Distribution Date"), except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months and for any period less than a full calendar quarter on the
basis of the actual number of days elapsed in such 90-day quarter based on
30-day months. As long as no Event of Default has occurred and is continuing
under the Indenture, the Debenture Issuer has the right under the Indenture to
defer payments of interest on the Debentures by extending the interest payment
period at any time and from time to time for a period not exceeding 20
consecutive quarterly periods, including the first such quarterly period during
such period (each an "Extension Period"), during which Extension Period no
interest shall be due and payable on the Debentures, PROVIDED THAT no Extension
Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, Distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) at the Coupon Rate compounded quarterly
during any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; PROVIDED THAT such further deferment shall only
be permitted to the extent that such Extension Period, together with all
extensions occurring both before and after such deferment, does not exceed 20
consecutive quarterly periods, including the first quarterly period during such
Extension Period, or extend beyond the Maturity Date of the Debentures. Payments
of deferred Distributions will be payable to Holders of record as they appear on
the books and records of the Trust on the record date for Distributions due at
the end of such Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

          (c)  Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust which for so long
as the Securities remain in book entry form, will be one Business Day prior to
the relevant Distribution Date and, in the event the Securities are not in book
entry form, will be the close of business on the 15th day of the month in which
the relevant Distribution Date occurs. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in respect
of the Global Preferred Securities will be made as described under the heading
"Description of Trust Preferred Securities -- Global Trust Preferred Securities"
and "Book-Entry Issuance" in the Prospectus dated __________, 2002, of the
Debenture Issuer and the Trust relating to the Securities and the Debentures.
Payments in respect of Preferred Securities held in certificated form will be
made by check mailed or by wire to the Holder entitled thereto. The relevant
record dates for the Common Securities shall be the same as the record dates for
the Preferred Securities. Distributions payable on any Securities that are not
punctually paid on any Distribution Date, as a result of the Debenture Issuer
having failed to make a payment under the Debentures, will

                                       I-2
<Page>

cease to be payable to the Holder 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 Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such next succeeding Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day with the same force and effect as if made on such 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.

     3.   LIQUIDATION DISTRIBUTION UPON DISSOLUTION.

          In the event of any voluntary or involuntary dissolution or
termination of the Trust or the Sponsor otherwise gives notice of its election
to dissolve the Trust pursuant to Section 8.1(a)(iii) of the Declaration, the
Trust shall be liquidated by the Administrative Trustees as expeditiously as the
Administrative Trustees determine to be possible by distributing, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, to the Holders a Like Amount (as defined below) of the Debentures, unless
such distribution is determined by the Property Trustee not to be practicable,
in which event such Holders will be entitled to receive Pro Rata out of the
assets of the Trust legally available for distribution to Holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the aggregate of the liquidation amount of $25 per
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution").

          "Like Amount" means (i) with respect to a redemption of the
Securities, Securities having a Liquidation Amount equal to that portion of
principal amount of Debentures to be contemporaneously redeemed in accordance
with their terms allocated to the Common Securities and the Preferred Securities
based upon the relative Liquidation Amounts of such classes and the proceeds of
which will be used to pay the redemption price of such Securities and (ii) with
respect to a distribution of Debentures upon the dissolution or liquidation of
the Trust, Debentures having a principal amount equal to the Liquidation Amount
of the Securities of the Holder to whom such Debentures are distributed.

          If, upon any such liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets on hand legally
available to pay in full the aggregate Liquidation Distribution, then the
amounts payable directly by the Trust on the Securities shall be paid on a Pro
Rata basis.

                                       I-3
<Page>

     4.   REDEMPTION AND DISTRIBUTION.

          Upon the repayment of the Debentures in whole or in part, at
maturity or upon early redemption (either at the option of the Debenture
Issuer or pursuant to a Special Event, as described below), the proceeds from
such repayment shall be simultaneously applied by the Property Trustee
(subject to the Property Trustee having received written notice no later than
45 days prior to such repayment) to redeem a Like Amount of the Securities at
a redemption price equal to the accrued and unpaid interest on the Securities
to be so redeemed to the date fixed for redemption, plus 100% of the
principal amount thereof (the "Redemption Price").

