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


                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  by and among

                       STATE STREET BANK AND TRUST COMPANY
                      OF CONNECTICUT, NATIONAL ASSOCIATION,
                            as Institutional Trustee,

                            FIRST FINANCIAL BANCORP,
                                   as Sponsor,

                                       and
        BENJAMIN R. GOEHRING, WELDON D. SCHUMACHER and LEON J. ZIMMERMAN
                               as Administrators,

                           Dated as of March 26, 2002


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



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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                                                Page
<S>                                                                                                                         <C>
ARTICLE I INTERPRETATION AND DEFINITIONS......................................................................................    1
            Section 1.1...........................................................................................Definitions.    1
ARTICLE II ORGANIZATION.......................................................................................................    7
            Section 2.1..................................................................................................Name.    7
            Section 2.2................................................................................................Office.    7
            Section 2.3...............................................................................................Purpose.    7
            Section 2.4.............................................................................................Authority.    8
            Section 2.5........................................................................Title to Property of the Trust.    8
            Section 2.6.................................Powers and Duties of the Institutional Trustee and the Administrators.    8
            Section 2.7.....................................Prohibition of Actions by the Trust and the Institutional Trustee.   11
            Section 2.8........................................................Powers and Duties of the Institutional Trustee.   12
            Section 2.9...................................................................Certain Duties and Responsibilities
                                                                              of the Institutional Trustee and Administrators.   13
            Section 2.10..............................................................Certain Rights of Institutional Trustee.   14
            Section 2.11...............................................................................Execution of Documents.   16
            Section 2.12...............................................Not Responsible for Recitals or Issuance of Securities.   16
            Section 2.13....................................................................................Duration of Trust.   16
            Section 2.14..............................................................................................Mergers.   16
ARTICLE III SPONSOR...........................................................................................................   18
            Section 3.1...............................................................Sponsor's Purchase of Common Securities.   18
            Section 3.2.......................................................................Responsibilities of the Sponsor.   18
            Section 3.3..............................................................................................Expenses.   18
            Section 3.4......................................................................................Right to Proceed.   19
ARTICLE IV INSTITUTIONAL TRUSTEE AND ADMINISTRATORS...........................................................................   19
            Section 4.1....................................................................Institutional Trustee; Eligibility.   19
            Section 4.2........................................................................................Administrators.   20
            Section 4.3...............................................................Appointment, Removal and Resignation of
                                                                                     Institutional Trustee and Administrators.   20
            Section 4.4.......................................................................Institutional Trustee Vacancies.   21
            Section 4.5...................................................................................Effect of Vacancies.   21
            Section 4.6..........................................Meetings of the Institutional Trustee and the Administrators.   21
            Section 4.7...................................................................................Delegation of Power.   22
            Section 4.8...................................................Conversion, Consolidation or Succession to Business.   22
ARTICLE V DISTRIBUTIONS.......................................................................................................   22
            Section 5.1.........................................................................................Distributions.   22
ARTICLE VI ISSUANCE OF SECURITIES.............................................................................................   22
            Section 6.1...............................................................General Provisions Regarding Securities.   22
            Section 6.2............................................................Paying Agent, Transfer Agent and Registrar.   23
            Section 6.3.......................................................................................Form and Dating.   23
            Section 6.4.....................................................Mutilated, Destroyed, Lost or Stolen Certificates.   24
            Section 6.5..................................................................................Temporary Securities.   24
            Section 6.6..........................................................................................Cancellation.   24
            Section 6.7...........................................................Rights of Holders; Waivers of Past Defaults.   24
ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST..............................................................................   26
            Section 7.1..................................................................Dissolution and Termination of Trust.   26
ARTICLE VIII TRANSFER OF INTERESTS............................................................................................   27
            Section 8.1...............................................................................................General.   27
            Section 8.2..................................................................Transfer Procedures and Restrictions.   28
</TABLE>

                                       i
<PAGE>
<TABLE>
<CAPTION>

<S>         <C>                                                                                                                 <C>
            Section 8.3...............................................................................Deemed Security Holders.   30
ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF
SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS......................................................................................30
            Section 9.1.............................................................................................Liability.   30
            Section 9.2...........................................................................................Exculpation.   30
            Section 9.3........................................................................................Fiduciary Duty.   31
            Section 9.4.......................................................................................Indemnification.   31
            Section 9.5....................................................................................Outside Businesses.   33
            Section 9.6.....................................................................................Compensation; Fee.   33
ARTICLE X ACCOUNTING..........................................................................................................   34
            Section 10.1..........................................................................................Fiscal Year.   34
            Section 10.2...........................................................................Certain Accounting Matters.   34
            Section 10.3..............................................................................................Banking.   34
            Section 10.4..........................................................................................Withholding.   34
ARTICLE XI AMENDMENTS AND MEETINGS............................................................................................   35
            Section 11.1...........................................................................................Amendments.   35
            Section 11.2.....................................Meetings of the Holders of Securities; Action by Written Consent.   36
ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE..........................................................................   37
            Section 12.1..............................................Representations and Warranties of Institutional Trustee.   37
ARTICLE XIII MISCELLANEOUS....................................................................................................   38
            Section 13.1..............................................................................................Notices.   38
            Section 13.2........................................................................................Governing Law.   39
            Section 13.3.............................................................................Intention of the Parties.   39
            Section 13.4.............................................................................................Headings.   39
            Section 13.5...............................................................................Successors and Assigns.   39
            Section 13.6...............................................................................Partial Enforceability.   39
            Section 13.7.........................................................................................Counterparts.   39

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

<PAGE>

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                     FIRST FINANCIAL (CA) STATUTORY TRUST I

                                 March 26, 2002

         AMENDED AND RESTATED  DECLARATION  OF TRUST  ("Declaration")  dated and
effective  as of March  26,  2002,  by the  Institutional  Trustee  (as  defined
herein), the Administrators (as defined herein), the Sponsor (as defined herein)
and by the holders,  from time to time, of undivided beneficial interests in the
Trust (as defined herein) to be issued pursuant to this Declaration;

         WHEREAS, the Institutional  Trustee, the Administrators and the Sponsor
established  First Financial (CA) Statutory  Trust I (the "Trust"),  a statutory
trust  under  the  Statutory  Trust  Act  (as  defined  herein)  pursuant  to  a
Declaration  of Trust dated as of March 12, 2002 (the  "Original  Declaration"),
and a  Certificate  of Trust filed with the  Secretary  of State of the State of
Connecticut  on March 12,  2002,  for the sole  purpose of issuing  and  selling
certain securities  representing undivided beneficial interests in the assets of
the Trust and  investing  the  proceeds  thereof  in certain  debentures  of the
Debenture Issuer (as defined herein);

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

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

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

Section 13.

INTERPRETATION AND DEFINITIONS

         13.1. Definitions. Unless the context otherwise requires:

                  13.1.1.  Capitalized  terms used in this  Declaration  but not
defined in the preamble above have the respective  meanings  assigned to them in
this 13.1;

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

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

                  13.1.4.  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>

                  13.1.5.  a reference to the  singular  includes the plural and
vice versa.

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

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

         "Administrators"  means  each  of  Benjamin  R.  Goehring,   Weldon  D.
Schumacher  and  Leon  J.  Zimmerman,   solely  in  such  Person's  capacity  as
Administrator  of the Trust  created  and  continued  hereunder  and not in such
Person's individual capacity,  or such Administrator's  successor in interest in
such capacity, or any successor appointed as herein provided.

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

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

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

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

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

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

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

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

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

         "Certificate" means any certificate evidencing Securities.

