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                                                                     EXHIBIT 4.4








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                              DECLARATION OF TRUST

                         LOCAL FINANCIAL CAPITAL TRUST I

                           DATED AS OF AUGUST 17, 1999

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                                TABLE OF CONTENTS


                                                                          PAGE

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1    Definitions...................................................1

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1    Name..........................................................3
SECTION 2.2    Office........................................................4
SECTION 2.3    Purpose.......................................................4
SECTION 2.4    Authority.....................................................4
SECTION 2.5    Title to Property of the Trust................................4
SECTION 2.6    Powers of the Administrative Trustees.........................4
SECTION 2.7    Filing of Certificate of Trust................................6
SECTION 2.8    Duration of Trust.............................................6
SECTION 2.9    Responsibilities of the Sponsor...............................6
SECTION 2.10   Declaration Binding on Holders of Securities..................6

                                   ARTICLE III
                                    TRUSTEES

SECTION 3.1    Trustees......................................................6
SECTION 3.2    Delaware Trustee..............................................7
SECTION 3.3    Execution of Documents........................................7
SECTION 3.4    Not Responsible for Recitals or Sufficiency of Declaration....8

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

SECTION 4.1    Exculpation...................................................8
SECTION 4.2    Fiduciary Duty................................................8
SECTION 4.3    Indemnification...............................................9
SECTION 4.4    Outside Businesses...........................................12

                                    ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1    Amendments...................................................12
SECTION 5.2    Termination of Trust.........................................12
SECTION 5.3    Governing Law................................................13
SECTION 5.4    Headings.....................................................13
SECTION 5.5    Successors and Assigns.......................................13
SECTION 5.6    Partial Enforceability.......................................13
SECTION 5.7    Counterparts.................................................13


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                              DECLARATION OF TRUST
                                       OF
                         LOCAL FINANCIAL CAPITAL TRUST I

                                 August 17, 1999

      DECLARATION OF TRUST ("Declaration") dated and effective as of August 17,
1999 by the Trustees (as defined herein), the Sponsor (as defined herein), and
by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;

      WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Business Trust Act (as defined herein) for the sole
purpose of (i) issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust, (ii) holding certain Debentures
of the Debenture Issuer (each as defined herein) and (iii) engaging in only
those other activities that are necessary or incidental thereto; and

      NOW, THEREFORE, it being the intention of the parties hereto that the
Trust constitute a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1    DEFINITIONS.

               Unless the context otherwise requires:

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

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

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

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

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

                     (f)   a reference to any Person shall include its
                           successors and assigns;

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                     (g)   a reference to any agreement or instrument shall mean
                           such agreement or instrument as supplemented,
                           modified, amended and restated and in effect from
                           time to time; and

                     (h)   a reference to any statute, law, rule or regulation,
                           shall include any amendments thereto and any
                           successor, statute, law, rule or regulation.

               "ADMINISTRATIVE TRUSTEES" means any Trustee other than the
Delaware Trustee and the Property Trustee.

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

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

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

               "CAPITAL SECURITY" means a security representing an undivided
interest in the assets of the Trust with such terms as may be set out in any
amendment to this Declaration.

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

               "COMMON SECURITY" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set out
in any amendment to this Declaration.

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

               "COVERED PERSON" means any officer, director, shareholder,
partner, member, representative, employee or agent of the Trust or the Trust's
Affiliates.

               "DEBENTURE ISSUER" means Local in its capacity as the issuer of
the Debentures under the Indenture.

               "DEBENTURES" means Debentures to be issued by the Debenture
Issuer and acquired by the Trust.

               "DEBENTURE TRUSTEE" means the original trustee under the
Indenture until a successor is appointed thereunder, and thereafter means any
such successor trustee.


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               "DELAWARE TRUSTEE" has the meaning set forth in Section 3.1.

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

               "FIDUCIARY INDEMNIFIED PERSON" has the meaning set forth in
Section 4.3(b).

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

               "INDENTURE" means the indenture to be entered into between the
Debenture Issuer and the Debenture Trustee pursuant to which the Debentures are
to be issued.

               "LOCAL" means Local Financial Corporation, a Delaware
corporation, or any successor entity in a merger.

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

               "PROPERTY TRUSTEE" has the meaning set forth in Section 3.1.

               "SECURITIES" means collectively 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.

               "SPONSOR" means Local in its capacity as sponsor of the Trust.

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

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1    NAME.

               The Trust created by this Declaration is named "Local Financial
Capital Trust I". The Trust's activities may be conducted under the name of the
Trust or any other name deemed advisable by the Administrative Trustees.


