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


                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  by and among

                            WILMINGTON TRUST COMPANY,
                              as Delaware Trustee,

                            WILMINGTON TRUST COMPANY,
                            as Institutional Trustee,

                           SCBT FINANCIAL CORPORATION,
                                   as Sponsor,

                                       and

                    RICHARD C. MATHIS, VERONICA H. BAILEY and
                                  JOE E. BURNS,
                               as Administrators,

                            Dated as of April 7, 2005


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





<PAGE>




<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------                                                                Page
                                                                                                                 ----

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

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

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

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

ARTICLE V DISTRIBUTIONS..........................................................................................24
         Section 5.1.      Distributions.........................................................................24

ARTICLE VI ISSUANCE OF SECURITIES................................................................................24
         Section 6.1.      General Provisions Regarding Securities...............................................24
         Section 6.2.      Paying Agent, Transfer Agent and Registrar............................................25
         Section 6.3.      Form and Dating.......................................................................25
         Section 6.4.      Mutilated, Destroyed, Lost or Stolen Certificates.....................................25
         Section 6.5.      Temporary Securities..................................................................26



                                       i
<PAGE>

         Section 6.6.      Cancellation..........................................................................26
         Section 6.7.      Rights of Holders; Waivers of Past Defaults...........................................26

ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST.................................................................28
         Section 7.1.      Dissolution and Termination of Trust..................................................28

ARTICLE VIII TRANSFER OF INTERESTS...............................................................................28
         Section 8.1.      General...............................................................................28
         Section 8.2.      Transfer Procedures and Restrictions..................................................29
         Section 8.3.      Deemed Security Holders...............................................................31

ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS.....................31
         Section 9.1.      Liability.............................................................................31
         Section 9.2.      Exculpation...........................................................................32
         Section 9.3.      Fiduciary Duty........................................................................32
         Section 9.4.      Indemnification.......................................................................33
         Section 9.5.      Outside Businesses....................................................................35
         Section 9.6.      Compensation; Fee.....................................................................35

ARTICLE X ACCOUNTING.............................................................................................35
         Section 10.1.     Fiscal Year...........................................................................35
         Section 10.2.     Certain Accounting Matters............................................................35
         Section 10.3.     Banking...............................................................................36
         Section 10.4.     Withholding...........................................................................36

ARTICLE XI AMENDMENTS AND MEETINGS...............................................................................36
         Section 11.1.     Amendments............................................................................36
         Section 11.2.     Meetings of the Holders of Securities; Action by Written Consent......................38

ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE....................................39
         Section 12.1.     Representations and Warranties of Institutional Trustee...............................39
         Section 12.2.     Representations of the Delaware Trustee...............................................39

ARTICLE XIII MISCELLANEOUS.......................................................................................40
         Section 13.1.     Notices...............................................................................40
         Section 13.2.     Governing Law.........................................................................41
         Section 13.3.     Intention of the Parties..............................................................41
         Section 13.4.     Headings..............................................................................41
         Section 13.5.     Successors and Assigns................................................................42
         Section 13.6.     Partial Enforceability................................................................42
         Section 13.7.     Counterparts..........................................................................42


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



                                       ii
<PAGE>




                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                              SCBT CAPITAL TRUST II

                                  April 7, 2005

     AMENDED  AND  RESTATED  DECLARATION  OF  TRUST  ("Declaration")  dated  and
effective  as of April  7,  2005,  by the  Trustees  (as  defined  herein),  the
Administrators  (as defined herein),  the Sponsor (as defined herein) and by the
holders,  from time to time, of undivided  beneficial interests in the Trust (as
defined herein) to be issued pursuant to this Declaration;

     WHEREAS, the Trustees,  the Administrators and the Sponsor established SCBT
Capital Trust II (the "Trust"),  a statutory trust under the Statutory Trust Act
(as defined herein) pursuant to a Declaration of Trust dated as of April 1, 2005
(the  "Original  Declaration"),  and a  Certificate  of  Trust  filed  with  the
Secretary  of State of the  State of  Delaware  on April 1,  2005,  for the sole
purpose  of  issuing  and  selling  certain  securities  representing  undivided
beneficial  interests  in the  assets of the Trust and  investing  the  proceeds
thereof in certain debentures of the Debenture Issuer (as defined herein);

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

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

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

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

     Section 1.1. Definitions.

     Unless the context otherwise requires:

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

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

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

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


                                       1
<PAGE>


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

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

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

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

     "Administrators"  means each of Richard C.  Mathis,  Veronica H. Bailey and
Joe E. Burns,  solely in such Person's  capacity as  Administrator  of the Trust
created and continued hereunder and not in such Person's individual capacity, or
such  Administrator's  successor in interest in such capacity,  or any successor
appointed as herein provided.

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

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

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

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

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

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

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

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

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

     "Certificate" means any certificate evidencing Securities.

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

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

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


                                       2
<PAGE>

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

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

     "Comparable  Treasury Issue" has the meaning set forth in paragraph 4(a) of
Annex I.

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

     "Corporate Trust Office" means the office of the  Institutional  Trustee at
which the corporate  trust business of the  Institutional  Trustee shall, at any
particular  time,  be  principally  administered,  which  office  at the date of
execution of this  Declaration  is located at Rodney  Square  North,  1100 North
Market  Street,   Wilmington,   Delaware   19890-1600,   Attn:  Corporate  Trust
Administration.

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

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

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

     "Debenture  Issuer"  means SCBT  Financial  Corporation,  a South  Carolina
corporation, in its capacity as issuer of the Debentures under the Indenture.

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

     "Debentures" means the Fixed/Floating Rate Junior  Subordinated  Deferrable
Interest  Debentures  due 2035 to be issued by the  Debenture  Issuer  under the
Indenture.

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

     "Delaware Trustee" has the meaning set forth in Section 4.2.

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

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

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

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

     "Distribution  Period" means (i) with respect to the  Distribution  paid on
the first Distribution Payment Date, the period beginning on (and including) the
date of original issuance and ending on (but excluding) the Distribution Payment
Date in June 2005 and (ii)  thereafter,  with respect to a Distribution  paid on
each  successive  Distribution  Payment  Date,  the  period  beginning  on  (and
including) the preceding Distribution Payment Date and ending on (but excluding)
such current Distribution Payment Date.


                                       3
<PAGE>


     "Distribution  Rate" means, for the  Distribution  Period beginning on (and
including)  the date of  original  issuance  and ending on (but  excluding)  the
Distribution  Payment  Date in June 2010,  the rate per annum of 6.37%,  and for
each Distribution Period beginning on or after the Distribution  Payment Date in
June 2010, the Coupon Rate for such Distribution Period.

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

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

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

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

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

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

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

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

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

     "Fixed Rate Period  Remaining  Life" has the meaning set forth in paragraph
4(a) of Annex I.

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

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

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

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


                                       4
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       5
<PAGE>

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

     "Primary  Treasury  Dealer" has the meaning set forth in paragraph  4(a) of
Annex I.

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

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

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

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

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

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

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

     "Reference  Treasury Dealer" has the meaning set forth in paragraph 4(a) of
Annex I.

     "Reference  Treasury  Dealer  Quotations"  has the  meaning  set  forth  in
paragraph 4(a) of Annex I.

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

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

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

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

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

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

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

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

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

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

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


                                       6
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       7
<PAGE>

                                   ARTICLE II

                                  ORGANIZATION

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

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

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

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

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

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

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

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


                                       8
<PAGE>

               (A) the issuance and sale of the Securities;

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

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

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

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

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

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

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

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

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

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

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

               (A) the establishment of the Property Account;

               (B) the receipt of the Debentures;

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


                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

     (c) In connection with the issuance and sale of the Capital Securities, the
Sponsor shall have the right and responsibility to assist the Trust with respect


                                       10
<PAGE>

to, or effect on behalf of the Trust,  the  following  (and any actions taken by
the  Sponsor  in  furtherance  of the  following  prior  to  the  date  of  this
Declaration are hereby ratified and confirmed in all respects):

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

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

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

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

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

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

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

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

     (h)  If  the  Institutional  Trustee  or  any  Holder  has  instituted  any
proceeding  to  enforce  any right or remedy  under  this  Declaration  and such
proceeding  has been  discontinued  or  abandoned  for any  reason,  or has been
determined adversely to the Institutional Trustee or to such Holder, then and in
every such case the Sponsor,  the  Institutional  Trustee and the Holders shall,
subject to any  determination  in such  proceeding,  be restored  severally  and
respectively to their former positions hereunder,  and thereafter all rights and


                                       11
<PAGE>

remedies of the  Institutional  Trustee and the Holders shall continue as though
no such proceeding had been instituted.

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

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

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

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

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

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

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

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

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

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

     Section 2.8. Powers and Duties of the Institutional Trustee.

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

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

     (c) The Institutional Trustee shall:

          (i)  establish  and maintain a segregated  non-interest  bearing trust
          account  (the  "Property  Account")  in  the  name  of and  under  the


                                       12
<PAGE>

          exclusive control of the Institutional  Trustee, and maintained in the
          Institutional Trustee's trust department,  on behalf of the Holders of
          the  Securities  and,  upon the  receipt of  payments of funds made in
          respect of the Debentures held by the Institutional  Trustee,  deposit
          such funds into the Property  Account and make payments,  or cause the
          Paying  Agent  to  make  payments,  to  the  Holders  of  the  Capital
          Securities  and  Holders of the Common  Securities  from the  Property
          Account in accordance with Section 5.1. Funds in the Property  Account
          shall be held  uninvested  until  disbursed  in  accordance  with this
          Declaration;

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

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

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

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

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

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

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

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


                                       13
<PAGE>

     Section  2.9.  Certain  Duties and  Responsibilities  of the  Trustees  and
Administrators.