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

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

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

                                       2
<PAGE>

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

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

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

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

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

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

         "Debenture   Issuer"  means  First  Financial   Bancorp,  a  California
corporation, in its capacity as issuer of the Debentures under the Indenture.

         "Debenture  Trustee"  means  State  Street  Bank and Trust  Company  of
Connecticut,  National  Association,  as  trustee  under the  Indenture  until a
successor is appointed thereunder, and thereafter means such successor trustee.

         "Debentures"  means the Floating  Rate Junior  Subordinated  Deferrable
Interest  Debentures  due 2032 to be issued by the  Debenture  Issuer  under the
Indenture.

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

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

         "Direct Action" has the meaning set forth in 14.8.4.

         "Distribution" means a distribution payable to Holders of Securities in
accordance with 17.1.

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

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

         "Distribution  Rate" means, for the period beginning on (and including)
the date of  original  issuance  and ending on (but  excluding)  June 26,  2002,
5.59%,  and for the  period  beginning  on (and  including)  June  26,  2002 and
thereafter, the Coupon Rate.

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

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

                                       3
<PAGE>

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

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

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

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

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

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

         "Fiscal Year" has the meaning set forth in 22.1.

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

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

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

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

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

         "Institutional  Trustee"  means the  Trustee  meeting  the  eligibility
requirements set forth in 16.1.

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

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

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

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

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

                                       4
<PAGE>

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

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

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

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

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

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

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

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

         "OTS" has the  meaning  set forth in  paragraph  3 of Annex I.  "Paying
Agent" has the meaning specified in 18.2.

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

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

         "Property Account" has the meaning set forth in 14.8(c).

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

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

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

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

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

         "Registrar" has the meaning set forth in 18.2.

                                       5
<PAGE>

            "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 20.2.2.

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

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

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

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

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

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

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

         "Sponsor" means First Financial Bancorp, a California  corporation,  or
any successor entity in a merger, consolidation or amalgamation, in its capacity
as sponsor of the Trust.

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

         "Successor Entity" has the meaning set forth in 14.14.2.

         "Successor Institutional Trustee" has the meaning set forth in 16.3.1.

         "Successor Securities" has the meaning set forth in 14.14.2.

         "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 18.2.

                                       6
<PAGE>

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

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

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

Section 14.

ORGANIZATION

         14.1.  Name. The Trust is named "First  Financial (CA) Statutory  Trust
I," as such  name  may be  modified  from  time  to  time by the  Administrators
following  written  notice  to  the  Holders  of  the  Securities.  The  Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Administrators.

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

         14.3.  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.

         14.4.  Authority.  Except as specifically provided in this Declaration,
the Institutional  Trustee shall have exclusive and complete  authority to carry
out the purposes of the Trust. An action taken by the  Institutional  Trustee in
accordance  with its powers  shall  constitute  the act of and serve to bind the
Trust. In dealing with the Institutional  Trustee acting on behalf of the Trust,
no Person shall be required to inquire into the  authority of the  Institutional
Trustee to bind the Trust.  Persons  dealing with the Trust are entitled to rely
conclusively  on the power and  authority  of the  Institutional  Trustee as set
forth in this Declaration.  The Administrators shall have only those ministerial
duties set forth herein with respect to accomplishing  the purposes of the Trust
and are not intended to be trustees or fiduciaries  with respect to the Trust or
the Holders.  The  Institutional  Trustee shall have the right, but shall not be
obligated  except as provided in 14.6, to perform  those duties  assigned to the
Administrators.

         14.5.  Title to Property of the Trust.  Except as provided in 14.8 with
respect to the Debentures and the Property  Account or as otherwise  provided in
this Declaration,  legal title to all assets of the Trust shall be vested in the
Trust.  The Holders  shall not have legal title to any part of the assets of the
Trust,  but shall have an  undivided  beneficial  interest  in the assets of the
Trust.

                                       7
<PAGE>

         14.6.  Powers  and  Duties  of  the   Institutional   Trustee  and  the
Administrators.

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

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

                           (i) the issuance and sale of the Securities;

                           (ii) 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;

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

                           (iv) 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;

                           (v) 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;

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

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

                           (viii) 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;

                           (ix)  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);

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

                                       8
<PAGE>

                           (xi) 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.

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

                           (i) the establishment of the Property Account;

                           (ii) the receipt of the Debentures;

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

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

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

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

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

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

                           (ix) 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

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

                  (c)  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

                                       9
<PAGE>

         Administrators and the action of the Institutional  Trustee, the action
         of the Institutional Trustee shall prevail.

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

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

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

                  (b)  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;

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

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

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

                                       10
<PAGE>

                  14.6.5.  All expenses  incurred by the  Administrators  or the
Institutional  Trustee pursuant to this 14.6 shall be reimbursed by the Sponsor,
and the Institutional  Trustee and the Administrators  shall have no obligations
with respect to such expenses.

                  14.6.6.  The  assets of the Trust  shall  consist of the Trust
Property.

                  14.6.7.  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.

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

         14.7.  Prohibition  of  Actions  by the  Trust  and  the  Institutional
Trustee.

                  14.7.1.  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:

                  (a) 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;

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

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

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

                  (e)  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;

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

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

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

                                       11
<PAGE>

         14.8. Powers and Duties of the Institutional Trustee.

                  14.8.1.  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 16.3.  Such  vesting and  cessation of title shall be effective
whether or not  conveyancing  documents with regard to the Debentures  have been
executed and delivered.

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

                  14.8.3. The Institutional Trustee shall:

                  (a) establish and maintain a segregated  non-interest  bearing
         trust  account  (the  "Property  Account") in the name of and under the
         exclusive control of the Institutional  Trustee,  and maintained in the
         Institutional  Trustee's trust department,  on behalf of the Holders of
         the  Securities  and,  upon the  receipt of  payments  of funds made in
         respect of the Debentures held by the  Institutional  Trustee,  deposit
         such funds into the Property  Account and make  payments,  or cause the
         Paying Agent to make payments, to the Holders of the Capital Securities
         and  Holders  of the Common  Securities  from the  Property  Account in
         accordance  with  17.1.  Funds in the  Property  Account  shall be held
         uninvested until disbursed in accordance with this Declaration;

                  (b)  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

                  (c)  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.

                  14.8.4.  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.

                  14.8.5. The Institutional Trustee shall continue to serve as a
Trustee until either:

                                       12
<PAGE>

                  (a) 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

                  (b) a Successor  Institutional  Trustee has been appointed and
         has accepted that appointment in accordance with 16.3.

                  14.8.6.  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
14.8 in a manner that is consistent with the purposes and functions of the Trust
set out in 14.3, and the Institutional Trustee shall not take any action that is
inconsistent with the purposes and functions of the Trust set out in 14.3.

         14.9. Certain Duties and Responsibilities of the Institutional  Trustee
and Administrators.

                  14.9.1.  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 18.7),
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.

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

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

                                       13
<PAGE>

any  Security.  This 14.9.3 does not limit the  liability  of the  Institutional
Trustee expressly set forth elsewhere in this Declaration.

                  14.9.4. 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:

                  (a) 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;

                  (b) 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;

                  (c) 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;

                  (d) 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  14.8.3(a)  and  except to the  extent  otherwise
         required by law; and

                  (e) 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.

         14.10.  Certain  Rights  of  Institutional  Trustee.   Subject  to  the
provisions of 14.9:

                  14.10.1.  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;

                  14.10.2.   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

                                       14
<PAGE>

instructed in writing,  in which event the  Institutional  Trustee shall have no
liability except for its own negligence or willful misconduct;

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

                  14.10.4.  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;

                  14.10.5.  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;

                  14.10.6. 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;

                 14.10.7. 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 14.10.7 shall be taken to
relieve the Institutional Trustee,  subject to 14.9.2, upon the occurrence of an
Event of Default, 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;

                  14.10.8. 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;

                  14.10.9.  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;

                  14.10.10.  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;

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<PAGE>

                  14.10.11.  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;

                  14.10.12.  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;

                  14.10.13.  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;

                  14.10.14. 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

                  14.10.15.  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.