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SECTION 2.2    OFFICE.

               The address of the principal office of the Trust is Local
Financial Capital Trust I, c/o Sponsor, 3601 NW 63rd Street, Oklahoma City,
Oklahoma 73116, Attention: Richard L. Park, Administrative Trustee. On ten
Business Days written notice to the holders of the Securities and the Delaware
Trustee, the Administrative Trustees may designate another principal office.

SECTION 2.3    PURPOSE.

               The exclusive purposes and functions of the Trust are (a) to
issue and sell Securities, (b) to purchase and hold certain Debentures of the
Debenture Issuer and (c) to engage in only those other activities necessary,
advisable or incidental thereto. The Trust shall not borrow money, issue debt or
reinvest proceeds derived from investments, pledge any of it assets, or
otherwise undertake (or permit to be undertaken) any activity that would cause
the Trust not to be classified for United States federal income tax purposes as
a grantor Trust.

SECTION 2.4    AUTHORITY.

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

SECTION 2.5    TITLE TO PROPERTY OF THE TRUST.

               Legal title to all assets of the Trust shall be vested in the
Trust.

SECTION 2.6    POWERS OF THE ADMINISTRATIVE TRUSTEES.

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

               (a) to issue and sell the Capital Securities and the Common
Securities in accordance with this Declaration; PROVIDED, HOWEVER, that the
Trust may issue no more than one series of Capital Securities and no more than
one series of Common Securities, and, PROVIDED, FURTHER, that there shall be no
interests in the Trust other than the Securities;

               (b) in connection with the issue and sale of the Capital
Securities, at the direction of the Sponsor, to:

                     (i)   file with the Commission (the "Commission") and
                           execute, on behalf of the Trust: (a) a Registration
                           Statement on Form S-3, or other appropriate form (the
                           "1933 Act Registration Statement"), including
                           pre-effective or post-effective amendments to the


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                           1933 Act Registration Statement, relating to the
                           registration under the Securities Act of 1933, as
                           amended (the "1933 Act"), of the Capital Securities
                           of the Trust, (b) any preliminary prospectus or
                           prospectus or supplement thereto relating to the
                           Capital Securities required to be filed pursuant to
                           the 1933 Act, and (c) a Registration Statement on
                           Form 8-A or other appropriate form (the "1934 Act
                           Registration Statement") (including all pre-effective
                           and post-effective amendments thereto) relating to
                           the registration of the Capital Securities of the
                           Trust under the Securities Exchange Act of 1934, as
                           amended;

                     (ii)  execute and file with the Nasdaq National Market or
                           other exchange, and execute on behalf of the Trust a
                           listing application and all other applications,
                           statements, certificates, agreements and other
                           instruments as shall be necessary or desirable to
                           cause the Capital Securities to be listed on the
                           Nasdaq National Market or such other exchange;

                     (iii) execute and file and execute on behalf of the Trust
                           such applications, reports, surety bonds, irrevocable
                           consents, appointments of attorney for service of
                           process and other papers and documents as shall be
                           necessary or desirable to register the Capital
                           Securities under the securities or "Blue Sky" laws of
                           such jurisdictions as the Sponsor, on behalf of the
                           Trust, may deem necessary or desirable;

                     (iv)  execute, deliver and perform on behalf of the Trust
                           an underwriting agreement with the Sponsor and the
                           underwriter or underwriters of the Capital Securities
                           of the Trust;

                     (v)   execute and enter into a subscription agreement,
                           providing for the sale of the Common Securities;

                     (vi)  execute and deliver letters, documents, or
                           instruments with The Depository Trust Company
                           relating to the Capital Securities;

               (c) to employ or otherwise engage employees and agents (who may
be designated as officers with titles) and managers, contractors, advisors, and
consultants and provide for reasonable compensation for such services;

               (d) to incur expenses that are necessary or incidental to carry
out any of the purposes of this Declaration, which expenses shall be paid for
the Sponsor in all respects; and

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


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SECTION 2.7    FILING OF CERTIFICATE OF TRUST.

               On or after the date of execution of this Declaration, the
Trustees shall cause the filing of the Certificate of Trust for the Trust in the
form attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

SECTION 2.8    DURATION OF TRUST.

               The Trust, absent termination pursuant to the provisions of
Section 5.2, shall have existence for thirty-one (31) years from the date
hereof.