          (b)  In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the Securities to be redeemed will
be determined as described in Section 4(f)(ii) below.

          The Debenture Issuer shall have the right (subject to the conditions
in the Indenture) to elect to redeem the Debentures in whole or in part at any
time on or after __________ __, 2007, upon not less than 30 days and not more
than 60 days written notice, at the Redemption Price and, simultaneous with such
redemption, to cause a Like Amount of the Securities to be redeemed by the Trust
at the Redemption Price on a Pro Rata basis or such other method as the Property
Trustee shall deem appropriate, subject to the receipt of prior approval of any
applicable regulatory agency if it is then required under applicable regulatory
requirements.

          (c)  If at any time an Investment Company Event, a Tax Event or a
Regulatory Capital Event (each as defined below, and each a "Special Event")
occurs and shall be continuing, the Debenture Issuer shall have the right
(subject to the conditions set forth in the Indenture) upon not less than 30 nor
more than 60 days written notice, to redeem the Debentures in whole, but not in
part, within the 90 days following the occurrence of such Special Event (the "90
Day Period"), and, simultaneous with such redemption, to cause a Like Amount of
the Securities to be redeemed by the Trust at the Redemption Price on a Pro Rata
basis or such other method as the Property Trustee shall deem appropriate, in
each case subject to the receipt of prior approval of any applicable regulatory
agency if it is then required under applicable regulatory requirements.

          "Investment Company Event " means the receipt by the Sponsor of an
Opinion of Counsel, rendered by a law firm experienced in such matters, to the
effect that, as a result of change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, the Trust is or will be
considered an "investment company" that is required to be registered under the
Investment Company Act of 1940, as amended, which change becomes effective on or
after the date of original issuance of the Preferred Securities of Coastal
Capital Trust I.

          A "Regulatory Capital Event" shall occur at any time that the Sponsor
shall have received an opinion of independent bank regulatory counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to, or change (including any announced prospective

                                       I-4
<Page>

change) in, the laws (or any regulations thereunder) of the United States or any
rules, guidelines or policies of applicable regulatory agencies or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after the date of Declaration,
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 Preferred Securities as Tier 1 Capital (or
its then equivalent if the Sponsor were subject to such capital requirements)
applied as if the Sponsor (or its successor) were a bank holding company for
purposes of the capital adequacy guidelines of the Board of Governors of the
Federal Reserve (or any successor regulatory authority with jurisdiction over
bank holding companies), or any capital adequacy guidelines as then in effect
and applicable to the Sponsor.

          "Tax Event" shall occur upon receipt by the Sponsor and the Trust of
an Opinion of Counsel from 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 or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after the date
of the Declaration, 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.

          (d)  On and from the date fixed by the Administrative Trustees for any
distribution of Debentures and liquidation of the Trust: (i) the Securities will
no longer be deemed to be outstanding, (ii) the Clearing Agency or its nominee
(or any successor Clearing Agency or its nominee), as the Holder of the
Preferred Securities, will receive a registered global certificate or
certificates representing the Debentures to be delivered upon such distribution
and (iii) any certificates representing Securities not held by the Clearing
Agency or its nominee (or any successor Clearing Agency or its nominee) will be
deemed to represent beneficial interests in a Like Amount of Debentures until
such certificates are presented to the Debenture Issuer or its agent for
transfer or reissue.

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

          (f)  The procedure with respect to redemptions or distributions of
Securities shall be as follows:

                                       I-5
<Page>

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

               (ii) In the event that fewer than all the outstanding Securities
     are to be redeemed, the particular Securities to be redeemed shall be
     selected on a Pro Rata basis (based upon Liquidation Amounts), or such
     other method as the Property Trustee shall deem appropriate, not more than
     60 days prior to the date fixed for redemption from the outstanding
     Preferred Securities not previously called for redemption. In respect of
     Preferred Securities registered in the name of and held of record by the
     Clearing Agency or its nominee (or any successor Clearing Agency or its
     nominee) or any nominee, the distribution of the proceeds of such
     redemption will be made to the Clearing Agency and disbursed by such
     Clearing Agency in accordance with the procedures applied by such agency or
     nominee.