         14.11.  Execution of Documents.  Unless otherwise determined in writing
by the Institutional  Trustee, and except as otherwise required by the Statutory
Trust Act, the Institutional  Trustee, or any one or more of the Administrators,
as the case may be,  is  authorized  to  execute  on  behalf  of the  Trust  any
documents that the Institutional Trustee or the Administrators,  as the case may
be, have the power and authority to execute pursuant to 14.6.

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

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

         14.14. Mergers.

                  14.14.1. 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 this  14.14.2  and  14.14.3  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.

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<PAGE>

                  14.14.2.  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:

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

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

                           (ii)  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;

                  (b) 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;

                  (c) 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;

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

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

                  (f)  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:

                           (i)  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;

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

                           (iii)    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;

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

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

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<PAGE>

                  (i)  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  14.14.2 to such
         transaction have been satisfied.

                  14.14.3.  Notwithstanding 14.14.2, the Trust shall not, except
with the  consent  of  Holders of 100% in  aggregate  liquidation  amount of the
Securities,  consolidate,  amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate,  amalgamate,  merge with
or  into,  or  replace  it  if  such  consolidation,   amalgamation,  merger  or
replacement  would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes.

Section 15.

SPONSOR

         15.1. 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.

         15.2. 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:

                  15.2.1.  to determine the States in which to take  appropriate
action to qualify or register for sale all or part of the Capital Securities and
to do any and all such  acts,  other  than  actions  which  must be taken by the
Trust,  and advise the Trust of actions it must take,  and prepare for execution
and filing any  documents to be executed and filed by the Trust,  as the Sponsor
deems  necessary or advisable in order to comply with the applicable laws of any
such States; and

                  15.2.2.  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.

         15.3. 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:

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

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


                                       18
<PAGE>

disposition of Trust assets and the enforcement by the Institutional  Trustee of
the rights of the Holders; and

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

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

         15.4. Right to Proceed.  The Sponsor acknowledges the rights of Holders
to institute a Direct Action as set forth in 14.8.4 hereto.

Section 16.

INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

         16.1. Institutional Trustee; Eligibility.

                  16.1.1. There shall at all times be one Institutional  Trustee
which shall:

                  (a) not be an Affiliate of the Sponsor;

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

                  (c) be a banking  corporation  or trust company  organized and
         doing  business  under the laws of the United  States of America or any
         state thereof or the District of Columbia,  authorized  under such laws
         to  exercise  corporate  trust  powers,  having a combined  capital and
         surplus  of at least 50  million  U.S.  dollars  ($50,000,000.00),  and
         subject to supervision or examination by Federal, state, or District of
         Columbia authority.  If such corporation publishes reports of condition
         at  least  annually,  pursuant  to law or to  the  requirements  of the
         supervising  or  examining  authority  referred to above,  then for the
         purposes of this  16.1.1(c),  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.

                  16.1.2. If at any time the  Institutional  Trustee shall cease
to be  eligible  to  so  act  under  16.1.1,  the  Institutional  Trustee  shall
immediately resign in the manner and with the effect set forth in 16.3.1.

                  16.1.3. 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.

                  16.1.4.  The  initial  Institutional  Trustee  shall  be State
Street Bank and Trust Company of Connecticut, National Association.

                                       19
<PAGE>

         16.2.  Administrators.  Each  Administrator  shall be a U.S. Person, 21
years  of age  or  older  and  authorized  to  bind  the  Sponsor.  The  initial
Administrators  shall be Benjamin R. Goehring,  Weldon D. Schumacher and Leon J.
Zimmerman. 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.

         16.3. Appointment, Removal and Resignation of Institutional Trustee and
Administrators.

                  16.3.1.  Notwithstanding  anything  to the  contrary  in  this
Declaration,  no  resignation  or removal of the  Institutional  Trustee  and no
appointment of a Successor  Institutional Trustee pursuant to this Article shall
become   effective   until  the  acceptance  of  appointment  by  the  Successor
Institutional  Trustee in accordance  with the applicable  requirements  of this
16.3.

         Subject  to the  immediately  preceding  paragraph,  the  Institutional
Trustee may resign at any time by giving  written  notice thereof to the Holders
of the Securities and by appointing a Successor  Institutional Trustee. Upon the
resignation  of the  Institutional  Trustee,  the  Institutional  Trustee  shall
appoint a  successor  by  requesting  from at least  three  Persons  meeting the
eligibility  requirements,  its expenses  and charges to serve as the  successor
Institutional  Trustee on a form provided by the  Administrators,  and selecting
the  Person  who  agrees to the  lowest  expense  and  charges  (the  "Successor
Institutional  Trustee").  If the  instrument  of  acceptance  by the  Successor
Institutional Trustee required by this 16.3 shall not have been delivered to the
Institutional  Trustee  within  60 days  after  the  giving  of such  notice  of
resignation or delivery of the instrument of removal, the Institutional  Trustee
may  petition,  at the expense of the Trust,  any Federal,  state or District of
Columbia  court of competent  jurisdiction  for the  appointment  of a Successor
Institutional Trustee. Such court may thereupon,  after prescribing such notice,
if any, as it may deem proper,  appoint a Successor  Institutional  Trustee. The
Institutional  Trustee  shall  have  no  liability  for  the  selection  of such
successor pursuant to this 16.3.

         The Institutional Trustee may be removed by the act of the Holders of a
Majority in  liquidation  amount of the  Capital  Securities,  delivered  to the
Institutional Trustee (in its individual capacity and on behalf of the Trust) if
an Event of Default shall have occurred and be continuing.  If the Institutional
Trustee shall be so removed,  the Holders of Capital  Securities,  by act of the
Holders of a Majority  in  liquidation  amount of the  Capital  Securities  then
outstanding  delivered to the  Institutional  Trustee,  shall promptly appoint a
Successor  Institutional Trustee, and such Successor Institutional Trustee shall
comply  with  the  applicable   requirements  of  this  16.3.  If  no  Successor
Institutional  Trustee shall have been so appointed by the Holders of a Majority
in liquidation amount of the Capital Securities and accepted  appointment in the
manner required by this 16.3,  within 30 days after delivery of an instrument of
removal,  any  Holder  who has been a Holder  of the  Securities  for at least 6
months may, on behalf of himself and all others similarly situated, petition any
Federal,  state or District of Columbia court of competent  jurisdiction for the
appointment of the Successor  Institutional  Trustee.  Such court may thereupon,
after  prescribing  such  notice,  if any,  as it may  deem  proper,  appoint  a
Successor Institutional Trustee.

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

                  16.3.2.  In case of the  appointment  hereunder of a Successor
Institutional  Trustee,  the retiring  Institutional  Trustee and the  Successor
Institutional  Trustee shall execute and deliver an

                                       20
<PAGE>

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

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

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

         16.4.  Institutional  Trustee Vacancies.  If the Institutional  Trustee
ceases  to hold  office  for any  reason a vacancy  shall  occur.  A  resolution
certifying the existence of such vacancy by the  Institutional  Trustee shall be
conclusive  evidence of the  existence  of such  vacancy.  The vacancy  shall be
filled with a trustee appointed in accordance with 16.3.

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

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

                                       21
<PAGE>

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

         16.7. Delegation of Power.

                  16.7.1. 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 14.6; and

                  16.7.2. 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.