SECTION 2.9    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 the
following activities:

               (a) to prepare the 1933 Act Registration Statement, any
preliminary prospectus or prospectus or supplement thereto with respect to the
Capital Securities, the 1934 Act Registration Statement and the American Stock
Exchange listing application, including in each case, any amendments or
supplements thereto;

               (b) 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

               (c) to negotiate the terms of subscription agreement and the
underwriting agreement with the underwriter or underwriters providing for the
sale of the Common Securities and Capital Securities, respectively.

SECTION 2.10   DECLARATION BINDING ON HOLDERS OF SECURITIES.

               Every Person by virtue of having become a holder of a Security or
any interest therein in accordance with the terms of this Declaration, shall be
bound by this Declaration.

                                  ARTICLE III
                                    TRUSTEES

SECTION 3.1    TRUSTEES.

               The number of Trustees initially shall be four (4), and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor. The Sponsor is
entitled to appoint or remove without cause any Trustee at any time; PROVIDED,
HOWEVER that the number of Trustees shall in no event be less than two (2);
PROVIDED FURTHER that (1) one Trustee, in the case of a natural person, shall be
a person who is a resident of the State of Delaware or which, if not a natural
person, is an entity which has its


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principal place of business in the Statement of Delaware (the "Delaware
Trustee") and (2) there shall be at least one Administrative Trustee who is an
officer of the Sponsor.

               Except as expressly set forth in this Declaration, if there are
more than two Administrative Trustees, any power of such Administrative Trustees
may be exercised by, or with the consent of, a majority of such Administrative
Trustees; PROVIDED that if there are two Administrative Trustees, any power of
such Administrative Trustees shall be exercised by both Administrative Trustees;
PROVIDED FURTHER that if there is only one Administrative Trustee, all powers of
the Administrative Trustees shall be exercised by such one Administrative
Trustee.

            The initial Administrative Trustee(s) shall be:

                  Edward A. Townsend
                  Jan A. Norton
                  Richard L. Park

            The initial Delaware Trustee shall be:

                  The Bank of New York (Delaware)

               Prior to the issuance of the Capital Securities and Common
Securities, the Sponsor shall appoint another trustee (the "Property Trustee")
meeting the requirements of the Trust Indenture Act of 1939, as amended, by the
execution of an amendment to this Declaration executed by the Administrative
Trustees, the Sponsor, the Property Trustee and the Delaware Trustee.

SECTION 3.2    DELAWARE TRUSTEE.

               Notwithstanding any other provision of this Declaration, the
Delaware Trustee shall not be entitled to exercise any of the powers, nor shall
the Delaware Trustee have any of the duties and responsibilities, of the
Administrative Trustees described in this Declaration. The Delaware Trustee
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of ss. 3807 of the Business Trust Act. Notwithstanding anything
herein to the contrary, the Delaware Trustee shall not be liable for the acts or
omissions to act of the Trust or of the Administrative Trustees except such acts
as the Delaware Trustee is expressly obligated or authorized to undertake under
this Declaration or the Business Trust Act and except for the negligence or
willful misconduct of the Delaware Trustee.

SECTION 3.3    EXECUTION OF DOCUMENTS.

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

               (b) an Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the


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purposes of signing any documents which the Administrative Trustees have power
and authority to cause the Trust to execute pursuant to Section 2.6.

SECTION 3.4    NOT RESPONSIBLE FOR RECITALS OR SUFFICIENCY OF DECLARATION.

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

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

SECTION 4.1    EXCULPATION.

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

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

SECTION 4.2    FIDUCIARY DUTY.

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

               (b) unless otherwise expressly provided herein:


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

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

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

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

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

SECTION 4.3    INDEMNIFICATION.

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


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believed to be in or not opposed to the best interests of the Trust, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

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

               (iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 4.3(a), or in defense of any claim, issue or matter therein, he
shall be indemnified, to the full extent permitted by law, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

               (iv) Any indemnification under paragraphs (i) and (ii) of this
Section 4.3(a) (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
Company Indemnified Person is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (i) and (ii). Such
determination shall be made (1) by the Administrative Trustees by a majority
vote of quorum consisting of such Administrative Trustees who were not parties
to such action, suit or proceeding, (2) if such a quorum is not obtainable, or,
even if obtainable, if a quorum of disinterested Administrative Trustees so
directs, by independent legal counsel in a written opinion, or (3) by the Common
Security Holder of the Trust.