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

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

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

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

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

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


                                       14
<PAGE>

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

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

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

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

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

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

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

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

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


                                       15
<PAGE>

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

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

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

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

     (j) whenever in the  administration  of this Declaration the  Institutional
Trustee  shall  deem it  desirable  to  receive  instructions  with  respect  to
enforcing  any  remedy  or  right or  taking  any  other  action  hereunder  the
Institutional  Trustee  (i) may  request  instructions  from the  Holders of the
Capital  Securities  which  instructions may only be given by the Holders of the
same  proportion  in  liquidation  amount of the Capital  Securities as would be
entitled  to direct the  Institutional  Trustee  under the terms of the  Capital
Securities  in respect of such  remedy,  right or action,  (ii) may refrain from
enforcing  such  remedy  or  right  or  taking  such  other  action  until  such
instructions  are  received,  and (iii)  shall be fully  protected  in acting in
accordance with such instructions;

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

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

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


                                       16
<PAGE>

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

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

     Section 2.11. Delaware Trustee. Notwithstanding any other provision of this
Declaration  other than Section 4.1, the Delaware  Trustee shall not be entitled
to exercise any powers,  nor shall the  Delaware  Trustee have any of the duties
and  responsibilities of any of the Trustees or the Administrators  described in
this  Declaration  (except as may be required  under the  Statutory  Trust Act).
Except as set forth in Section 4.1, the Delaware  Trustee shall be a Trustee for
the sole and limited  purpose of fulfilling the  requirements of ss. 3807 of the
Statutory Trust Act.

     Section  2.12.  Execution of  Documents.  Unless  otherwise  determined  in
writing by the Institutional  Trustee,  and except as otherwise  required by the
Statutory  Trust  Act,  the  Institutional  Trustee,  or any  one or more of the
Administrators,  as the case may be, is  authorized  to execute on behalf of the
Trust any documents that the Trustees or the Administrators, as the case may be,
have the power and authority to execute pursuant to Section 2.6.

     Section 2.13. Not Responsible  for Recitals or Issuance of Securities.  The
recitals  contained in this Declaration and the Securities shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their  correctness.  The  Trustees  make no  representations  as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations  as to the  validity or  sufficiency  of this  Declaration,  the
Debentures or the Securities.

     Section  2.14.  Duration  of Trust.  The Trust,  unless  earlier  dissolved
pursuant to the  provisions of Article VII hereof,  shall be in existence for 35
years from the Closing Date.

     Section 2.15. Mergers.

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

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

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

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

                                       17
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

          (ix) prior to such merger, consolidation, amalgamation or replacement,
          the Institutional Trustee shall have received an Officers' Certificate
          of the  Administrators  and an opinion of counsel,  each to the effect
          that all  conditions  precedent  under  this  Section  2.15(b) to such
          transaction have been satisfied.

     (c) Notwithstanding  Section 2.15(b),  the Trust shall not, except with the
consent of Holders of 100% in aggregate  liquidation  amount of the  Securities,
consolidate,  amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to  consolidate,  amalgamate,  merge with or into, or
replace it if such  consolidation,  amalgamation,  merger or  replacement  would


                                       18
<PAGE>

cause the Trust or  Successor  Entity to be  classified  as other than a grantor
trust for United States federal income tax purposes.

                                  ARTICLE III

                                     SPONSOR

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

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

     (a) to determine the States in which to take appropriate  action to qualify
the  Trust  or to  qualify  or  register  for  sale  all or part of the  Capital
Securities  and to do any and all such acts,  other than  actions  which must be
taken by the Trust,  and advise the Trust of actions it must take,  and  prepare
for execution and filing any documents to be executed and filed by the Trust, as
the Sponsor deems  necessary or advisable in order to comply with the applicable
laws of any such States,  to protect the limited liability of the Holders of the
Capital  Securities  or to enable the Trust to effect the  purposes for which it
was created; and

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

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

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

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

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

     The Sponsor's  obligations  under this Section 3.3 shall be for the benefit
of, and shall be  enforceable  by, any Person to whom such  debts,  obligations,


                                       19
<PAGE>

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

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

                                   ARTICLE IV

                    INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

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

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

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

     Section 4.2. Delaware Trustee; Eligibility.

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

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

          (ii) if not a natural  person,  an entity which is organized under the
          laws of the  United  States or any state  thereof or the  District  of
          Columbia,  has  its  principal  place  of  business  in the  State  of
          Delaware,  and otherwise  meets the  requirements  of applicable  law,
          including ss. 3807 of the Statutory Trust Act.

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

     Section 4.3. Institutional Trustee; Eligibility.

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

          (i) not be an Affiliate of the Sponsor;

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

          (iii) be a banking  corporation  or trust company  organized and doing
          business  under the laws of the United  States of America or any state
          thereof or the  District of  Columbia,  authorized  under such laws to
          exercise corporate trust powers, having a combined capital and surplus
          of at least 50 million U.S. dollars  ($50,000,000.00),  and subject to
          supervision or examination by Federal,  state, or District of Columbia
          authority. If such corporation publishes reports of condition at least


                                       20
<PAGE>

          annually, pursuant to law or to the requirements of the supervising or
          examining  authority  referred to above, then for the purposes of this
          Section  4.3(a)(iii),   the  combined  capital  and  surplus  of  such
          corporation  shall be deemed to be its combined capital and surplus as
          set forth in its most recent report of condition so published.

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

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

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

     Section 4.4. Administrators.  Each Administrator shall be a U.S. Person, 21
years  of age  or  older  and  authorized  to  bind  the  Sponsor.  The  initial
Administrators shall be Richard C. Mathis,  Veronica H. Bailey and Joe E. Burns.
There  shall  at all  times  be at  least  one  Administrator.  Except  where  a
requirement for action by a specific number of  Administrators  is expressly set
forth in this  Declaration  and except with  respect to any action the taking of
which is the subject of a meeting of the Administrators,  any action required or
permitted  to be taken by the  Administrators  may be taken by, and any power of
the  Administrators  may be  exercised  by, or with the consent of, any one such
Administrator.

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

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

     (b) Subject to Section 4.5(a), a Relevant Trustee may resign at any time by
giving written notice thereof to the Holders of the Securities and by appointing
a successor Relevant Trustee. Upon the resignation of the Institutional Trustee,
the Institutional  Trustee shall appoint a successor by requesting from at least
three Persons meeting the eligibility requirements their expenses and charges to
serve  as  the  successor  Institutional  Trustee  on a  form  provided  by  the
Administrators,  and selecting  the Person who agrees to the lowest  expense and
charges (the "Successor Institutional Trustee"). If the instrument of acceptance
by the successor  Relevant  Trustee  required by this Section 4.5 shall not have
been  delivered to the Relevant  Trustee within 60 days after the giving of such
notice of  resignation  or delivery of the  instrument of removal,  the Relevant
Trustee  may  petition,  at the  expense of the  Trust,  any  federal,  state or
District of Columbia court of competent  jurisdiction  for the  appointment of a
successor  Relevant  Trustee.  Such court may thereupon,  after prescribing such
notice,  if  any,  as it may  deem  proper,  appoint  a  Relevant  Trustee.  The
Institutional  Trustee  shall  have  no  liability  for  the  selection  of such
successor pursuant to this Section 4.5.

     (c) Unless an Event of Default shall have occurred and be  continuing,  any
Trustee  may be  removed at any time by an act of the  Holders of a Majority  in
liquidation amount of the Common Securities. If any Trustee shall be so removed,
the  Holders of the Common  Securities,  by act of the  Holders of a Majority in
liquidation  amount of the Common Securities  delivered to the Relevant Trustee,
shall promptly appoint a successor Relevant Trustee,  and such successor Trustee
shall comply with the applicable  requirements  of this Section 4.5. If an Event
of Default shall have occurred and be continuing,  the Institutional  Trustee or
the Delaware Trustee,  or both of them, may be removed by the act of the Holders
of a Majority in liquidation amount of the Capital Securities,  delivered to the


                                       21
<PAGE>

Relevant Trustee (in its individual capacity and on behalf of the Trust). If any
Trustee shall be so removed,  the Holders of Capital  Securities,  by act of the
Holders of a Majority  in  liquidation  amount of the  Capital  Securities  then
outstanding  delivered  to  the  Relevant  Trustee,  shall  promptly  appoint  a
successor Relevant Trustee or Trustees,  and such successor Trustee shall comply
with the applicable  requirements of this Section 4.5. If no successor  Relevant
Trustee shall have been so appointed by the Holders of a Majority in liquidation
amount of the Capital Securities and accepted appointment in the manner required
by this Section 4.5 within 30 days after  delivery of an  instrument of removal,
the Relevant  Trustee or any Holder who has been a Holder of the  Securities for
at least six months may, on behalf of himself and all others similarly situated,
petition  any  federal,  state  or  District  of  Columbia  court  of  competent
jurisdiction for the appointment of a successor Relevant Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a successor Relevant Trustee or Trustees.