         16.8.  Conversion,  Consolidation or Succession to Business. Any Person
into which the Institutional Trustee may be merged or converted or with which it
may be  consolidated,  or any Person  resulting  from any merger,  conversion or
consolidation to which the Institutional Trustee shall be a party, or any Person
succeeding  to all or  substantially  all the  corporate  trust  business of the
Institutional  Trustee  shall  be the  successor  of the  Institutional  Trustee
hereunder,  provided such Person shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

Section 17.

DISTRIBUTIONS

         17.1. 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.

Section 18.

ISSUANCE OF SECURITIES

         18.1. General Provisions Regarding Securities.

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

                                       22
<PAGE>

                  18.1.2.  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.

                  18.1.3.  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.

                  18.1.4.  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.

                  18.1.5.  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.

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

         18.3.  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

                                       23
<PAGE>

acceptable  to the  Sponsor).  The Trust at the  direction of the Sponsor  shall
furnish  any such  legend  not  contained  in Exhibit  A-1 to the  Institutional
Trustee in writing.  Each Capital  Security shall be dated on or before the date
of its  authentication.  The terms and provisions of the Securities set forth in
Annex I and the forms of  Securities  set forth in Exhibits A-1 and A-2 are part
of the terms of this Declaration and to the extent applicable, the Institutional
Trustee,  the Administrators and the Sponsor, by their execution and delivery of
this  Declaration,  expressly agree to such terms and provisions and to be bound
thereby.  Capital  Securities  will be  issued  only in  blocks  having a stated
liquidation amount of not less than $500,000.00 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.

         18.4. Mutilated, Destroyed, Lost or Stolen Certificates.

         If:

                  18.4.1.  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

                  18.4.2.  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
18.4,  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.

         18.5. 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.

         18.6.  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.

         18.7. Rights of Holders; Waivers of Past Defaults.

                  18.7.1.  The  legal  title to the  Trust  Property  is  vested
exclusively in the Institutional Trustee (in its capacity as such) in accordance
with 14.5,  and the Holders shall not have any right or title therein other than
the undivided  beneficial interest in the assets of the Trust conferred by their
Securities

                                       24
<PAGE>

and they shall have no right to call for any  partition or division of property,
profits or rights of the Trust except as described  below.  The Securities shall
be personal  property giving only the rights  specifically set forth therein and
in this Declaration. The Securities shall have no preemptive or similar rights.

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

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

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

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

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

                           (iii) 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

                           (iv)  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

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

         Upon receipt by the  Institutional  Trustee of written notice declaring
such an  acceleration,  or rescission and annulment  thereof,  by Holders of any
part  of the  Capital  Securities,  a  record  date  shall  be  established  for
determining  Holders of outstanding  Capital Securities entitled to join in such
notice,  which  record  date  shall be at the close of  business  on the day the
Institutional  Trustee receives such notice. The Holders on such record date, or
their duly designated proxies, and only such Persons,  shall be entitled to join
in such notice,  whether or not such Holders  remain  Holders  after such record
date; provided, that

                                       25
<PAGE>

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 18.7.

                  18.7.3. Except as otherwise provided in paragraphs (a) and (b)
of this 18.7,  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.

Section 19.

DISSOLUTION AND TERMINATION OF TRUST

         19.1. Dissolution and Termination of Trust.

                  19.1.1. The Trust shall dissolve on the first to occur of:

                  (a)  unless  earlier   dissolved,   on  March  26,  2037,  the
         expiration of the term of the Trust;

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

                  (c) (other than in connection with a merger,  consolidation or
         similar  transaction not prohibited by the Indenture,  this Declaration
         or the Guarantee,  as the case may be) upon the filing of a certificate
         of dissolution or its equivalent with respect to the Sponsor,  upon the
         consent  of  Holders  of  a  Majority  in  liquidation  amount  of  the
         Securities  voting  together as a single class to file a certificate of
         cancellation  with respect to the Trust or upon the  revocation  of the
         charter of the Sponsor and the  expiration of 90 days after the date of
         revocation without a reinstatement thereof;

                  (d) upon the  distribution of the Debentures to the Holders of
         the Securities in accordance with Section 3 of Annex I;

                  (e) 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;

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

                  (g) 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

                                       26
<PAGE>

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

                  19.1.2.  As soon as is practicable  after the occurrence of an
event referred to in 19.1(a), and after satisfaction of liabilities to creditors
of the Trust as required by applicable  law,  including of the  Statutory  Trust
Act,  and subject to the terms set forth in Annex I, the  Institutional  Trustee
shall  terminate  the Trust by filing a  certificate  of  cancellation  with the
Secretary of State of the State of Connecticut.

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

Section 20.

TRANSFER OF INTERESTS

         20.1. General.

                  20.1.1.  Subject to 20.120.1.3,  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.

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

                  20.1.3.  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.

                  20.1.4.  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 18.6. 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.

                  20.1.5. The Trust shall not be required (i) to issue, register
the  transfer of, or exchange any  Securities  during a period  beginning at the
opening of business 15 days before the day of any

                                       27
<PAGE>

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.

         20.2. Transfer Procedures and Restrictions.

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

                  20.2.2.  Except as permitted by 20.2(a), each Capital Security
shall bear a legend (the "Restricted  Securities  Legend") in substantially  the
following  form and a  Capital  Security  shall  not be  transferred  except  in
compliance with such legend,  unless otherwise  determined by the Sponsor,  upon
the advice of counsel expert in securities  law, in accordance  with  applicable
law:

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

                                       28
<PAGE>

         ACCORDANCE  WITH THE  DECLARATION  OF  TRUST,  A COPY OF  WHICH  MAY BE
         OBTAINED FROM THE SPONSOR OR THE TRUST. HEDGING TRANSACTIONS  INVOLVING
         THIS  SECURITY  MAY NOT BE  CONDUCTED  UNLESS  IN  COMPLIANCE  WITH THE
         SECURITIES ACT.

                  THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO
         AGREES,  REPRESENTS  AND WARRANTS  THAT IT IS NOT AN EMPLOYEE  BENEFIT,
         INDIVIDUAL  RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT  SUBJECT TO
         TITLE I OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS
         AMENDED  ("ERISA"),  OR SECTION  4975 OF THE  INTERNAL  REVENUE CODE OF
         1986,  AS AMENDED  (THE  "CODE")  (EACH A "PLAN"),  OR AN ENTITY  WHOSE
         UNDERLYING  ASSETS  INCLUDE  "PLAN  ASSETS"  BY  REASON  OF ANY  PLAN'S
         INVESTMENT IN THE ENTITY,  AND NO PERSON INVESTING "PLAN ASSETS" OF ANY
         PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS
         SUCH  PURCHASER OR HOLDER IS ELIGIBLE FOR  EXEMPTIVE  RELIEF  AVAILABLE
         UNDER U.S.  DEPARTMENT OF LABOR PROHIBITED  TRANSACTION CLASS EXEMPTION
         96-23, 95-60,  91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE  EXEMPTION OR
         ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT  PROHIBITED BY SECTION
         406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH  PURCHASE
         OR HOLDING.  ANY PURCHASER OR HOLDER OF THE  SECURITIES OR ANY INTEREST
         THEREIN WILL BE DEEMED TO HAVE  REPRESENTED BY ITS PURCHASE AND HOLDING
         THEREOF  THAT EITHER (i) IT IS NOT AN EMPLOYEE  BENEFIT PLAN WITHIN THE
         MEANING OF SECTION  3(3) OF ERISA,  OR A PLAN TO WHICH  SECTION 4975 OF
         THE CODE IS  APPLICABLE,  A TRUSTEE OR OTHER PERSON 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  $500,000.00  (500
         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  $500,000.00  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.

