AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                         NORTH VALLEY CAPITAL TRUST III

                            Dated as of May 5, 2004

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                               TABLE OF CONTENTS

                                                                            Page

                                                                            ----
                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

Section 1.1.  Definitions.....................................................1

                                   ARTICLE II
                                  ORGANIZATION

Section 2.1.  Name ...........................................................9
Section 2.2.  Office .........................................................9
Section 2.3.  Purpose.........................................................9
Section 2.4.  Authority ......................................................9
Section 2.5.  Title to Property of the Trust ................................10
Section 2.6.  Powers and Duties of the Trustees and the Administrators. .....10
Section 2.7.  Prohibition of Actions by the Trust and the Trustees. .........15
Section 2.8.  Powers and Duties of the Institutional Trustee. ...............15
Section 2.9.  Certain Duties and Responsibilities of the Trustees and the
              Administrators.................................................17
Section 2.10. Certain Rights of Institutional Trustee........................19
Section 2.11. Delaware Trustee ..............................................21
Section 2.12. Execution of Documents.........................................21
Section 2.13. Not Responsible for Recitals or Issuance of Securities ........21
Section 2.14. Duration of Trust..............................................22
Section 2.15. Mergers .......................................................22

                                  ARTICLE III
                                    SPONSOR

Section 3.1.  Sponsors Purchase of Common Securities ........................24
Section 3.2.  Responsibilities of the Sponsor................................24

                                   ARTICLE IV
                          TRUSTEES AND ADMINISTRATORS

Section 4.1.  Number of Trustees.............................................24
Section 4.2.  Delaware Trustee ..............................................24
Section 4.3.  Institutional Trustee; Eligibility.............................25
Section 4.4.  Administrators.................................................25
Section 4.5.  Appointment, Removal and Resignation of the Trustees and the
              Administrators.................................................26
Section 4.6.  Vacancies Among Trustees.......................................27
Section 4.7.  Effect of Vacancies ...........................................28
Section 4.8.  Meetings of the Trustees and the Administrators ...............28
Section 4.9.  Delegation of Power ...........................................28
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Section 4.10. Merger, Conversion, Consolidation or Succession to Business ...29

                                   ARTICLE V
                                 DISTRIBUTIONS

Section 5.1.  Distributions..................................................29

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

Section 6.1.  General Provisions Regarding Securities........................30
Section 6.2.  Paying Agent, Transfer Agent, Calculation Agent and
              Registrar......................................................30
Section 6.3.  Form and Dating................................................31
Section 6.4.  Mutilated, Destroyed, Lost or Stolen Certificates..............32
Section 6.5.  Temporary Certificates.........................................32
Section 6.6.  Cancellation...................................................32
Section 6.7.  Rights of Holders; Waivers of Past Defaults....................32

                                  ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

Section 7.1.  Dissolution and Termination of Trust...........................34

                                  ARTICLE VIII
                             TRANSFERS OF INTERESTS

Section 8.1.  General........................................................35
Section 8.2.  Transfer Procedures and Restrictions...........................36
Section 8.3.  Deemed Security Holders........................................39
Section 8.4.  Transfer of Initial Securities.................................40

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

Section 9.1.  Liability......................................................40
Section 9.2.  Exculpation....................................................41
Section 9.3.  Fiduciary Duty.................................................41
Section 9.4.  Indemnification................................................42
Section 9.5.  Outside Businesses.............................................45
Section 9.6.  Compensation; Fee..............................................45

                                    ARTICLE X
                                   ACCOUNTING

Section 10.1. Fiscal Year ...................................................46
Section 10.2. Certain Accounting Matters.....................................46
Section 10.3. Banking........................................................46
Section 10.4. Withholding ...................................................47

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                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

Section 11.1. Amendments ....................................................47
Section 11.2. Meetings of the Holders of the Securities; Action by Written
              Consent. ......................................................49

                                  ARTICLE XII
             REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE
                                    TRUSTEE

Section 12.1. Representations and Warranties of Institutional Trustee .......50
Section 12.2. Representations and Warranties of Delaware Trustee ............51