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

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

     (f) In case of the appointment  hereunder of a successor  Relevant Trustee,
the retiring  Relevant Trustee and each successor  Relevant Trustee with respect
to the  Securities  shall execute and deliver an amendment  hereto  wherein each
successor  Relevant  Trustee shall accept such  appointment  and which (a) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm  to, and to vest in,  each  successor  Relevant  Trustee all the rights,
powers,  trusts and duties of the retiring  Relevant Trustee with respect to the
Securities and the Trust and (b) shall add to or change any of the provisions of
this  Declaration  as  shall be  necessary  to  provide  for or  facilitate  the
administration  of the  Trust  by more  than  one  Relevant  Trustee,  it  being
understood  that  nothing  herein or in such  amendment  shall  constitute  such
Relevant  Trustees  co-trustees  and upon the  execution  and  delivery  of such
amendment  the  resignation  or removal of the retiring  Relevant  Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee,  without any further act, deed or conveyance,  shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on  request  of the  Trust or any  successor  Relevant  Trustee,  such  retiring
Relevant  Trustee  shall duly  assign,  transfer  and deliver to such  successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Securities and the Trust
subject to the payment of all unpaid  fees,  expenses  and  indemnities  of such
retiring Relevant Trustee.

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

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

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


                                       22
<PAGE>

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

     Section  4.7.  Effect of  Vacancies.  The death,  resignation,  retirement,
removal,  bankruptcy,  dissolution,  liquidation,  incompetence or incapacity to
perform the duties of a Trustee  shall not  operate to  dissolve,  terminate  or
annul the Trust or terminate this Declaration.  Whenever a vacancy in the number
of Trustees  shall occur,  until such vacancy is filled by the  appointment of a
Trustee in accordance with Section 4.5, the Institutional Trustee shall have all
the powers  granted to the Trustees and shall  discharge all the duties  imposed
upon the Trustees by this Declaration.

     Section 4.8. Meetings of the Trustees and the  Administrators.  Meetings of
the  Administrators  shall  be  held  from  time  to time  upon  the  call of an
Administrator.  Regular meetings of the  Administrators may be held in person in
the United States or by telephone,  at a place (if applicable) and time fixed by
resolution  of the  Administrators.  Notice  of any  in-person  meetings  of the
Trustees with the Administrators or meetings of the Administrators shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 48 hours before such meeting. Notice of
any telephonic  meetings of the Trustees with the  Administrators or meetings of
the Administrators or any committee thereof shall be hand delivered or otherwise
delivered  in writing  (including  by  facsimile,  with a hard copy by overnight
courier) not less than 24 hours before a meeting.  Notices shall contain a brief
statement  of the time,  place and  anticipated  purposes  of the  meeting.  The
presence  (whether in person or by telephone) of a Trustee or an  Administrator,
as the case may be, at a  meeting  shall  constitute  a waiver of notice of such
meeting  except  where  the  Trustee  or an  Administrator,  as the case may be,
attends a meeting for the express purpose of objecting to the transaction of any
activity  on the  grounds  that the  meeting  has not been  lawfully  called  or
convened.  Unless  provided  otherwise  in this  Declaration,  any action of the
Trustees or the Administrators, as the case may be, may be taken at a meeting by
vote of a majority of the  Trustees or the  Administrators  present  (whether in
person or by  telephone)  and  eligible  to vote with  respect  to such  matter,
provided that a Quorum is present, or without a meeting by the unanimous written
consent of the Trustees or the Administrators.  Meetings of the Trustees and the
Administrators  together  shall be held  from  time to time upon the call of any
Trustee or an Administrator.

     Section 4.9. Delegation of Power.

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

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

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


                                       23
<PAGE>

shall be  otherwise  qualified  and eligible  under this Article and,  provided,
further,  that such Person shall file an amendment to the  Certificate  of Trust
with the Secretary of State of the State of Delaware as  contemplated in Section
4.5(i).

                                    ARTICLE V

                                  DISTRIBUTIONS

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

                                   ARTICLE VI

                             ISSUANCE OF SECURITIES

     Section 6.1. General Provisions Regarding Securities.

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

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

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

                                       24
<PAGE>

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

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

     Section 6.2.  Paying Agent,  Transfer Agent and Registrar.  The Trust shall
maintain  in  Wilmington,  Delaware,  an  office or  agency  where  the  Capital
Securities  may be  presented  for payment  ("Paying  Agent"),  and an office or
agency  where  Securities  may be  presented  for  registration  of  transfer or
exchange  (the  "Transfer  Agent").  The Trust shall keep or cause to be kept at
such  office or agency a register  for the  purpose of  registering  Securities,
transfers and exchanges of  Securities,  such register to be held by a registrar
(the  "Registrar").  The  Administrators  may  appoint  the  Paying  Agent,  the
Registrar and the Transfer Agent and may appoint one or more  additional  Paying
Agents or one or more  co-Registrars,  or one or more co-Transfer Agents in such
other  locations as it shall  determine.  The term "Paying  Agent"  includes any
additional paying agent, the term "Registrar"  includes any additional registrar
or co-Registrar and the term "Transfer  Agent" includes any additional  transfer
agent.  The  Administrators  may  change  any Paying  Agent,  Transfer  Agent or
Registrar at any time without  prior  notice to any Holder.  The  Administrators
shall  notify the  Institutional  Trustee of the name and  address of any Paying
Agent,  Transfer  Agent  and  Registrar  not a party  to this  Declaration.  The
Administrators  hereby  initially  appoint the  Institutional  Trustee to act as
Paying Agent,  Transfer  Agent and Registrar for the Capital  Securities and the
Common  Securities.  The  Institutional  Trustee or any of its Affiliates in the
United States may act as Paying Agent, Transfer Agent or Registrar.

     Section 6.3. Form and Dating.  The Capital Securities and the Institutional
Trustee's  certificate of  authentication  thereon shall be substantially in the
form of Exhibit A-1, and the Common  Securities  shall be  substantially  in the
form of Exhibit A-2, each of which is hereby  incorporated in and expressly made
a part of this Declaration.  Certificates may be typed, printed, lithographed or
engraved or may be produced in any other manner as is  reasonably  acceptable to
the Administrators,  as conclusively  evidenced by their execution thereof.  The
Securities may have letters, numbers, notations or other marks of identification
or designation and such legends or endorsements  required by law, stock exchange
rule,  agreements to which the Trust is subject if any, or usage  (provided that
any  such  notation,  legend  or  endorsement  is in a  form  acceptable  to the
Sponsor).  The Trust at the  direction  of the  Sponsor  shall  furnish any such
legend not  contained  in Exhibit A-1 to the  Institutional  Trustee in writing.
Each   Capital   Security   shall  be  dated  on  or  before  the  date  of  its
authentication.  The terms and provisions of the Securities set forth in Annex I
and the forms of  Securities  set forth in Exhibits  A-1 and A-2 are part of the
terms  of this  Declaration  and to the  extent  applicable,  the  Institutional
Trustee,  the Delaware Trustee,  the  Administrators  and the Sponsor,  by their
execution and delivery of this  Declaration,  expressly  agree to such terms and
provisions and to be bound thereby.  Capital  Securities  will be issued only in
blocks having a stated  liquidation  amount of not less than $100,000.00 and any
multiple of $1,000.00 in excess thereof.

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

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

     If:

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


                                       25
<PAGE>

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

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

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

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

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

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

     (b) For so long as any Capital  Securities remain  outstanding,  if upon an
Indenture  Event of Default,  the Debenture  Trustee fails or the holders of not
less than 25% in principal amount of the outstanding  Debentures fail to declare
the principal of all of the  Debentures to be immediately  due and payable,  the
Holders of a Majority  in  liquidation  amount of the  Capital  Securities  then
outstanding shall have the right to make such declaration by a notice in writing
to the Institutional Trustee, the Sponsor and the Debenture Trustee.

     At any  time  after a  declaration  of  acceleration  with  respect  to the
Debentures  has been made and  before a judgment  or decree  for  payment of the
money  due has  been  obtained  by the  Debenture  Trustee  as  provided  in the
Indenture, if the Institutional Trustee, subject to the provisions hereof, fails
to annul any such declaration and waive such default,  the Holders of a Majority
in  liquidation  amount of the  Capital  Securities,  by  written  notice to the
Institutional  Trustee,  the Sponsor and the Debenture Trustee,  may rescind and
annul such declaration and its consequences if:


                                       26
<PAGE>

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

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

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

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

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

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

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

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

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


                                       27
<PAGE>

                                  ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

     Section 7.1. Dissolution and Termination of Trust.

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

          (i) unless earlier dissolved,  on June 15, 2040, the expiration of the
          term of the Trust;

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

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

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

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

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

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

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

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

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

     Section 8.1. General.

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


                                       28
<PAGE>

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

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

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

     (e) The Trust shall not be required (i) to issue, register the transfer of,
or exchange any Securities  during a period beginning at the opening of business
fifteen days before the day of any selection of Securities  for  redemption  and
ending at the  close of  business  on the  earliest  date on which the  relevant
notice  of  redemption  is  deemed  to have  been  given to all  Holders  of the
Securities  to be redeemed,  or (ii) to register the transfer or exchange of any
Security so selected for  redemption in whole or in part,  except the unredeemed
portion of any Security being redeemed in part.