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

                  20.2.4.  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.

                  20.2.5. 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

                                       29
<PAGE>

benefits under this Declaration as the Capital Securities  surrendered upon such
registration of transfer or exchange.

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

Section 21.

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

         21.1. Liability.

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

                  (a)  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

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

                  21.1.2.  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.

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

         21.2. Exculpation.

                  21.2.1. 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.

                  21.2.2.  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,

                                       30
<PAGE>

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.

         21.3. Fiduciary Duty.

                  21.3.1.   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.

                  21.3.2.  Whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                  (a) 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

                  (b) 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.

         21.4. Indemnification.

                  21.4.1.  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.

                  21.4.2.  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

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<PAGE>

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.

                  21.4.3.  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 21.4, 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.

                  21.4.4.  Any   indemnification   of  an  Administrator   under
paragraphs (a) and (b) of this 21.4 (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.

                  21.4.5.  To the  fullest  extent  permitted  by law,  expenses
(including  reasonable  attorneys' fees and expenses) incurred by an Indemnified
Person in defending a civil,  criminal,  administrative or investigative action,
suit or proceeding  referred to in paragraphs  (a) and (b) of this 21.4 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  21.4.
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.

                  21.4.6.  The  Institutional  Trustee,  at the  sole  cost  and
expense of the Sponsor,  retains the right to  representation  by counsel of its
own  choosing  in any  action,  suit or any  other  proceeding  for  which it is
indemnified  under  paragraphs (a) and (b) of this 21.4,  without  affecting its
right to  indemnification  hereunder or waiving any rights  afforded to it under
this Declaration or applicable law.

                  21.4.7.  The   indemnification  and  advancement  of  expenses
provided by, or granted pursuant to, the other paragraphs of this 21.4 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

                                       32
<PAGE>

between the Sponsor and each  Indemnified  Person who serves in such capacity at
any time while this 21.4 is in effect.  Any repeal or  modification of this 21.4
shall not affect any rights or obligations then existing.

                  21.4.8.  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 21.4.

                  21.4.9.  For purposes of this 21.4,  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 21.4 with
respect to the  resulting or  surviving  entity as he would have with respect to
such constituent entity if its separate existence had continued.

                  21.4.10.  The  indemnification  and  advancement  of  expenses
provided by, or granted pursuant to, this 21.4 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.

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

         21.6. Compensation; Fee. The Sponsor agrees:

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

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

         The provisions of this 21.6 shall survive the  dissolution of the Trust
and the  termination of this  Declaration  and the removal or resignation of the
Institutional Trustee.

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<PAGE>

         No Trustee may claim any lien or charge on any property of the Trust as
a result of any amount due pursuant to this 21.6.

Section 22.

ACCOUNTING

         22.1.  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.

         22.2. Certain Accounting Matters.

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

                  22.2.2. 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.

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

         22.3.  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.

         22.4.  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

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<PAGE>

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.

Section 23.

AMENDMENTS AND MEETINGS

         23.1. Amendments.

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

                  23.1.2.  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:

                  (a) the Institutional Trustee shall have first received

                           (i) 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

                           (ii) 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

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

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

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

                  23.1.3.  Except  as  provided  in  23.1(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.

                  23.1.4. 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.

                  23.1.5. 20.1 (b) and 8.1(c) and this 23.1 shall not be amended
without the consent of all of the Holders of the Securities.

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

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<PAGE>

                  23.1.7.  The rights of the Holders of the  Capital  Securities
under  Article IV to appoint and remove the  Institutional  Trustee shall not be
amended  without the consent of the Holders of a Majority in liquidation  amount
of the  Capital  Securities.  23.1.8.  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:

                  (a) cure any ambiguity;

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

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

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

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

         23.2. Meetings of the Holders of Securities; Action by Written Consent.

                  23.2.1. 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.

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

                  (a)  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

                                       36
<PAGE>

         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;

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

                  (c) 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).

Section 24.

REPRESENTATIONS OF INSTITUTIONAL TRUSTEE

         24.1.  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:

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

                  24.1.2.  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);

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<PAGE>

                  24.1.3.  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

                  24.1.4.   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 25.

MISCELLANEOUS

         25.1. 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:

                  25.1.1. 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):

                  First Financial (CA) Statutory Trust I
                  c/o First Financial Bancorp
                  701 South Ham Lane
                  Lodi, California  952742
                  Attention:  Leon J. Zimmerman
                  Telecopy:  209-367-6968

                  25.1.2.  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):

                  State Street Bank and Trust Company of Connecticut, National
                  Association
                  225 Asylum Street, Goodwin Square
                  Hartford, Connecticut  06103
                  Attention:  Vice President, Corporate Trust Department
                  Telecopy:  860-244-1889

                  With a copy to:

                  State Street Bank and Trust Company
                  P.O. Box 778
                  Boston, Massachusetts  02102-0778
                  Attention:  Paul D. Allen, Corporate Trust Department
                  Telecopy:  617-662-1462

                  25.1.3.  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):

                  First Financial Bancorp
                  701 South Ham Lane
                  Lodi, California  95242
                  Attention:  Leon J. Zimmerman
                  Telecopy:  209-367-6968

                                       38
<PAGE>

                  25.1.4. 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.

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

         25.3.  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.

         25.4. 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.

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

         25.6. 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.

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

                     Signatures appear on the following page


                                       39
<PAGE>

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

                            STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                            NATIONAL ASSOCIATION,
                            as Institutional Trustee


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


                            FIRST FINANCIAL BANCORP, as Sponsor


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


                            FIRST FINANCIAL (CA) STATUTORY TRUST I


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


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


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

                                       40
<PAGE>

                                     ANNEX I

                               TERMS OF SECURITIES

                  Pursuant to 18.1 of the Amended and  Restated  Declaration  of
Trust,  dated  as of  March  26,  2002  (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) 5,000 Floating Rate Capital  Securities of First Financial
(CA)  Statutory  Trust I (the  "Trust"),  with an aggregate  stated  liquidation
amount  with  respect  to the  assets  of the  Trust  of  Five  Million  Dollars
($5,000,000.00)  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) 155  Floating  Rate  Common  Securities  of the Trust (the
"Common   Securities")  will  be  evidenced  by  Common  Security   Certificates
substantially in the form of Exhibit A-2 to the  Declaration,  with such changes
and  additions  thereto or  deletions  therefrom  as may be required by ordinary
usage, custom or practice.

         2. Distributions.

                  (a)  Distributions  will be payable on each  Security  for the
period beginning on (and including) the date of original  issuance and ending on
(but  excluding)  June 26,  2002 at a rate per  annum of 5.59%  and  shall  bear
interest for each successive  period beginning on (and including) June 26, 2002,
and each succeeding Distribution Payment Date, and ending on (but excluding) the
next succeeding  Distribution Payment Date (each, a "Distribution  Period") at a
rate per annum equal to the 3-Month LIBOR,  determined as described below,  plus
3.60% (the "Coupon Rate"); provided,  however, that prior to March 26, 2007, the
Coupon Rate shall not exceed 11.00%,  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 for more than one
quarterly  period  will  bear  interest  thereon  compounded  quarterly  at  the
applicable Distribution Rate (to the extent permitted by law). A Distribution is
payable only to the extent that  payments are made in respect of the  Debentures
held by the Institutional  Trustee and to the extent the  Institutional  Trustee
has funds available therefor. In the event that any date on which a Distribution
is payable on the  Securities  is not a Business  Day,  then payment of interest
payable  on such  date  shall  be made on the  next  succeeding  day  which is a
Business Day (and  without any interest or other  payment in respect of any such
delay),  except that,  if such Business Day is in the next  succeeding  calendar
year, such payment shall be made on the immediately  preceding  Business Day, in
each case with the same force and effect as if made on the date such payment was
originally  payable.  The amount of interest payable for any Distribution Period
will  be  calculated  by  applying  the  Coupon  Rate  to the  principal  amount
outstanding at the commencement of the Distribution  Period and multiplying each
such amount by the actual number of days in the  Distribution  Period  concerned
divided by 360. All percentages  resulting from any  calculations on the Capital
Securities will be rounded, if necessary,  to the nearest one hundred-thousandth
of a percentage  point,  with five  one-millionths of a percentage point rounded
upward (e.g.,  9.876545% or .09876545 being rounded to 9.87655% or .0987655, and
all dollar

                                       I-1
<PAGE>

amounts  used in or  resulting  from such  calculation  will be  rounded  to the
nearest cent (with one-half cent being rounded upward)).