               (iii) If Securities are to be redeemed and the Trust gives a
     Redemption/Distribution Notice (which notice will be irrevocable), then (A)
     with respect to Preferred Securities issued in book-entry form, by 12:00
     noon, New York City time, on the redemption date, provided that the
     Debenture Issuer has paid the Property Trustee a sufficient amount of cash
     in connection with the related redemption or maturity of the Debentures by
     10:00 a.m., New York City time, on the maturity date or the date of
     redemption, as the case requires, the Property Trustee will deposit
     irrevocably with the Clearing Agency or its nominee (or successor Clearing
     Agency or its nominee) funds sufficient to pay the Redemption Price with
     respect to such Preferred Securities and will give the Clearing Agency
     irrevocable instructions and authority to pay the Redemption

                                       I-6
<Page>

     Price to the relevant Clearing Agency Participants, and (B) with respect to
     Preferred Securities issued in certificated form and Common Securities,
     provided that the Debenture Issuer has paid the Property Trustee a
     sufficient amount of cash in connection with the related redemption or
     maturity of the Debentures, the Property Trustee will pay the Redemption
     Price to the Holders by check mailed to the address of the relevant Holder
     appearing on the books and records of the Trust on the redemption date,
     provided, that any such payment shall become due only upon surrender by the
     Holder of the related certificated Preferred Securities. If a
     Redemption/Distribution Notice shall have been given and funds deposited as
     required, if applicable, then immediately prior to the close of business on
     the date of such deposit, or on the redemption date, as applicable,
     Distributions will cease to accumulate on the Securities so called for
     redemption and all rights of Holders so called for redemption will cease,
     except the right of the Holders of such Securities to receive the
     Redemption Price and any Distributions payable in respect of the Securities
     on or prior to the Redemption Date, but without interest on such Redemption
     Price or Distributions, and such Securities shall cease to be outstanding.

               (iv) Payment of accumulated and unpaid Distributions on the
     Redemption Date of the Securities will be subject to the rights of Holders
     on the close of business on a regular record date in respect of a
     Distribution Date occurring on or prior to such Redemption Date.

               Neither the Administrative Trustees nor the Trust shall be
     required to register or cause to be registered the transfer of (i) any
     Securities beginning on the opening of business 15 days before the day of
     mailing of a notice of redemption and ending at the close of business on
     the day of such mailing or (ii) any Securities selected for redemption
     except the unredeemed portion of any Security being redeemed. If any date
     fixed for redemption of Securities is not a Business Day, then payment of
     the Redemption Price payable on such date will be made on the next
     succeeding day that is a Business Day (and without any interest or other
     payment in respect of any such delay) except that, if such next succeeding
     Business Day falls in the next calendar year, such payment shall be made on
     the immediately preceding Business Day, with the same force and effect as
     if made on such date fixed for redemption. If payment of the Redemption
     Price in respect of any Securities is improperly withheld or refused and
     not paid by the Sponsor as guarantor pursuant to the relevant Securities
     Guarantee, Distributions on such Securities will continue to accumulate
     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.

               (v) Redemption/Distribution Notices shall be sent by the Property
     Trustee on behalf of the Trust to (A) in respect of the Preferred
     Securities, the Clearing Agency or its nominee (or any successor Clearing
     Agency or its nominee) if the Global Certificates have been issued or, if
     Definitive Preferred Security Certificates have been issued, to the Holder
     thereof, and (B) in respect of the Common Securities to the Holder thereof.

                                       I-7
<Page>

               (vi) Subject to the foregoing and applicable law (including,
     without limitation, United States federal securities laws and banking
     laws), provided the acquiror is not the Holder of the Common Securities or
     the obligor under the Indenture, the Sponsor or any of its subsidiaries may
     at any time and from time to time purchase outstanding Preferred Securities
     by tender, in the open market or by private agreement.