     Section 8.2. Transfer Procedures and Restrictions.

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

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

          THIS SECURITY  HAS  NOT  BEEN REGISTERED  UNDER THE  SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE  SECURITIES  LAWS OR ANY
     OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR  ANY INTEREST OR

                                       29
<PAGE>

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

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

                                       30
<PAGE>

     HOLDING  THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE  BENEFIT PLAN WITHIN
     THE MEANING OF SECTION  3(3) OF ERISA,  OR A PLAN TO WHICH  SECTION 4975 OF
     THE CODE IS  APPLICABLE,  A TRUSTEE OR OTHER PERSON  ACTING ON BEHALF OF AN
     EMPLOYEE  BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY  USING THE
     ASSETS OF ANY EMPLOYEE  BENEFIT PLAN OR PLAN TO FINANCE SUCH  PURCHASE,  OR
     (ii) SUCH  PURCHASE  WILL NOT  RESULT  IN A  PROHIBITED  TRANSACTION  UNDER
     SECTION  406 OF ERISA OR  SECTION  4975 OF THE CODE FOR  WHICH  THERE IS NO
     APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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

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

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

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

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

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

                                   ARTICLE IX

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

     Section 9.1. Liability.

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

                                       31
<PAGE>


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

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

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

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

     Section 9.2. Exculpation.

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

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

     Section 9.3. Fiduciary Duty.

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

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

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

                                       32
<PAGE>

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

     Section 9.4. Indemnification.

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

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

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

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

     (e) To the fullest extent permitted by law, expenses (including  reasonable
attorneys' fees and expenses)  incurred by an Indemnified  Person in defending a
civil,  criminal,  administrative  or investigative  action,  suit or proceeding

                                       33
<PAGE>

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

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

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

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

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

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

                                       34
<PAGE>


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

     Section 9.6. Compensation; Fee. The Sponsor agrees:

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

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

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

     The  provisions  of this Section 9.6 shall survive the  dissolution  of the
Trust and the termination of this  Declaration and the removal or resignation of
any Trustee.

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

                                    ARTICLE X

                                   ACCOUNTING

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

     Section 10.2. Certain Accounting Matters.

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

                                       35
<PAGE>

shall be  maintained,  at the Sponsor's  expense,  in accordance  with generally
accepted accounting  principles,  consistently applied. The books of account and
the  records  of the  Trust  shall be  examined  by and  reported  upon  (either
separately or as part of the Sponsor's regularly prepared consolidated financial
report) as of the end of each Fiscal Year of the Trust by a firm of  independent
certified public accountants selected by the Administrators.

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

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

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

     Section 10.4.  Withholding.  The Institutional  Trustee or any Paying Agent
and the  Administrators  shall comply with all  withholding  requirements  under
United States  federal,  state and local law. The  Institutional  Trustee or any
Paying Agent shall request,  and each Holder shall provide to the  Institutional
Trustee or any Paying  Agent,  such forms or  certificates  as are  necessary to
establish  an exemption  from  withholding  with respect to the Holder,  and any
representations  and forms as shall reasonably be requested by the Institutional
Trustee or any Paying  Agent to assist it in  determining  the extent of, and in
fulfilling, its withholding obligations.  The Administrators shall file required
forms with applicable jurisdictions and, unless an exemption from withholding is
properly  established by a Holder,  shall remit amounts withheld with respect to
the Holder to  applicable  jurisdictions.  To the extent that the  Institutional
Trustee or any Paying  Agent is required to withhold and pay over any amounts to
any authority with respect to  distributions  or allocations to any Holder,  the
amount  withheld  shall be  deemed  to be a  Distribution  in the  amount of the
withholding to the Holder. In the event of any claimed overwithholding,  Holders
shall be limited to an action against the applicable jurisdiction. If the amount
required to be withheld was not withheld  from actual  Distributions  made,  the
Institutional Trustee or any Paying Agent may reduce subsequent Distributions by
the amount of such withholding.

                                   ARTICLE XI

                             AMENDMENTS AND MEETINGS

     Section 11.1. Amendments.

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

                                       36
<PAGE>

the amendment affects the rights, powers,  duties,  obligations or immunities of
the Delaware Trustee, by the Delaware Trustee.

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

          (i) the Institutional Trustee shall have first received

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

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

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

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

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

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

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

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

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

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

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

          (i) cure any ambiguity;

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

                                       37
<PAGE>


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

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

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

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

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

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

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

     (ii) each Holder of a Security  may  authorize  any Person to act for it by
     proxy on all  matters  in which a  Holder  of  Securities  is  entitled  to
     participate,  including  waiving  notice  of  any  meeting,  or  voting  or
     participating at a meeting. No proxy shall be valid after the expiration of
     11 months from the date  thereof  unless  otherwise  provided in the proxy.
     Every  proxy  shall be  revocable  at the  pleasure  of the  Holder  of the

                                       38
<PAGE>

     Securities  executing it. Except as otherwise  provided herein, all matters
     relating to the giving,  voting or validity of proxies shall be governed by
     the General  Corporation Law of the State of Delaware  relating to proxies,
     and judicial  interpretations  thereunder,  as if the Trust were a Delaware
     corporation  and the  Holders  of the  Securities  were  stockholders  of a
     Delaware  corporation;  each meeting of the Holders of the Securities shall
     be  conducted  by the  Administrators  or by such  other  Person  that  the
     Administrators may designate; and

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

                                  ARTICLE XII

        REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE

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

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

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

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

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

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

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

                                       39
<PAGE>

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

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

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

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

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

                                  ARTICLE XIII

                                  MISCELLANEOUS

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

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

               SCBT Capital Trust II
               c/o SCBT Financial Corporation
               520 Gervais Street
               Columbia, South Carolina  29201
               Attention:  Richard C. Mathis
               Telecopy:  803-765-1966

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

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

                                       40
<PAGE>

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

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


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

               SCBT Financial Corporation
               520 Gervais Street
               Columbia, South Carolina  29201
               Attention:  Richard C. Mathis
               Telecopy:  803-765-1966

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

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

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

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

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

                                       41
<PAGE>

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

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

     Section  13.7.  Counterparts.  This  Declaration  may contain more than one
counterpart  of the signature page and this  Declaration  may be executed by the
affixing of the signature of each of the Trustees and  Administrators  to any of
such counterpart  signature pages. All of such counterpart signature pages shall
be read as though  one,  and they shall have the same force and effect as though
all of the signers had signed a single signature page.

                     Signatures appear on the following page




                                       42
<PAGE>



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

                                       WILMINGTON TRUST COMPANY,
                                       as Delaware Trustee


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


                                       WILMINGTON TRUST COMPANY,
                                       as Institutional Trustee


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


                                       SCBT FINANCIAL CORPORATION, as Sponsor


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

                                       ADMINISTRATORS OF SCBT CAPITAL TRUST II


                                       By:
                                          --------------------------------------
                                                Administrator


                                       By:
                                          --------------------------------------
                                                Administrator


                                       By:
                                          --------------------------------------
                                                Administrator



                                       43
<PAGE>




                                     ANNEX I

                               TERMS OF SECURITIES

     Pursuant to Section 6.1 of the Amended and Restated  Declaration  of Trust,
dated as of April 7, 2005 (as amended from time to time, the "Declaration"), the
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions of the Capital Securities and the Common Securities are set out below
(each  capitalized term used but not defined herein has the meaning set forth in
the Declaration):

     1. Designation and Number.

     (a) 8,000  Fixed/Floating  Rate Capital Securities of SCBT Capital Trust II
(the "Trust"),  with an aggregate stated  liquidation amount with respect to the
assets  of the  Trust  of eight  million  dollars  ($8,000,000.00)  and a stated
liquidation  amount  with  respect to the assets of the Trust of  $1,000.00  per
Capital Security,  are hereby designated for the purposes of identification only
as the "Capital Securities".  The Capital Security  Certificates  evidencing the
Capital  Securities  shall be  substantially  in the form of Exhibit  A-1 to the
Declaration,  with such changes and additions thereto or deletions  therefrom as
may be required by ordinary usage, custom or practice.

     (b) 248  Fixed/Floating  Rate Common  Securities  of the Trust (the "Common
Securities") will be evidenced by Common Security Certificates  substantially in
the form of Exhibit A-2 to the  Declaration,  with such  changes  and  additions
thereto or deletions  therefrom as may be required by ordinary usage,  custom or
practice.