               (v) Expenses (including attorneys fees) incurred by a Company
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 4.3(a) 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 Company Indemnified Person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Sponsor as authorized in this Section 4.3(a). Notwithstanding the foregoing, no
advance shall be made by the Sponsor if a determination is reasonably and
promptly made (i) by the Administrative Trustees by a majority vote of a quorum
of disinterested Administrative Trustees, (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested Administrative
Trustees so directs, by independent legal counsel in a written opinion or (iii)
the Common Security Holder of the Trust, that, based upon the facts known to the
Administrative Trustees,


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counsel or the Common Security Holder at the time such determination is made,
such Company Indemnified Person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the
Trust, or, with respect to any criminal proceeding, that such Company
Indemnified Person believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where the
Administrative Trustees, independent legal counsel or the Common Security Holder
reasonably determine that such person deliberately breached his duty to the
Trust or the Common Security or Capital Security Holders.

               (vi) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other paragraphs of this Section 4.3(a) shall not be
deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the 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 4.3(a) shall be deemed to be provided by a
contract between the Sponsor and each Company Indemnified Person who serves in
such capacity at any time while this Section 4.3(a) is in effect. Any repeal or
modification of this Section 4.3(a) shall not affect any rights or obligations
then existing.

               (vii) The Sponsor or the Trust may purchase and maintain
liability insurance on behalf of any person who is or was a Company Indemnified
Person against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the Sponsor
would have the power to indemnify him against such liability under the
provisions of this Section 4.3(a).

               (viii) For purposes of this Section 4.3(a), references to "the
Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, trustee,
officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or
agent of another entity, shall stand in the same position under the provisions
of this Section 4.3(a) with respect to the resulting or surviving entity as he
would have with respect to such constituent entity if its separate existence had
continued.

               (ix) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section 4.3(a) shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
Company Indemnified Person and shall inure to the benefit of the heirs,
executors and administrators of such a person.

               (b) The Sponsor agrees to indemnify (i) the Delaware Trustee,
(ii) any Affiliate of the Delaware Trustee, and (iii) any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Delaware Trustee (each of the Persons in (i) through
(iii) being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any loss, liability or
expense incurred without negligence or bad faith or its part, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses


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(including reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 4.3(b) shall survive the termination of
this Declaration.

SECTION 4.4    OUTSIDE BUSINESSES.

               Any Covered Person, the Sponsor and the Delaware 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. No Covered Person, the Sponsor or the Delaware 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
Delaware 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 Delaware 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 depository for, trustee or agent
for or may act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

                                   ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1    AMENDMENTS.

               At any time before the issue of any Securities, this Declaration
may be amended by, and only by, a written instrument executed by all of the
Administrative Trustees and the Sponsor, provided, however, that if such
amendment affects the rights, privileges, immunities, duties or obligations of
the Delaware Trustee, the Declaration may be amended only upon the Delaware
Trustee's prior written consent.

SECTION 5.2    TERMINATION OF TRUST.

               (a)   The Trust shall dissolve and be wound up in accordance with
applicable law:

                     (i)   upon the occurrence of an Event of Default described
                           in section 501(d) or (c) of the Indenture with
                           respect to the Sponsor;

                     (ii)  upon the filing of a certificate of dissolution or
                           its equivalent with respect to the Sponsor or the
                           revocation of the Sponsor's charter or of the Trust's
                           certificate of trust;

                     (iii) upon the entry of a decree of judicial dissolution of
                           the Sponsor or the Trust; and


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

               (b) Upon completion of the winding up of the Trust and as soon as
is practicable after the occurrence of an event referred to in Section 5.2(a),
the Administrative Trustees shall file a certificate of cancellation with the
Secretary of State of the State of Delaware.

SECTION 5.3    GOVERNING LAW.

               THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICT OF LAWS.

SECTION 5.4    HEADINGS.

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

SECTION 5.5    SUCCESSORS AND ASSIGNS.

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

SECTION 5.6    PARTIAL ENFORCEABILITY.

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

SECTION 5.7    COUNTERPARTS.

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


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      IN WITNESS WHEREOF the undersigned have caused this Declaration to be
executed as of the day and year first above written.

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

                                        By:     _____________________________
                                                Name:________________________
                                                Title:_________________________


                                        ADMINISTRATIVE TRUSTEE

                                        --------------------------------------
                                        Name: Edward A. Townsend

                                        ADMINISTRATIVE TRUSTEE

                                        --------------------------------------
                                        Name: Jan A. Norton

                                        ADMINISTRATIVE TRUSTEE

                                        --------------------------------------
                                        Name: Richard L. Park

                                        LOCAL FINANCIAL CORPORATION,
                                         as Sponsor

                                        By:     ______________________________
                                                Name: Jan A. Norton
                                                Title: President