                  (b)  Distributions on the Securities will be cumulative,  will
accrue  from the date of  original  issuance,  and will be  payable,  subject to
extension of  distribution  payment  periods as described  herein,  quarterly in
arrears  on March  26,  June 26,  September  26 and  December  26 of each  year,
commencing on June 26, 2002 (each a "Distribution Payment Date") when, as and if
available for payment. The Debenture Issuer has the right under the Indenture to
defer payments of interest on the  Debentures,  so long as no Indenture Event of
Default has occurred and is continuing,  by deferring the payment of interest on
the Debentures for up to 20  consecutive  quarterly  periods (each an "Extension
Period") at any time and from time to time, subject to the conditions  described
below,  although such interest would continue to accrue on the Debentures at the
Distribution  Rate compounded  quarterly (to the extent permitted by law) during
any  Extension  Period.  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,  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. 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

                                       I-2
<PAGE>

payable  (after giving  effect to any  Extension  Period) to the extent that the
Trust has funds available for the payment of such  distributions in the Property
Account of the Trust.  The  Trust's  funds  available  for  Distribution  to the
Holders  of the  Securities  will be  limited  to  payments  received  from  the
Debenture  Issuer.  The payment of Distributions out of moneys held by the Trust
is guaranteed by the Guarantor pursuant to the Guarantee.

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

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

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

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

                                      I-3
<PAGE>

         If a Liquidation  of the Trust occurs as described in clause (i), (ii),
(iii) or (v) in 19.1.1 of the Declaration,  the Trust shall be liquidated by the
Institutional  Trustee as  expeditiously  as it  determines  to be  possible  by
distributing,  after  satisfaction  of liabilities to creditors of the Trust, to
the Holders of the Securities,  the Debentures on a Pro Rata basis to the extent
not satisfied by the Debenture Issuer, unless such distribution is determined by
the Institutional Trustee not to be practical,  in which event such Holders will
be entitled to receive out of the assets of the Trust available for distribution
to the Holders,  after  satisfaction of liabilities of creditors of the Trust to
the  extent  not  satisfied  by the  Debenture  Issuer,  an amount  equal to the
Liquidation  Distribution.  An early Liquidation of the Trust pursuant to clause
(iv) of 19.1.1  of the  Declaration  shall  occur if the  Institutional  Trustee
determines that such Liquidation is possible by distributing, after satisfaction
of liabilities to creditors of 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,  and (iii) any certificates representing
the  Securities  still  outstanding  will  be  deemed  to  represent   undivided
beneficial  interests in such of the  Debentures as have an aggregate  principal
amount equal to the aggregate  stated  liquidation  amount with an interest rate
identical to the  Distribution  Rate of, and bearing accrued and unpaid interest
equal to  accrued  and  unpaid  distributions  on,  the  Securities  until  such
certificates  are presented to the Debenture Issuer or its agent for transfer or
reissuance  (and until such  certificates  are so  surrendered,  no  payments of
interest or principal  shall be made to Holders of  Securities in respect of any
payments  due and payable  under the  Debentures;  provided,  however  that such
failure  to pay  shall not be  deemed  to be an Event of  Default  and shall not
entitle  the Holder to the  benefits of the  Guarantee),  and (iv) all rights of
Holders of Securities  under the  Declaration  shall cease,  except the right of
such Holders to receive  Debentures upon surrender of certificates  representing
such Securities.

         4. Redemption and Distribution.

                  (a)  The  Debentures  will  mature  on  March  26,  2032.  The
Debentures may be redeemed by the Debenture  Issuer,  in whole or in part at any
time and from time to time on or after March 26, 2007, at the Redemption  Price.
In  addition,  the  Debentures  may be redeemed by the  Debenture  Issuer at the
Special Redemption Price, in whole but not in part, at any Distribution  Payment
Date,  upon the occurrence and  continuation  of a Special Event within 120 days
following the occurrence of such Special Event at the Special  Redemption Price,
upon  not  less  than 30 nor  more  than 60  days'  notice  to  holders  of such
Debentures so long as such Special Event is continuing.  In each case, the right
of the  Debenture  Issuer to redeem the  Debentures  is subject to the Debenture
Issuer having received prior approval from the Federal Reserve (if the Debenture
Issuer  is a bank  holding  company)  or  prior  approval  from  the OTS (if the
Debenture  Issuer is a savings and loan holding  company),  in each case if then
required  under  applicable  capital  guidelines  or policies of the  applicable
federal agency.

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

                  (1) the rate  (expressed  as a percentage  per annum) for U.S.
         dollar deposits having a three-month  maturity that appears on Telerate
         Page 3750 as of 11:00 a.m.  (London time) on the

                                      I-4
<PAGE>

         related  Determination  Date (as defined  below).  "Telerate Page 3750"
         means the display  designated as "Page 3750" on the Dow Jones  Telerate
         Service or such other page as may replace  Page 3750 on that service or
         such other  service or  services  as may be  nominated  by the  British
         Bankers'  Association  as the  information  vendor  for the  purpose of
         displaying London interbank offered rates for U.S. dollar deposits;

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

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

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

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

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

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

                                      I-5
<PAGE>

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

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

         "Maturity Date" means March 26, 2032.

         "Redemption  Date"  shall  mean the date  fixed for the  redemption  of
Capital  Securities,  which shall be March 26, June 26, September 26 or December
26 commencing March 26, 2007.

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

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

         "Special  Redemption  Date" means a Redemption  Date on which a Special
Event redemption occurs.

         "Special  Redemption Price" means (i) 107.5% of the principal amount of
the Debentures  being redeemed on a Redemption Date that occurs before March 26,
2007 and (ii) 100% of the principal amount of the Debentures being redeemed on a
Redemption  Date that  occurs on March 26,  2007 or after,  plus,  in each case,
accrued and unpaid interest on such Debentures to the Redemption Date.

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

                  (b) Upon the  repayment in full at maturity or  redemption  in
whole or in part of the Debentures (other than following the distribution of the
Debentures to the Holders of the  Securities),  the

                                      I-6
<PAGE>

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

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

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

                  (e) Redemption or Distribution Procedures.