     2. Distributions.

     (a)  Distributions  will be payable on each  Security for the  Distribution
Period beginning on (and including) the date of original  issuance and ending on
(but excluding) the  Distribution  Payment Date in June 2010 at a rate per annum
of 6.37%  and  shall  bear  interest  for each  successive  Distribution  Period
beginning on (and  including)  the  Distribution  Payment Date in June 2010, and
each  succeeding  Distribution  Payment Date, and ending on (but  excluding) the
next  succeeding  Distribution  Payment  Date at a rate per  annum  equal to the
3-Month LIBOR,  determined as described  below,  plus 1.79% (the "Coupon Rate"),
applied to the stated  liquidation  amount thereof,  such rate being the rate of
interest  payable on the  Debentures  to be held by the  Institutional  Trustee.
Distributions in arrears will bear interest thereon compounded  quarterly at the
applicable Distribution Rate (to the extent permitted by law). Distributions, as
used herein,  include cash  distributions and any such compounded  distributions
unless  otherwise  noted.  A  Distribution  is payable  only to the extent  that
payments are made in respect of the Debentures held by the Institutional Trustee
and to the extent the Institutional  Trustee has funds available  therefor.  The
amount of the Distribution payable (i) for any Distribution Period commencing on
or after the date of original issuance but before the Distribution  Payment Date
in June 2010 will be  computed on the basis of a 360-day  year of twelve  30-day
months,  and (ii) for the  Distribution  Period  commencing on the  Distribution
Payment  Date in June  2010  and each  succeeding  Distribution  Period  will be
calculated by applying the Distribution  Rate to the stated  liquidation  amount
outstanding at the commencement of the  Distribution  Period on the basis of the
actual number of days in the Distribution  Period concerned  divided by 360. All
percentages  resulting from any  calculations on the Capital  Securities will be
rounded,  if necessary,  to the nearest one  hundred-thousandth  of a percentage
point,  with five  one-millionths  of a percentage  point rounded  upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all dollar
amounts  used in or  resulting  from such  calculation  will be  rounded  to the
nearest cent (with one-half cent being rounded upward)).

                                       I-1
<PAGE>

     (b)  Distributions  on the Securities will be cumulative,  will accrue from
the date of original  issuance,  and will be payable,  subject to  extension  of
distribution payment periods as described herein,  quarterly in arrears on March
15, June 15,  September 15 and December 15 of each year, or if such day is not a
Business  Day,  then the next  succeeding  Business  Day  (each a  "Distribution
Payment Date"),  commencing on the Distribution  Payment Date in June 2005 when,
as and if available for payment.  The  Debenture  Issuer has the right under the
Indenture  to  defer  payments  of  interest  on the  Debentures,  so long as no
Acceleration  Event of Default has occurred and is continuing,  by deferring the
payment of interest on the Debentures for up to 20 consecutive quarterly periods
(each an "Extension  Period") at any time and from time to time,  subject to the
conditions  described below,  during which Extension Period no interest shall be
due and payable.  During any Extension Period,  interest will continue to accrue
on the  Debentures,  and  interest on such  accrued  interest  will accrue at an
annual  rate equal to the  Distribution  Rate in effect for each such  Extension
Period, compounded quarterly from the date such interest would have been payable
were it not for the  Extension  Period,  to the  extent  permitted  by law (such
interest referred to herein as "Additional  Interest").  No Extension Period may
end on a date other than a  Distribution  Payment  Date.  At the end of any such
Extension  Period,  the Debenture Issuer shall pay all interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon);  provided,
however,  that no  Extension  Period may extend  beyond  the  Maturity  Date and
provided further,  however, that during any such Extension Period, the Debenture
Issuer  and its  Affiliates  shall  not (i)  declare  or pay  any  dividends  or
distributions on, or redeem,  purchase,  acquire,  or make a liquidation payment
with respect to, any of the Debenture Issuer's or its Affiliates'  capital stock
(other than payments of dividends or distributions  to the Debenture  Issuer) or
make any  guarantee  payments  with respect to the  foregoing,  or (ii) make any
payment of principal of or interest or premium, if any, on or repay,  repurchase
or redeem any debt securities of the Debenture Issuer or any Affiliate that rank
pari passu in all respects with or junior in interest to the  Debentures  (other
than, with respect to clauses (i) and (ii) above, (a)  repurchases,  redemptions
or other  acquisitions  of shares of capital  stock of the  Debenture  Issuer in
connection  with  any  employment  contract,   benefit  plan  or  other  similar
arrangement  with  or  for  the  benefit  of one or  more  employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase plan or in connection  with the issuance of capital
stock of the Debenture Issuer (or securities convertible into or exercisable for
such capital stock) as consideration in an acquisition  transaction entered into
prior to the  applicable  Extension  Period,  (b) as a result of any exchange or
conversion  of any class or series of the Debenture  Issuer's  capital stock (or
any capital  stock of a  subsidiary  of the  Debenture  Issuer) for any class or
series of the Debenture  Issuer's capital stock or of any class or series of the
Debenture  Issuer's  indebtedness  for any  class  or  series  of the  Debenture
Issuer's  capital stock,  (c) the purchase of fractional  interests in shares of
the  Debenture  Issuer's  capital stock  pursuant to the  conversion or exchange
provisions of such capital stock or the security  being  converted or exchanged,
(d) any  declaration of a dividend in connection with any  stockholders'  rights
plan, or the issuance of rights, stock or other property under any stockholders'
rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any
dividend  in the form of stock,  warrants,  options  or other  rights  where the
dividend stock or the stock issuable upon exercise of such warrants,  options or
other  rights is the same stock as that on which the  dividend  is being paid or
ranks pari passu with or junior to such stock and any cash  payments  in lieu of
fractional  shares issued in  connection  therewith,  or (f) payments  under the
Capital Securities Guarantee). Prior to the termination of any Extension Period,
the Debenture  Issuer may further extend such period,  provided that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date.
Upon the termination of any Extension Period and upon the payment of all accrued
and unpaid interest and Additional Interest, the Debenture Issuer may commence a
new  Extension  Period,  subject to the foregoing  requirements.  No interest or
Additional Interest shall be due and payable during an Extension Period,  except
at the end thereof,  but each  installment of interest that would otherwise have
been  due and  payable  during  such  Extension  Period  shall  bear  Additional
Interest. During any Extension Period,  Distributions on the Securities shall be
deferred  for a period  equal to the  Extension  Period.  If  Distributions  are

                                       I-2
<PAGE>

deferred,  the  Distributions  due  shall be paid on the date  that the  related
Extension  Period  terminates to Holders of the Securities as they appear on the
books and records of the Trust on the record  date  immediately  preceding  such
date.  Distributions  on the Securities must be paid on the dates payable (after
giving  effect to any  Extension  Period) to the extent that the Trust has funds
available for the payment of such  distributions  in the Property Account of the
Trust.  The  Trust's  funds  available  for  Distribution  to the Holders of the
Securities will be limited to payments received from the Debenture  Issuer.  The
payment of  Distributions  out of moneys held by the Trust is  guaranteed by the
Guarantor pursuant to the Guarantee.

     (c)  Distributions on the Securities will be payable to the Holders thereof
as they  appear on the books and  records  of the Trust on the  relevant  record
dates.  The  relevant  record  dates shall be fifteen  days before the  relevant
Distribution Payment Date.  Distributions payable on any Securities that are not
punctually paid on any  Distribution  Payment Date, as a result of the Debenture
Issuer having failed to make a payment under the Debentures, as the case may be,
when due (taking into account any Extension Period), will cease to be payable to
the Person in whose name such  Securities are registered on the relevant  record
date, and such defaulted  Distribution  will instead be payable to the Person in
whose name such  Securities  are  registered on the special record date or other
specified date determined in accordance with the Indenture.

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

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

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

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

                                       I-3
<PAGE>

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

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

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

     4. Redemption and Distribution.

     (a) The  Debentures  will mature on June 15, 2035.  The  Debentures  may be
redeemed  by the  Debenture  Issuer,  in whole or in part,  at any  Distribution
Payment  Date on or after the  Distribution  Payment  Date in June 2010,  at the
Redemption  Price. In addition,  the Debentures may be redeemed by the Debenture
Issuer  at the  Special  Redemption  Price,  in whole  but not in  part,  at any
Distribution  Payment Date,  upon the occurrence and  continuation  of a Special
Event within 120 days  following  the  occurrence  of such Special  Event at the
Special Redemption Price, upon not less than 30 nor more than 60 days' notice to
holders of such Debentures so long as such Special Event is continuing.  In each
case,  the right of the Debenture  Issuer to redeem the Debentures is subject to
the Debenture Issuer having received prior approval from the Federal Reserve (if
the Debenture  Issuer is a bank holding  company) or prior approval from the OTS
(if the Debenture Issuer is a savings and loan holding company), in each case if
then required under applicable  capital guidelines or policies of the applicable
federal agency.  The Sponsor shall appoint a Quotation  Agent,  which shall be a
designee  of the  Institutional  Trustee,  for the  purpose  of  performing  the
services  contemplated  in  or  by  reference  in,  the  definition  of  Special
Redemption  Price. Any error in the calculation of the Special  Redemption Price
by the Quotation Agent or the Debenture  Trustee may be corrected at any time by
notice  delivered  to the Sponsor  and the  holders of the  Capital  Securities.
Subject  to  the   corrective   rights  set  forth  above,   all   certificates,
communications, opinions, determinations, calculations, quotations and decisions
given,  expressed,  made or obtained for the purposes of the provisions relating
to the payment and calculation of the Special Redemption Price on the Debentures
or the Capital Securities by the Debenture  Trustee,  the Quotation Agent or the
Institutional Trustee,

                                       I-4
<PAGE>

as the case may be,  shall (in the  absence  of  willful  default,  bad faith or
manifest  error)  be  final,  conclusive  and  binding  on  the  holders  of the
Debentures  and the  Capital  Securities,  the  Trust  and the  Sponsor,  and no
liability shall attach (except as provided above) to the Debenture Trustee,  the
Quotation Agent or the Institutional  Trustee in connection with the exercise or
non-exercise by any of them of their respective powers, duties and discretion.