     5.   VOTING RIGHTS - PREFERRED SECURITIES.

          (a)  Except as provided under Sections 5(b), 6(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

          (b)  So long as any Debentures are held by the Property Trustee,
subject to the requirement of the Property Trustee obtaining a tax opinion in
certain circumstances set forth in the last sentence of this paragraph, the
Holders of a majority in Liquidation Amount of the Preferred Securities have the
right to (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Debenture Trustee, or direct the exercise of any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, however, where a consent under
the Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior approval of each Holder of the Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Preferred Securities except by subsequent vote of such Holders. Subject
to Section 2.7 of the Declaration, the Property Trustee shall notify each Holder
of Preferred Securities of any notice of default with respect to the Debentures.
In addition to obtaining the foregoing approvals of such Holders of the
Preferred Securities, prior to taking any of the foregoing actions, except with
respect to directing the time, method and place of conducting a proceeding for a
remedy, the Trustees shall obtain an opinion of counsel experienced in such
matters to the effect that the Trust will not be classified as an association
taxable as a corporation for United States federal income tax purposes on
account of such action.

          If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or interest on the Debentures on the due date (or in the
case of redemption, on the redemption date), then a Holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to
such Holder of the principal of or interest on a Like Amount of Debentures (a
"Direct Action") on or after the respective due date specified in the
Debentures, and the amount of the payment will be based on the Holder's pro rata
share of the amount due and owing on all Preferred Securities. In connection
with such Direct Action, the Common Securities Holder will be subrogated to the
rights of such Holder of Preferred Securities to the extent of any payment made

                                       I-8
<Page>

by the Debenture Issuer to such Holder of Preferred Securities in such Direct
Action. Except as provided in the second preceding sentence, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

          Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent and without prior notice. The Administrative
Trustees will cause a notice of any meeting at which Holders of Preferred
Securities are entitled to vote, to be mailed to each Holder of record of
Preferred Securities. Each such notice will include a statement setting forth
(i) the date of such meeting, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote and (iii)
instructions for the delivery of proxies.

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

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

     6.   VOTING RIGHTS - COMMON SECURITIES.

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

          (b)  Unless an Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by the holder of the Common Securities.
If an Event of Default has occurred and is continuing, the Property Trustee and
the Delaware Trustee may be removed at such time by the holders of a Majority in
liquidation amount of the outstanding Preferred Securities. In no event will the
holders of the Preferred Securities have the right to vote to appoint, remove or
replace, or increase or decrease the number of, the Administrative Trustees,
which voting rights are vested exclusively in the Holder of the Common
Securities. No resignation or removal of a Trustee and no appointment of a
successor trustee shall be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the Declaration.

          (c)  So long as any Debentures are held by the Property Trustee,
subject to Section 2.6 of the Declaration and only after any Event of Default
with respect to the Preferred Securities has been cured, waived or otherwise
eliminated, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on such Debenture Trustee with respect to
the

                                       I-9
<Page>

Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in liquidation amount
of all outstanding Common Securities; PROVIDED, HOWEVER, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Common Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Common Securities except by subsequent vote of such Holders. Subject to
Section 2.7 of the Declaration, the Property Trustee shall notify each Holder of
Common Securities of any notice of default with respect to the Debentures. In
addition to obtaining the foregoing approvals of such Holders of the Common
Securities, prior to taking any of the foregoing actions, the Trustees shall
obtain an opinion of counsel experienced in such matters to the effect that the
Trust will not be classified as an association taxable as a corporation for
United States federal income tax purposes on account of such action.

          If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or interest on the Debentures on the due date (or in the
case of redemption, on the redemption date), then a Holder of Common Securities
may institute a Direct Action for enforcement of payment to such Holder of the
principal of or interest on a Like Amount of Debentures on or after the
respective due date specified in the Debentures. In connection with Direct
Action, the rights of the Common Securities Holder will be subordinated to the
rights of such Holder of Preferred Securities to the extent of any payment made
by the Debenture Issuer to such Holder of Common Securities in such Direct
Action. Except as provided in the second preceding sentence, the Holders of
Common Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

          Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent without prior notice. The Administrative Trustees will cause a
notice of any meeting at which Holders of Common Securities are entitled to vote
to be mailed to each Holder of record of Common Securities. Each such notice
will include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.

          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.