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

                           (ii) If the  Securities  are to be  redeemed  and the
         Trust gives a Redemption/ Distribution Notice, which notice may only be
         issued if the  Debentures  are redeemed as set out in this  paragraph 4
         (which   notice  will  be   irrevocable),   then,   provided  that  the
         Institutional  Trustee has a  sufficient  amount of cash in  connection
         with  the  related  redemption  or  maturity  of  the  Debentures,  the
         Institutional Trustee will pay the relevant Redemption Price or Special
         Redemption  Price, as applicable,  to the Holders of such Securities by
         check mailed to the address of each such Holder  appearing on the books
         and   records   of  the   Trust   on   the   Redemption   Date.   If  a
         Redemption/Distribution   Notice   shall  have  been  given  and  funds
         deposited as required then  immediately  prior to the close of business
         on the date of such deposit  Distributions  will cease to accrue on the
         Securities so called for  redemption  and all rights of Holders of such
         Securities so called for redemption will cease, except the right of the
         Holders of such Securities to receive the applicable  Redemption  Price
         or Special  Redemption  Price  specified in paragraph 4(a), but without
         interest on such Redemption Price or Special  Redemption  Price. If any
         date fixed for  redemption  of  Securities  is not a Business Day, then
         payment  of any such  Redemption  Price  or  Special  Redemption  Price
         payable on such date will be made on the next  succeeding day that is a
         Business Day (and  without any interest or other  payment in respect of
         any such delay)  except  that,  if such  Business Day falls in the next
         calendar year, such payment will be made on the  immediately  preceding
         Business Day, in each case with the same force and effect as if made on
         such date fixed for redemption.  If payment of the Redemption  Price or
         Special  Redemption  Price in respect of any  Securities  is improperly
         withheld  or  refused  and  not  paid  either  by the  Trust  or by the
         Debenture Issuer as guarantor pursuant to the Guarantee,  Distributions
         on such  Securities

                                      I-7
<PAGE>

         will  continue  to accrue at the  Distribution  Rate from the  original
         Redemption Date to the actual date of payment, in which case the actual
         payment  date will be  considered  the date  fixed for  redemption  for
         purposes of  calculating  the  Redemption  Price or Special  Redemption
         Price. In the event of any redemption of the Capital  Securities issued
         by the Trust in part,  the Trust  shall not be  required  to (i) issue,
         register  the  transfer of or  exchange  any  Security  during a period
         beginning at the opening of business 15 days before any  selection  for
         redemption  of the  Capital  Securities  and  ending  at the  close  of
         business  on  the  earliest  date  on  which  the  relevant  notice  of
         redemption  is deemed to have been given to all  Holders of the Capital
         Securities  to be so  redeemed  or (ii)  register  the  transfer  of or
         exchange any Capital Securities so selected for redemption, in whole or
         in part except for the  unredeemed  portion of any  Capital  Securities
         being redeemed in part.

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

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

         5. Voting Rights - Capital Securities.

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

                  (b) Subject to the  requirements of obtaining a tax opinion by
the  Institutional  Trustee  in  certain  circumstances  set  forth  in the last
sentence of this paragraph,  the Holders of a Majority in liquidation  amount of
the Capital  Securities,  voting separately as a class, have the right to direct
the  time,  method,  and  place of  conducting  any  proceeding  for any  remedy
available  to the  Institutional  Trustee,  or  exercising  any  trust  or power
conferred upon the  Institutional  Trustee under the Declaration,  including the
right to direct the Institutional  Trustee, as holder of the Debentures,  to (i)
exercise  the  remedies  available  under  the  Indenture  as the  holder of the
Debentures,  (ii) waive any past default that is waivable  under the  Indenture,
(iii) exercise any right to rescind or annul a declaration that the principal of
all the Debentures shall be due and payable or (iv) consent on behalf of all the
Holders of the Capital Securities to any amendment,  modification or termination
of the  Indenture  or the  Debentures  where  such  consent  shall be  required;
provided,  however,  that,  where a consent or action under the Indenture  would
require the consent or act of the holders of greater  than a simple  majority in
aggregate  principal amount of Debentures (a "Super Majority") affected thereby,
the Institutional  Trustee may only give such consent or take such action at the
written  direction  of the  Holders of at least the  proportion  in  liquidation
amount of the Capital  Securities  outstanding which the relevant Super Majority
represents of the aggregate principal amount of the Debentures  outstanding.  If
the Institutional Trustee fails to enforce its rights under the Debentures after
the Holders of a Majority in liquidation  amount of such Capital Securities have
so directed the Institutional Trustee, to the fullest extent permitted by law, a
Holder of the  Capital  Securities  may  institute a legal  proceeding  directly
against the Debenture Issuer to enforce the Institutional Trustee's rights under
the  Debentures  without  first  instituting  any legal  proceeding  against the
Institutional  Trustee  or any  other  person  or  entity.  Notwithstanding  the
foregoing,  if an Event of Default has occurred and is continuing and such event
is  attributable  to the  failure of the  Debenture  Issuer to pay  interest  or
principal on the Debentures on the date the interest or principal is payable (or
in the case of redemption,  the

                                      I-8
<PAGE>

Redemption Date), 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
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

                                      I-9
<PAGE>

Declaration,  Holders of Capital  Securities  have the right to vote to appoint,
remove or replace the Institutional Trustee.

         6. Voting Rights - Common Securities.

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

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

                  (c)  Subject  to 18.7 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) waive any past  default and its
consequences  that is waivable under the Indenture,  or (iii) exercise any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable; provided, however, that, where a consent or action under the
Indenture would require a Super  Majority,  the  Institutional  Trustee may only
give such consent or take such action at the written direction of the Holders of
at least the proportion in liquidation amount of the Common Securities which the
relevant  Super  Majority  represents of the aggregate  principal  amount of the
Debentures  outstanding.  Notwithstanding this paragraph 6(c), the Institutional
Trustee shall not revoke any action previously  authorized or approved by a vote
or consent of the Holders of the Capital Securities.  Other than with respect to
directing the time, method and place of conducting any proceeding for any remedy
available to the  Institutional  Trustee or the  Debenture  Trustee as set forth
above,  the  Institutional  Trustee shall not take any action  described in (i),
(ii) or (iii) above, unless the Institutional Trustee has obtained an opinion of
tax counsel to the effect that for the purposes of United States  federal income
tax the Trust will not be classified as other than a grantor trust on account of
such action. If the Institutional  Trustee fails to enforce its rights under the
Declaration  to the fullest  extent  permitted  by law, any Holder of the Common
Securities  may  institute  a legal  proceeding  directly  against any Person to
enforce the Institutional Trustee's rights under the Declaration,  without first
instituting a legal proceeding  against the  Institutional  Trustee or any other
Person.

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

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

                                      I-10
<PAGE>

         7. Amendments to Declaration and Indenture.

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

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

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

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

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

         9.  Ranking.  The Capital  Securities  rank pari passu with and payment
thereon shall be made Pro Rata with the Common  Securities except that, where an
Event of Default has  occurred and is  continuing,

                                      I-11
<PAGE>

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 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 the full amount of such  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 of, the Capital  Securities then
due and payable.

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

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

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

                                      I-12
<PAGE>

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

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

                                     A-1-1
<PAGE>

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  $500,000.00  (500 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 $500,000.00 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                5,000 Capital Securities

                                 March 26, 2002

             Certificate Evidencing Floating Rate Capital Securities

                                       of

                        First Financial Statutory Trust I

               (liquidation amount $1,000.00 per Capital Security)

         First Financial  Statutory Trust I, a statutory trust created under the
laws of the State of Connecticut (the "Trust"), hereby certifies that Hare & Co.
(the "Holder"),  as the nominee of The Bank of New York, indenture trustee under
the  Indenture  dated as of March 26, 2002 among  Preferred  Term  Securities V,
Ltd.,  Preferred  Term  Securities  V,  Inc.  and The Bank of New  York,  is the
registered owner of 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  designation,
rights, privileges, restrictions,  preferences and other terms and provisions of
the Capital  Securities  represented hereby are issued pursuant to, and shall in
all  respects  be  subject  to,  the  provisions  of the  Amended  and  Restated
Declaration of Trust of the Trust dated as of March 26, 2002,  among Benjamin R.
Goehring,  Weldon D. Schumacher and Leon J. Zimmerman as  Administrators,  State
Street  Bank  and  Trust  Company  of  Connecticut,   National  Association,  as
Institutional Trustee, First Financial Bancorp, 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 Trust at its principal  place
of business.