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

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

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

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

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

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

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

     "Capital Treatment Event" means the receipt by the Debenture Issuer and the
Trust of an opinion of counsel  experienced  in such matters to the effect that,
as a result of the  occurrence  of any amendment  to, or change  (including  any
announced  prospective  change) in, the laws, rules or regulations of the United
States or any political  subdivision thereof or therein, or as the result of any
official or administrative  pronouncement or action or decision  interpreting or
applying such laws, rules or regulations, which amendment or change is effective
or which pronouncement,  action or decision is announced on or after the date of
original  issuance of the Debentures,  there is more than an insubstantial  risk
that the  Sponsor  will  not,  within  90 days of the date of such  opinion,  be
entitled to treat an amount  equal to the  aggregate  liquidation  amount of the
Capital  Securities as "Tier 1 Capital" (or its then equivalent) for purposes of

                                       I-5
<PAGE>


the capital adequacy  guidelines of the Federal  Reserve,  as then in effect and
applicable to the Sponsor (or if the Sponsor is not a bank holding company, such
guidelines  applied  to the  Sponsor  as if the  Sponsor  were  subject  to such
guidelines);  provided,  however, that the inability of the Sponsor to treat all
or any portion of the  liquidation  amount of the Capital  Securities  as Tier l
Capital shall not constitute the basis for a Capital  Treatment  Event,  if such
inability results from the Sponsor having cumulative  preferred stock,  minority
interests  in  consolidated  subsidiaries,  or any other  class of  security  or
interest which the Federal  Reserve or OTS, as applicable,  may now or hereafter
accord  Tier 1  Capital  treatment  in  excess  of the  amount  which may now or
hereafter  qualify for  treatment  as Tier 1 Capital  under  applicable  capital
adequacy  guidelines;  provided  further,  however,  that  the  distribution  of
Debentures in connection  with the  Liquidation of the Trust shall not in and of
itself  constitute a Capital  Treatment Event unless such Liquidation shall have
occurred in connection  with a Tax Event or an  Investment  Company  Event.  For
purposes of this definition,  the rule designated "Risk-Based Capital Standards:
Trust Preferred  Securities and the Definition of Capital" issued by the Federal
Reserve on March 1, 2005 shall be deemed to have been issued and effective prior
to the date of this  Indenture  and shall not be deemed to  constitute a Capital
Treatment Event.

     "Comparable  Treasury  Issue" means with respect to any Special  Redemption
Date the United States  Treasury  security  selected by the  Quotation  Agent as
having a maturity  comparable to the Fixed Rate Period Remaining Life that would
be utilized, at the time of selection and in accordance with customary financial
practice,  in pricing new issues of  corporate  debt  securities  of  comparable
maturity to the Fixed Rate Period  Remaining  Life. If no United States Treasury
security  has a  maturity  which is  within a period  from 3 months  before to 3
months after the  Distribution  Payment Date in June 2010,  the two most closely
corresponding  United  States  Treasury  securities as selected by the Quotation
Agent shall be used as the  Comparable  Treasury  Issue,  and the Treasury  Rate
shall be interpolated and extrapolated on a straight-line basis, rounding to the
nearest month using such securities.

     "Comparable  Treasury Price" means (a) the average of 5 Reference  Treasury
Dealer Quotations for such Special  Redemption Date, after excluding the highest
and lowest such Reference  Treasury Dealer  Quotations,  or (b) if the Quotation
Agent  obtains  fewer than 5 such  Reference  Treasury  Dealer  Quotations,  the
average of all such Quotations.

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

     "Fixed Rate Period  Remaining  Life" means,  with respect to any Debenture,
the  period  from  the  Special  Redemption  Date  for  such  Debenture  to  the
Distribution Payment Date in June 2010.

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

     "Maturity Date" means June 15, 2035.

     "Primary  Treasury  Dealer"  shall  mean  either a  primary  United  States
Government  securities dealer or an entity of nationally  recognized standing in
matters  pertaining to the quotation of treasury  securities  that is reasonably
acceptable to the Sponsor and the Institutional Trustee.

                                       I-6
<PAGE>


     "Quotation Agent" means a designee of the  Institutional  Trustee who shall
be a Primary Treasury Dealer.

     "Redemption  Date" shall mean the date fixed for the  redemption of Capital
Securities,  which  shall  be any  Distribution  Payment  Date on or  after  the
Distribution Payment Date in June 2010.

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

     "Reference  Treasury  Dealer"  means (i) the  Quotation  Agent and (ii) any
other  Primary   Treasury  Dealer  selected  by  the  Debenture   Trustee  after
consultation with the Debenture Issuer.

     "Reference   Treasury  Dealer  Quotations"  means,  with  respect  to  each
Reference  Treasury  Dealer and any Special  Redemption  Date,  the average,  as
determined  by the  Quotation  Agent,  of the  bid  and  asked  prices  for  the
Comparable  Treasury  Issue  (expressed  in  each  case as a  percentage  of its
principal  amount) quoted in writing to the Debenture  Trustee by such Reference
Treasury  Dealer at 5:00 p.m.,  New York City time,  on the third  Business  Day
preceding such Redemption Date.

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

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

     "Special  Redemption Price" means (a) if the Special Redemption Date occurs
before the Distribution  Payment Date in June 2010, the greater of (i) 107.5% of
the principal amount of the Debentures,  plus accrued and unpaid Interest on the
Debentures  to the  Special  Redemption  Date,  or  (ii)  as  determined  by the
Quotation Agent, (A) the sum of the present values of the scheduled  payments of
principal and Interest on the Debentures  during the Fixed Rate Period Remaining
Life of the  Debentures  (assuming  the  Debentures  matured  on June 15,  2010)
discounted  to the  Special  Redemption  Date on a quarterly  basis  (assuming a
360-day year  consisting of twelve 30-day months) at the Treasury Rate, plus (B)
accrued and unpaid Interest on the Debentures to such Special  Redemption  Date,
or (b) if the  Special  Redemption  Date  occurs  on or after  the  Distribution
Payment Date in June 2010, 100% of the principal  amount of the Debentures being
redeemed,  plus accrued and unpaid  Interest on such  Debentures  to the Special
Redemption Date.

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

                                       I-7
<PAGE>

minimis amount of other taxes, duties or other governmental charges.

     "Treasury Rate" means (i) the yield, under the heading which represents the
average for the week immediately prior to the date of calculation,  appearing in
the most recently  published  statistical  release  designated H.15 (519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury  Constant  Maturities," for the
maturity  corresponding  to the Fixed Rate Period Remaining Life (if no maturity
is within three  months  before or after the Fixed Rate Period  Remaining  Life,
yields for the two published maturities most closely  corresponding to the Fixed
Rate Period  Remaining  Life shall be determined  and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis, rounding
to the nearest month) or (ii) if such release (or any successor  release) is not
published  during the week  preceding the  calculation  date or does not contain
such yields,  the rate per annum equal to the  semi-annual  equivalent  yield to
maturity of the  Comparable  Treasury  Issue,  calculated  using a price for the
Comparable  Treasury Issue  (expressed as a percentage of its principal  amount)
equal to the  Comparable  Treasury Price for such Special  Redemption  Date. The
Treasury Rate shall be calculated by the Quotation  Agent on the third  Business
Day preceding the Special Redemption Date.

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

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

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

     (e) Redemption or Distribution Procedures.

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


                                       I-8
<PAGE>

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

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

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

     5. Voting Rights - Capital Securities.

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

          (b)  Subject to the  requirements  of  obtaining  a tax opinion by the
          Institutional  Trustee in certain  circumstances set forth in the last
          sentence of this  paragraph,  the Holders of a Majority in liquidation
          amount of the Capital  Securities,  voting separately as a class, have
          the right to direct  the time,  method,  and place of  conducting  any
          proceeding for any remedy available to the Institutional  Trustee,  or
          exercising any trust or power conferred upon the Institutional Trustee
          under the Declaration, including the right to direct the Institutional
          Trustee,  as holder of the  Debentures,  to (i)  exercise the remedies
          available  under the Indenture as the holder of the  Debentures,  (ii)

                                       I-9
<PAGE>

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

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

     A waiver of an Indenture  Event of Default will  constitute a waiver of the
corresponding Event of Default hereunder.  Any required approval or direction of
Holders of the Capital  Securities may be given at a separate meeting of Holders
of the Capital Securities  convened for such purpose, at a meeting of all of the
Holders of the  Securities  in the Trust or  pursuant  to written  consent.  The
Institutional Trustee will cause a notice of any meeting at which Holders of the
Capital  Securities  are entitled to vote, or of any matter upon which action by
written  consent of such Holders is to be taken,  to be mailed to each Holder of
record of the Capital  Securities.  Each such  notice  will  include a statement

                                      I-10
<PAGE>

setting forth the following information (i) the date of such meeting or the date
by which  such  action  is to be taken,  (ii) a  description  of any  resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which  written  consent is sought and (iii)  instructions
for the  delivery of proxies or  consents.  No vote or consent of the Holders of
the  Capital  Securities  will be  required  for the Trust to redeem  and cancel
Capital  Securities or to  distribute  the  Debentures  in  accordance  with the
Declaration and the terms of the Securities.