                                      I-10
<Page>

     7.   AMENDMENTS TO DECLARATION AND INDENTURE.

          In addition to the requirements set out in Section 12.1 of the
Declaration, the Declaration may be amended from time to time by the Sponsor,
the Property Trustee and the Administrative Trustees, without the consent of the
Holders (i) to cure any ambiguity, correct or supplement any provisions in the
Declaration that may be inconsistent with any other provisions, or to make any
other provisions with respect to matters or questions arising under the
Declaration which shall not be inconsistent with the other provisions of the
Declaration or (ii) to modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that the Trust will
be classified for United States federal income tax purposes as a grantor trust
at all times that any Securities are outstanding or to ensure that the Trust
will not be required to register as an "Investment Company" under the Investment
Company Act PROVIDED, HOWEVER, that in each case such action shall not adversely
affect the interests of any Holder. Any amendments of the Declaration pursuant
to the immediately preceding sentence shall become effective when notice thereof
is given to the Holders. Under the circumstances referred to in Section 12.1(c)
of the Declaration, the Declaration also may be amended by the Trustees and the
Sponsor with (i) the consent of Holders representing a Majority in liquidation
amount of all outstanding Securities, and (ii) receipt by the Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to the Trustees in accordance with such amendment will not affect
the Trust's status as a grantor trust for United States federal income tax
purposes or the Trust's exemption from status as an Investment Company under the
Investment Company Act, PROVIDED THAT, without the consent of each Holder of
Trust Securities, the Declaration may not be amended to (i) change the amount or
timing of any Distribution on the Trust Securities or otherwise adversely affect
the amount of any Distribution required to be made in respect of the Trust
Securities as of a specified date or (ii) restrict the right of a Holder of
Trust Securities to institute suit for the enforcement of any such payment on or
after such date.

     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
according to the aggregate liquidation amount of the Securities held by the
relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding. In any such
proration, the Property Trustee on behalf of the Trust may make such adjustments
as may be appropriate in order that only securities in authorized denominations
shall be redeemed.

                                      I-11
<Page>

     9.   RANKING.

          The Preferred Securities rank PARI PASSU with the Common Securities
and payment thereon shall be made Pro Rata with the Common Securities, except
that, if an Event of Default under the Declaration occurs and is continuing, no
payments in respect of Distributions on, or payments upon liquidation,
redemption or otherwise with respect to, the Common Securities shall be made
until the Holders of the Preferred Securities shall be paid in full the
Distributions, Redemption Price, Liquidation Distribution and other payments to
which they are entitled at such time.

     10.  ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE.

          Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

     11.  NO PREEMPTIVE RIGHTS.

          The Holders shall have no preemptive or similar rights to subscribe
for any additional securities in the Trust. The issuance of the Securities is
not subject to any preemptive or similar rights.

     12.  MISCELLANEOUS.

          These terms constitute a part of the Declaration.

          The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee, the Common Securities Guarantee (as may be appropriate)
and the Indenture (including any supplemental indenture) to a Holder without
charge upon written request to the Sponsor at its principal place of business.

                                      I-12
<Page>

                                   EXHIBIT A-1

          FORM OF ____% CUMULATIVE TRUST PREFERRED SECURITY CERTIFICATE

                               [FACE OF SECURITY]

[IF ISSUED AS A GLOBAL PREFERRED SECURITY INSERT:


     THIS SECURITY IS A GLOBAL PREFERRED SECURITY WITHIN THE MEANING OF THE
DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY.

     UNLESS THIS PREFERRED SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE TRUST OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSONS IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                                      A1-1
<Page>

Number of
Preferred Securities: ________                              CUSIP NO. __________

       Certificate Evidencing _____% Cumulative Trust Preferred Securities

                                       of

                             Coastal Capital Trust I

                   ____% Cumulative Trust Preferred Securities
                 (liquidation amount $25 per Preferred Security)

          Coastal Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co.
(the "Holder") is the registered owner of ________ Preferred Securities (as
defined below) ($________ in aggregate liquidation amount of Preferred
Securities) of the Trust representing undivided beneficial interests in the
assets of the Trust designated the ___% Cumulative Trust Preferred Securities
(liquidation amount $25 per Preferred Security) (the "Preferred Securities").
Subject to the Declaration (as defined below), the Preferred 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 designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of ________, 2002, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms used
but not defined herein shall have the meaning given them in the Declaration. The
Sponsor will provide a copy of the Declaration, the Preferred Securities
Guarantee, the Common Securities Guarantee (as may be appropriate), and the
Indenture (including any supplemental indenture) to a Holder without charge upon
written request to the Sponsor at its principal place of business.

          Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits of
the Preferred Securities Guarantee to the extent provided therein.

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

          This Certificate shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to principles of conflict of
laws.

                                      A1-2
<Page>

          IN WITNESS WHEREOF, the Trust has duly executed this certificate this
___ day of _________, 2002.

                                            COASTAL CAPITAL TRUST I

                                            By:
                                                 ----------------------------
                                                 Catherine N. Wylie
                                                 Administrative Trustee

          PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                            THE BANK OF NEW YORK
                                            as Property Trustee

Dated: __________, 2002

                                            By:
                                                 ----------------------------
                                                 Authorized Signatory

                                      A1-3
<Page>

                          [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Preferred Security will be fixed at a
rate per annum of ____% (the "Coupon Rate") of the liquidation amount of $25 per
Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one quarterly period will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Property Trustee and to the extent the Property Trustee has funds on
hand legally available therefor.

          Distributions on the Preferred Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or
duly provided for, if no Distributions have been paid or duly provided for, from
_________ __, 2002 and will be payable quarterly in arrears, on the last day of
March, June, September and December of each year, commencing on September 30,
2002, except as otherwise described below. Distributions will be computed on the
basis of a 360-day year consisting of twelve 30-day months and, for any period
less than a full calendar quarter, the number of days elapsed in such 90-day
quarter based on 30-day months. As long as no Event of Default has occurred and
is continuing under the Indenture, the Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment period
at any time and from time to time on the Debentures for a period not exceeding
20 consecutive calendar quarterly periods, including the first such quarterly
period during such extension period (each an "Extension Period"), PROVIDED THAT
no Extension Period shall end on a date other than an Interest Payment Date for
the Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions also will be deferred. Despite such
deferral, quarterly Distributions will continue to accumulate with interest
thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly during any such Extension Period. Prior to the termination
of any such Extension Period, the Debenture Issuer may further defer payments of
interest by further extending such Extension Period; PROVIDED THAT such further
deferment shall only be permitted to the extent that such Extension Period,
together with all extensions occurring both before and after such deferment,
does not exceed 20 consecutive quarterly periods, including the first quarterly
period during such Extension Period, end on a date other than an Interest
Payment Date for the Debentures or extend beyond the Maturity Date of the
Debentures. Payments of accumulated Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

          Subject to the receipt of any required regulatory approval and to
certain other conditions set forth in the Declaration and the Indenture, the
Property Trustee may, at the direction of the Sponsor, at any time dissolve the
Trust and cause the Debentures to be distributed to the holders of the
Securities in liquidation of the Trust or, simultaneous with any

                                      A1-4
<Page>

redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.

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

                                   ----------

                                   ASSIGNMENT

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

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

___________________________________________________________ agent to this
Preferred 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 Preferred Security
Certificate)

Signature Guarantee*:
                      -----------------------------

-----------
*    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 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
     Registrar in addition to, or in substitution for, STAMP, all in accordance
     with the Securities Exchange Act of 1934, as amended.

                                      A1-5
<Page>

                                  Schedule A***

          The initial number of Preferred Securities evidenced by the
Certificate to which this Schedule is attached is _______ (having an aggregate
liquidation amount of $______). The notations in the following table evidence
decreases and increases in the number of Preferred Securities evidenced by such
Certificate.

<Table>
<Caption>
                                                   Number of Preferred
   Decrease in Number    Increase in Number of     Securities Remaining
      of Preferred            Preferred            after such Decrease     Notation by
       Securities             Securities              or Increase           Registrar
------------------------------------------------------------------------------------------
<S>                      <C>                       <C>                     <C>

</Table>

*  Append to Global Preferred Securities only.

                                      A1-6
<Page>

                                   EXHIBIT A-2

                      [FORM OF COMMON SECURITY CERTIFICATE]

          THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS COMMON 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, REGISTRATION.

          THE HOLDER OF THIS COMMON SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS COMMON SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH COASTAL BANCORP, INC.
(THE "COMPANY") OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) SO LONG AS THIS COMMON SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS COMMON 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 (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii)
PURSUANT TO CLAUSE (D), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE REVERSE OF THIS COMMON SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEREE TO THE TRUST. SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS COMMON SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.