                                     A-1-2
<PAGE>

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

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

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

                       Signatures appear on following page

                                     A-1-3

<PAGE>


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

                                          FIRST FINANCIAL (CA) STATUTORY TRUST I



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


                          CERTIFICATE OF AUTHENTICATION

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


                                          STATE STREET BANK AND TRUST COMPANY OF
                                          CONNECTICUT, NATIONAL ASSOCIATION,
                                          as the Institutional Trustee


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

                                     A-1-4

<PAGE>


                          [FORM OF REVERSE OF SECURITY]

         Distributions  payable on each Capital  Security  will be payable at an
annual rate equal to 5.59%  beginning  on (and  including)  the date of original
issuance and ending on (but  excluding)  June 26, 2002 and at an annual rate for
each  successive  period  beginning on (and  including)  June 26, 2002, and each
succeeding  Distribution  Payment Date,  and ending on (but  excluding) the next
succeeding  Distribution Payment Date (each a "Distribution  Period"),  equal to
3-Month LIBOR,  determined as described  below,  plus 3.60% (the "Coupon Rate");
provided,  however,  that prior to March 26,  2007,  the  Coupon  Rate shall not
exceed 11.00%, 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  for more than a
quarterly  period  will  bear  interest  thereon  compounded  quarterly  at  the
Distribution  Rate  (to the  extent  permitted  by  applicable  law).  The  term
"Distributions"  as used herein includes  payments of Interest and any principal
on the Debentures held by the  Institutional  Trustee unless otherwise stated. A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held  by  the  Institutional  Trustee  and to  the  extent  the
Institutional   Trustee  has  funds   available   therefor.   As  used   herein,
"Determination  Date" means the date that is two London  Banking  Days (i.e.,  a
business day in which dealings in deposits in U.S. dollars are transacted in the
London interbank market) preceding the commencement of the relevant Distribution
Period.  In the event that any date on which a  Distribution  is payable on this
Capital  Security  is not a Business  Day,  then a payment  of the  Distribution
payable on such date will be made on the next succeeding day which is a Business
Day (and  without  any  Distribution  or other  payment  in  respect of any such
delay),  except that,  if such Business Day is in the next  succeeding  calendar
year, such payment shall be made on the immediately  preceding  Business Day, in
each case with the same force and effect as if made on the date the  payment was
originally  payable.  The amount of interest payable for any Distribution Period
will  be  calculated  by  applying  the  Coupon  Rate  to the  principal  amount
outstanding at the commencement of the Distribution  Period and multiplying each
such amount by the actual number of days in the  Distribution  Period  concerned
divided by 360.

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

                                     A-1-5
<PAGE>

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

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

         Except as  otherwise  described  below,  Distributions  on the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 26, June 26, September 26 and
December 26 of each year,  commencing on June 26, 2002. The Debenture Issuer has
the right under the Indenture to defer payments of interest on the Debentures by
extending the interest payment period for up to 20 consecutive quarterly periods
(each an  "Extension  Period")  on the  Debentures,  subject  to the  conditions
described  below,  although  such  interest  would  continue  to  accrue  on the
Debentures at an annual rate equal to the Distribution Rate compounded quarterly
to the extent permitted by law during any Extension  Period. 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.  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-1 155                   Common Securities

                                 March 26, 2002

             Certificate Evidencing Floating Rate Common Securities

                                       of

                     First Financial (CA) Statutory Trust I

         First Financial (CA) Statutory Trust I, a statutory trust created under
the laws of the State of Connecticut (the "Trust"),  hereby certifies that First
Financial Bancorp (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 designation,  rights, privileges,  restrictions,
preferences and other terms and provisions of the Common Securities  represented
hereby are issued  pursuant  to, and shall in all  respects  be subject  to, the
provisions of the Amended and Restated  Declaration  of Trust of the Trust dated
as of March 26, 2002, among Benjamin R. Goehring,  Weldon D. Schumacher and Leon
J.  Zimmerman,  as  Administrators,  State  Street  Bank and  Trust  Company  of
Connecticut,  National Association,  as Institutional  Trustee,  First Financial
Bancorp 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, where an Event of Default has occurred
and is  continuing,  the rights of Holders  of Common  Securities  to payment in
respect of Distributions and payments upon Liquidation,  redemption or otherwise
are subordinated to the rights of payment of Holders of the Capital Securities.

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

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

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

                                     A-2-1
<PAGE>


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

                                      FIRST FINANCIAL (CA) STATUTORY TRUST I


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



                                     A-2-2
<PAGE>


                          [FORM OF REVERSE OF SECURITY]

         Distributions  payable on each Common  Security  will be  identical  in
amount to the  Distributions  payable on each Capital  Security,  which is at an
annual rate equal to 5.59%  beginning  on (and  including)  the date of original
issuance and ending on (but  excluding)  June 26, 2002 and at an annual rate for
each  successive  period  beginning on (and  including)  June 26, 2002, and each
succeeding  Distribution  Payment Date,  and ending on (but  excluding) the next
succeeding  Distribution Payment Date (each a "Distribution  Period"),  equal to
3-Month LIBOR,  determined as described  below,  plus 3.60% (the "Coupon Rate");
provided,  however,  that prior to March 26,  2007,  the  Coupon  Rate shall not
exceed 11.00%,  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 for more than one
period will bear interest thereon  compounded at the  Distribution  Rate (to the
extent  permitted by applicable  law). The term  "Distributions"  as used herein
includes  payments of Interest and any principal on the  Debentures  held by the
Institutional Trustee unless otherwise stated. A Distribution is payable only to
the extent  that  payments  are made in respect  of the  Debentures  held by the
Institutional  Trustee  and to the extent the  Institutional  Trustee  has funds
available therefor. As used herein,  "Determination Date" means the date that is
two London  Banking Days (i.e.,  a business day in which dealings in deposits in
U.S.  dollars are  transacted  in the London  interbank  market)  preceding  the
commencement of the relevant  Distribution Period. In the event that any date on
which a Distribution  is payable on this Common  Security is not a Business Day,
then a payment of the Distribution payable on such date will be made on the next
succeeding  day which is a Business Day (and without any  Distribution  or other
payment in respect of any such delay),  except that,  if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding  Business  Day, in each case with the same force and effect as if made
on the date the payment was originally  payable.  The amount of interest payable
for any  Distribution  Period will be  calculated by applying the Coupon Rate to
the principal amount outstanding at the commencement of the Distribution  Period
and  multiplying  each  such  amount  by  the  actual  number  of  days  in  the
Distribution Period concerned divided by 360.

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

                                     A-2-3
<PAGE>

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

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

         Except  as  otherwise  described  below,  Distributions  on the  Common
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 26, June 26, September 26 and
December 26 of each year,  commencing on June 26, 2002. The Debenture Issuer has
the right under the Indenture to defer payments of interest on the Debentures by
extending the interest payment period for up to 20 consecutive quarterly periods
(each an  "Extension  Period")  on the  Debentures,  subject  to the  conditions
described  below,  although  such  interest  would  continue  to  accrue  on the
Debentures at an annual rate equal to the Distribution Rate compounded quarterly
to the extent permitted by law during any Extension  Period. No Extension Period
may end on a date other than an Interest  Payment  Date.  At the end of any such
Extension  Period the Sponsor  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 Sponsor 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 Sponsor 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.  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  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


                                      B-1
<PAGE>



                                    EXHIBIT C

                               PLACEMENT AGREEMENT




                                       2