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

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

     6. Voting Rights - Common Securities.

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

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

          (c)  Subject to  Section  6.7 of the  Declaration  and only after each
          Event of Default (if any) with respect to the Capital  Securities  has
          been  cured,  waived,  or  otherwise  eliminated  and  subject  to the
          requirements  of the second to last  sentence of this  paragraph,  the
          Holders of a Majority in liquidation  amount of the Common Securities,
          voting separately as a class, may direct the time,  method,  and place
          of  conducting  any  proceeding  for  any  remedy   available  to  the
          Institutional Trustee, or exercising any trust or power conferred upon
          the  Institutional  Trustee  under  the  Declaration,   including  (i)
          directing the time, method, place of conducting any proceeding for any
          remedy available to the Debenture Trustee,  or exercising any trust or
          power  conferred  on  the  Debenture   Trustee  with  respect  to  the
          Debentures, (ii) waiving any past default and its consequences that is
          waivable under the Indenture, or (iii) exercising any right to rescind
          or annul a declaration  that the principal of all the Debentures shall
          be due and payable; provided, however, that, where a consent or action
          under the Indenture would require a Super Majority,  the Institutional
          Trustee may only give such  consent or take such action at the written
          direction  of the Holders of at least the  proportion  in  liquidation
          amount of the Common  Securities  which the  relevant  Super  Majority
          represents  of  the  aggregate  principal  amount  of  the  Debentures
          outstanding.  Notwithstanding  this paragraph 6(c), the  Institutional
          Trustee shall not revoke any action previously  authorized or approved
          by a vote or consent of the Holders of the Capital  Securities.  Other
          than  with  respect  to  directing  the  time,  method  and  place  of
          conducting   any   proceeding   for  any  remedy   available   to  the
          Institutional Trustee or the Debenture Trustee as set forth above, the
          Institutional Trustee shall not take any action described in (i), (ii)
          or (iii)  above,  unless the  Institutional  Trustee  has  obtained an
          opinion of tax counsel to the effect  that for the  purposes of United
          States  federal  income tax the Trust will not be  classified as other
          than a grantor trust on account of such action.  If the  Institutional
          Trustee fails to enforce its rights,  to the fullest extent  permitted
          by law, under the Declaration, any Holder of the Common Securities may
          institute a legal  proceeding  directly  against any Person to enforce
          the  Institutional  Trustee's  rights under the  Declaration,  without
          first instituting a legal proceeding against the Institutional Trustee
          or any other Person.

                                       I-11
<PAGE>

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

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

     7. Amendments to Declaration and Indenture.

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

          (b) In the event  the  consent  of the  Institutional  Trustee  as the
          holder of the  Debentures is required under the Indenture with respect
          to any amendment,  modification or termination of the Indenture or the
          Debentures,  the  Institutional  Trustee  shall  request  the  written
          direction  of the  Holders  of the  Securities  with  respect  to such
          amendment,  modification or termination and shall vote with respect to
          such amendment, modification, or termination as directed by a Majority
          in liquidation  amount of the Securities  voting  together as a single
          class;  provided,  however,  that where a consent  under the Indenture
          would require a Super  Majority,  the  Institutional  Trustee may only
          give such  consent  at the  direction  of the  Holders of at least the
          proportion in liquidation  amount of the Securities which the relevant
          Super  Majority  represents of the aggregate  principal  amount of the
          Debentures outstanding.

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

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

                                      I-12
<PAGE>

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

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

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

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

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




                                       I-13
<PAGE>




                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

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


                                      A-1-1
<PAGE>

WITHIN THE MEANING OF SECTION 3(3) OF ERISA,  OR A PLAN TO WHICH SECTION 4975 OF
THE CODE IS  APPLICABLE,  A  TRUSTEE  OR OTHER  PERSON  ACTING  ON  BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF
ANY  EMPLOYEE  BENEFIT  PLAN OR PLAN TO  FINANCE  SUCH  PURCHASE,  OR (ii)  SUCH
PURCHASE WILL NOT RESULT IN A PROHIBITED  TRANSACTION UNDER SECTION 406 OF ERISA
OR  SECTION  4975 OF THE CODE FOR  WHICH  THERE IS NO  APPLICABLE  STATUTORY  OR
ADMINISTRATIVE EXEMPTION.

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

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

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

     Certificate Number P-1                      8,000 Capital Securities
     [CUSIP NO. [  ] **To be inserted at the request of a subsequent transferee]

                                  April 7, 2005

          Certificate Evidencing Fixed/Floating Rate Capital Securities

                                       of

                              SCBT Capital Trust II

               (liquidation amount $1,000.00 per Capital Security)

     SCBT  Capital  Trust II, a statutory  trust  created  under the laws of the
State of Delaware (the  "Trust"),  hereby  certifies  that First  Tennessee Bank
National  Association is the registered owner of capital securities of the Trust
representing  undivided  beneficial  interests  in  the  assets  of  the  Trust,
(liquidation amount $1,000.00 per capital security) (the "Capital  Securities").
Subject to the  Declaration  (as  defined  below),  the Capital  Securities  are
transferable  on the  books  and  records  of the  Trust in  person or by a duly
authorized  attorney,  upon surrender of this  Certificate  duly endorsed and in
proper form for transfer.  The Capital Securities  represented hereby are issued
pursuant to, and the designation, rights, privileges, restrictions,  preferences
and other terms and provisions of the Capital  Securities  shall in all respects
be subject to, the  provisions of the Amended and Restated  Declaration of Trust
of the Trust dated as of April 7, 2005,  among  Richard C.  Mathis,  Veronica H.
Bailey  and Joe E.  Burns,  as  Administrators,  Wilmington  Trust  Company,  as
Delaware  Trustee,  Wilmington  Trust Company,  as Institutional  Trustee,  SCBT
Financial  Corporation,  as  Sponsor,  and  the  holders  from  time  to time of
undivided  beneficial  interests  in the  assets  of the  Trust,  including  the
designation  of the terms of the Capital  Securities  as set forth in Annex I to
such  amended and restated  declaration  as the same may be amended from time to
time (the  "Declaration").  Capitalized  terms used herein but not defined shall
have the meaning  given them in the  Declaration.  The Holder is entitled to the
benefits of the  Guarantee  to the extent  provided  therein.  The Sponsor  will
provide a copy of the  Declaration,  the  Guarantee,  and the  Indenture  to the
Holder without charge upon written request to the Sponsor at its principal place
of business.

                                      A-1-2
<PAGE>


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

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

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

                       Signatures appear on following page




                                      A-1-3
<PAGE>



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

                                        SCBT CAPITAL TRUST II



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


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

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


                                        WILMINGTON TRUST COMPANY,
                                        as the Institutional Trustee


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




                                      A-1-4
<PAGE>



                      [FORM OF REVERSE OF CAPITAL SECURITY]

     Distributions payable on each Capital Security will be payable at an annual
rate equal to 6.37% beginning on (and  including) the date of original  issuance
and ending on (but excluding) the Distribution  Payment Date in June 2010 and at
an annual rate for each  successive  period  beginning  on (and  including)  the
Distribution Payment Date in June 2010, and each succeeding Distribution Payment
Date, and ending on (but  excluding) the next  succeeding  Distribution  Payment
Date (each a  "Distribution  Period"),  equal to 3-Month  LIBOR,  determined  as
described  below,  plus  1.79%  (the  "Coupon  Rate"),  applied  to  the  stated
liquidation  amount of $1,000.00 per Capital Security,  such rate being the rate
of interest payable on the Debentures to be held by the  Institutional  Trustee.
Distributions in arrears will bear interest thereon compounded  quarterly at the
Distribution  Rate  (to the  extent  permitted  by  applicable  law).  The  term
"Distributions"  as  used  herein  includes  cash  distributions  and  any  such
compounded  distributions unless otherwise noted. A Distribution is payable only
to the extent that  payments are made in respect of the  Debentures  held by the
Institutional  Trustee  and to the extent the  Institutional  Trustee  has funds
available therefor. As used herein,  "Determination Date" means the date that is
two London  Banking Days (i.e.,  a business day in which dealings in deposits in
U.S.  dollars are  transacted  in the London  interbank  market)  preceding  the
commencement of the relevant Distribution Period. The amount of the Distribution
payable  (i) for any  Distribution  Period  commencing  on or after  the date of
original issuance but before the Distribution  Payment Date in June 2010 will be
computed on the basis of a 360-day year of twelve  30-day  months,  and (ii) for
the Distribution Period commencing on the Distribution Payment Date in June 2010
and each  succeeding  Distribution  Period will be  calculated  by applying  the
Distribution  Rate  to  the  stated   liquidation   amount  outstanding  at  the
commencement  of the  Distribution  Period on the basis of the actual  number of
days in the Distribution Period concerned divided by 360.