                                      A2-1
<Page>

          THIS COMMON SECURITY IS NOT TRANSFERABLE EXCEPT AS SET FORTH IN
SECTION 9.1(c) OF THE AMENDED AND RESTATED DECLARATION OF TRUST OF COASTAL
CAPITAL TRUST I, DATED AS OF ________ ___, 2002. AS THE SAME MAY BE AMENDED FROM
TIME TO TIME.

                                      A2-2
<Page>

Certificate No. 1

                    Certificate Evidencing Common Securities

                                       of

                             Coastal Capital Trust I

                             ____% Common Securities
                  (liquidation amount $25 per Common Security)

          Coastal Capital Trust I, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that Coastal
Bancorp, Inc. (the "Holder") is the registered owner of ______ common securities
of the Trust representing undivided beneficial interests in the assets of the
Trust designated the ____% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Subject to the limitations in Section
9.1(c) of the Declaration (as defined below), the Common 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 designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of ____________,
2002, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Common Securities as set forth in
Annex I to the Declaration. Capitalized terms used but not defined herein shall
have the meaning given them in the Declaration. The Sponsor will provide a copy
of the Declaration, the Common Securities Guarantee, the Preferred Securities
Guarantee (as may be appropriate) and the Indenture (including any supplemental
indenture) to a Holder without charge upon written request to the Sponsor at its
principal place of business.

          Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits of
the Common Securities Guarantee to the extent provided therein.

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

          This Certificate shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to principles of conflicts of
laws.

                                      A2-3
<Page>

          IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of __________, 2002.

                                                COASTAL CAPITAL TRUST I

                                                By:
                                                    --------------------------
                                                    Catherine N. Wylie
                                                    Administrative Trustee

                                      A2-4
<Page>

                          [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Common Security will be fixed at a rate
per annum of _____% (the "Coupon Rate") of the liquidation amount of $25 per
Common Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. Distributions in arrears for more than one
quarterly period will bear interest thereon compounded quarterly at the Coupon
Rate (to the extent permitted by applicable law). A Distribution is payable only
to the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds available
therefor.

          Distributions on the Common Securities will be cumulative, will accrue
from the most recent date to which Distributions have been paid or duly provided
for or, if no Distributions have been paid or duly provided for, from
____________, 2002 and will be payable quarterly in arrears, on the last day of
March, June, September and December of each year, commencing on September 30,
2002, except as otherwise described below. Distributions will be computed on the
basis of a 360-day year consisting of twelve 30-day months and, for any period
less than a full calendar quarter, the number of days elapsed in such 90-day
quarter based on 30-day months. As long as no Event of Default has occurred and
is continuing under the Indenture, the Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment period
at any time and from time to time on the Debentures for a period not exceeding
20 consecutive calendar quarterly periods, including the first such quarterly
period during such extension period (each an "Extension Period"), PROVIDED THAT
no Extension Period shall end on a date other than an Interest Payment Date for
the Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions also will be deferred. Despite such
deferral, Distributions will continue to accumulate with interest thereon (to
the extent permitted by applicable law) at the Coupon Rate compounded quarterly
during any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; PROVIDED THAT such further deferment shall only
be permitted to the extent that such Extension Period, together with all
extensions occurring both before and after such deferment, does not exceed 20
consecutive quarterly periods, including the first quarterly period during such
Extension Period, or end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. Payments of
accrued Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

          Subject to the receipt of any required regulatory approval and to
certain other conditions set forth in the Declaration and the Indenture, the
Property Trustee may, at the direction of the Sponsor, at any time dissolve the
Trust and cause the Debentures to be distributed to the holders to the
Securities in liquidation of the Trust or, simultaneous with any redemption of
the Debentures, cause a Like Amount of the Securities to be redeemed by the
Trust.

                                      A2-5
<Page>

          Under certain circumstances, the right of the holders of the Common
Securities shall be subordinate to the rights of the holders of the Preferred
Securities (as defined in the Declaration), as provided in the Declaration.

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

                                   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)

                                      A2-6
<Page>

                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE

                                       B-1
<Page>

                                    EXHIBIT C

                             UNDERWRITING AGREEMENT

                                       C-1