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

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

                                      A-1-5
<PAGE>

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

     Except  as  otherwise   described  below,   Distributions  on  the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year or if any such day is not a Business Day, then the next
succeeding  Business  Day  (each  such  day,  a  "Distribution  Payment  Date"),
commencing on the  Distribution  Payment Date in June 2005. The Debenture Issuer
has the  right  under  the  Indenture  to  defer  payments  of  interest  on the
Debentures,  so long as no  Acceleration  Event of Default has  occurred  and is
continuing,  by extending the interest  payment  period for up to 20 consecutive
quarterly periods (each an "Extension Period") at any time and from time to time
on the  Debentures,  subject to the  conditions  described  below,  during which
Extension  Period no interest  shall be due and  payable.  During any  Extension
Period, interest will continue to accrue on the Debentures, and interest on such
accrued interest will accrue at an annual rate equal to the Distribution Rate in
effect for each such Extension Period,  compounded  quarterly from the date such
interest  would have been payable were it not for the Extension  Period,  to the
extent  permitted  by law (such  interest  referred  to  herein  as  "Additional
Interest").  No  Extension  Period may end on a date  other than a  Distribution
Payment  Date. At the end of any such  Extension  Period,  the Debenture  Issuer
shall pay all interest then accrued and unpaid on the Debentures  (together with
Additional Interest thereon);  provided,  however,  that no Extension Period may
extend  beyond the Maturity  Date.  Prior to the  termination  of any  Extension
Period, the Debenture Issuer may further extend such period,  provided that such
period  together  with all such  previous  and  further  consecutive  extensions
thereof shall not exceed 20 consecutive  quarterly periods, or extend beyond the
Maturity Date. Upon the termination of any Extension Period and upon the payment
of all accrued and unpaid interest and Additional Interest, the Debenture Issuer
may commence a new Extension Period, subject to the foregoing  requirements.  No
interest or  Additional  Interest  shall be due and payable  during an Extension
Period,  except at the end thereof,  but each installment of interest that would
otherwise  have been due and payable  during such  Extension  Period  shall bear
Additional Interest.  During any Extension Period,  Distributions on the Capital
Securities  shall be deferred for a period  equal to the  Extension  Period.  If
Distributions are deferred, the Distributions due shall be paid on the date that
the related  Extension Period  terminates,  to Holders of the Securities as they
appear on the books and  records  of the Trust on the  record  date  immediately
preceding such date.  Distributions  on the Securities must be paid on the dates
payable  (after giving  effect to any  Extension  Period) to the extent that the
Trust has funds available for the payment of such  distributions in the Property
Account of the Trust.  The  Trust's  funds  available  for  Distribution  to the
Holders  of the  Securities  will be  limited  to  payments  received  from  the
Debenture  Issuer.  The payment of Distributions out of moneys held by the Trust
is guaranteed by the Guarantor pursuant to the Guarantee.

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



                                      A-1-6
<PAGE>



                                   ASSIGNMENT

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


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

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

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

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



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

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



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

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

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

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

         Signature Guarantee(1):







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


                                      A-1-7
<PAGE>




                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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

     Certificate Number C-1                           248 Common Securities

                                  April 7, 2005

          Certificate Evidencing Fixed/Floating Rate Common Securities

                                       of

                              SCBT Capital Trust II

     SCBT  Capital  Trust II, a statutory  trust  created  under the laws of the
State  of  Delaware  (the  "Trust"),   hereby   certifies  that  SCBT  Financial
Corporation (the "Holder") is the registered  owner of common  securities of the
Trust  representing  undivided  beneficial  interests in the assets of the Trust
(the "Common Securities").  The Common Securities  represented hereby are issued
pursuant to, and the designation, rights, privileges, restrictions,  preferences
and other terms and provisions of the Common Securities shall in all respects be
subject to, the  provisions of the Amended and Restated  Declaration of Trust of
the Trust dated as of April 7, 2005, among Richard C. Mathis, Veronica H. Bailey
and Joe E. Burns,  as  Administrators,  Wilmington  Trust  Company,  as Delaware
Trustee,  Wilmington  Trust Company,  as Institutional  Trustee,  SCBT Financial
Corporation,  as  Sponsor,  and the  holders  from  time  to  time of  undivided
beneficial  interest in the assets of the Trust including the designation of the
terms of the  Common  Securities  as set  forth in Annex I to such  amended  and
restated  declaration,  as the  same  may be  amended  from  time to  time  (the
"Declaration").  Capitalized  terms used herein but not  defined  shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Guarantee to the extent provided therein. The Sponsor will provide a copy of
the  Declaration,  the Guarantee and the Indenture to the Holder  without charge
upon written request to the Sponsor at its principal place of business.

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

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

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

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




                                      A-2-1
<PAGE>



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

                                        SCBT CAPITAL TRUST II


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



                                      A-2-2
<PAGE>



                      [FORM OF REVERSE OF COMMON SECURITY]

     Distributions  payable on each Common Security will be payable at an annual
rate equal to 6.37% beginning on (and  including) the date of original  issuance
and ending on (but excluding) the Distribution  Payment Date in June 2010 and at
an annual rate for each  successive  period  beginning  on (and  including)  the
Distribution Payment Date in June 2010, and each succeeding Distribution Payment
Date, and ending on (but  excluding) the next  succeeding  Distribution  Payment
Date (each a  "Distribution  Period"),  equal to 3-Month  LIBOR,  determined  as
described  below,  plus  1.79%  (the  "Coupon  Rate"),  applied  to  the  stated
liquidation amount of $1,000.00 per Common Security, such rate being the rate of
interest  payable on the  Debentures  to be held by the  Institutional  Trustee.
Distributions in arrears will bear interest thereon compounded  quarterly at the
Distribution  Rate  (to the  extent  permitted  by  applicable  law).  The  term
"Distributions"  as  used  herein  includes  cash  distributions  and  any  such
compounded  distributions unless otherwise noted. A Distribution is payable only
to the extent that  payments are made in respect of the  Debentures  held by the
Institutional  Trustee  and to the extent the  Institutional  Trustee  has funds
available therefor. As used herein,  "Determination Date" means the date that is
two London  Banking Days (i.e.,  a business day in which dealings in deposits in
U.S.  dollars are  transacted  in the London  interbank  market)  preceding  the
commencement of the relevant Distribution Period. The amount of the Distribution
payable  (i) for any  Distribution  Period  commencing  on or after  the date of
original issuance but before the Distribution  Payment Date in June 2010 will be
computed on the basis of a 360-day year of twelve  30-day  months,  and (ii) for
the Distribution Period commencing on the Distribution Payment Date in June 2010
and each  succeeding  Distribution  Period will be  calculated  by applying  the
Distribution  Rate  to  the  stated   liquidation   amount  outstanding  at  the
commencement  of the  Distribution  Period on the basis of the actual  number of
days in the Distribution Period concerned divided by 360.

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

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


                                      A-2-3
<PAGE>

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

     Except as otherwise described below, Distributions on the Common Securities
will be cumulative,  will accrue from the date of original  issuance and will be
payable  quarterly in arrears on March 15, June 15, September 15 and December 15
of each year or if any such day is not a Business Day, then the next  succeeding
Business Day (each such day, a "Distribution  Payment Date"),  commencing on the
Distribution Payment Date in June 2005. The Debenture Issuer has the right under
the  Indenture to defer  payments of interest on the  Debentures,  so long as no
Acceleration  Event of Default has occurred and is continuing,  by extending the
interest  payment  period for up to 20  consecutive  quarterly  periods (each an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions  described  below,  during which Extension  Period no interest
shall be due and payable. During any Extension Period, interest will continue to
accrue on the Debentures,  and interest on such accrued  interest will accrue at
an annual rate equal to the Distribution  Rate in effect for each such Extension
Period, compounded quarterly from the date such interest would have been payable
were it not for the  Extension  Period,  to the  extent  permitted  by law (such
interest referred to herein as "Additional  Interest").  No Extension Period may
end on a date other than a  Distribution  Payment  Date.  At the end of any such
Extension  Period,  the Debenture Issuer shall pay all interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon);  provided,
however,  that no Extension Period may extend beyond the Maturity Date. Prior to
the termination of any Extension Period, the Debenture Issuer may further extend
such  period,  provided  that such period  together  with all such  previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all accrued  and unpaid  interest  and
Additional  Interest,  the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements.  No interest or Additional Interest shall
be due and payable during an Extension  Period,  except at the end thereof,  but
each  installment  of interest  that would  otherwise  have been due and payable
during  such  Extension  Period  shall  bear  Additional  Interest.  During  any
Extension Period, Distributions on the Common Securities shall be deferred for a
period  equal to the  Extension  Period.  If  Distributions  are  deferred,  the
Distributions  due shall be paid on the date that the related  Extension  Period
terminates, to Holders of the Securities as they appear on the books and records
of the Trust on the record date immediately  preceding such date.  Distributions
on the Securities  must be paid on the dates payable (after giving effect to any
Extension  Period)  to the  extent  that the Trust has funds  available  for the
payment of such  distributions in the Property Account of the Trust. The Trust's
funds  available  for  Distribution  to the  Holders of the  Securities  will be
limited to payments received from the Debenture Issuer.

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




                                      A-2-4
<PAGE>



                                   ASSIGNMENT

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



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


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

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

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


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


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

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

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

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

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

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

     Signature Guarantee(2)




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

                                      A-2-5
<PAGE>




                                    EXHIBIT B

                          SPECIMEN OF INITIAL DEBENTURE

                              (See Document No. 17)
















                                       B-1
<PAGE>




                                    EXHIBIT C

                               PLACEMENT AGREEMENT

                              (See Document No. 1)




















                                       C-1