                                  ARTICLE XIII
                                  MISCELLANEOUS

Section 13.1. Notices .......................................................52
Section 13.2. Governing Law .................................................53
Section 13.3. Submission to Jurisdiction. ...................................53
Section 13.4. Intention of the Parties ......................................54
Section 13.5. Headings ......................................................54
Section 13.6. Successors and Assigns.........................................54
Section 13.7. Partial Enforceability ........................................54
Section 13.8. Counterparts ..................................................54

                              ANNEXES AND EXHIBITS

ANNEX I       Terms of Capital Securities and Common Securities

EXHIBIT A-1   Form of Capital Security Certificate
EXHIBIT A-2   Form of Common Security Certificate
EXHIBIT B     Form of Transferee Certificate to be Executed by Accredited
              Investors
EXHIBIT C     Form of Transferor Certificate to be Executed for QIBs
EXHIBIT D     Form of Transferee Certificate to be Executed by Non-U.S. Persons


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                   AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                         North Valley Capital Trust III

                                  MAY 5, 2004

         AMENDED AND RESTATED DECLARATION OF TRUST (as amended or supplemented
from time to time in accordance with the terms hereof, this Declaration), dated
and effective as of May 5, 2004 by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

         WHEREAS, certain of the Trustees and the Sponsor established North
Valley Capital Trust III (the Trust), a statutory trust under the Statutory
Trust Act (as defined herein), pursuant to a Declaration of Trust, dated as of
April 28, 2004 (the Original Declaration), and a Certificate of Trust filed with
the Secretary of State of the State of Delaware on April 28, 2004, for the sole
purpose of issuing and selling the Securities (as defined herein) representing
undivided beneficial interests in the assets of the Trust, investing the
proceeds thereof in the Debentures (as defined herein) of the Debenture Issuer
(as defined herein) and engaging in those activities necessary, advisable or
incidental thereto;

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

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

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitutes the governing instrument of such statutory trust,
and 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, subject to the
provisions of this Declaration, and, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties, intending to be legally bound hereby, amend
and restate in its entirety the Original Declaration and agree as follows:

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

         Section 1.1. Definitions. Unless the context otherwise requires:


         (a)      capitalized terms used in this Declaration but not defined in
the preamble above or elsewhere herein have the respective meanings assigned to
them in this Section 1.1 or, if not defined in this Section 1.1 or elsewhere
herein, in the Indenture;
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         (b)      a term defined anywhere in this Declaration has the same
meaning throughout;

         (c)      all references to "the Declaration" or "this Declaration" are
to thisDeclaration and each Annex and Exhibit hereto, as modified, supplemented
or amended from time to time;

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

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

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

         "Additional Amounts" has the meaning set forth in Section 3.06 of the
Indenture.

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

         "Administrators" means each of Edward J. Czajka and J.M. Wells, Jr.,
solely in such Persons capacity as Administrator of the Trust continued
hereunder and not in such Persons individual capacity, or such Administrators
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 enters 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 appoints a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of such Person or for any substantial part of
its property, or orders the winding-up or liquidation of its affairs, and such
decree, appointment or order remains unstayed and in effect for a period of 90
consecutive days; or

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

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

         "Calculation Agent" has the meaning set forth in Section 1.01 of the
Indenture.

         "Capital Securities" has the meaning set forth in Section 6.1(a).

         "Capital Security Certificate" means a definitive Certificate
registered in the name of the Holder 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.

         "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended and restated from time to time.

         "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.

         "Commission" means the United States Securities and Exchange
Commission.

         "Common Securities" has the meaning set forth in Section 6.1(a).

         "Common Security Certificate" means a definitive Certificate registered
in the name of the Holder 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 at any particular time its corporate trust business shall be
principally administered, which at all times shall be located within the United
States and at the time of execution of this Declaration shall be Rodney Square
North, 1100 North Market Street, Wilmington, DE 19890-0001, Attention: Corporate
Trust Administration.

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

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

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         "Debenture Issuer" means North Valley Bancorp a bank holding company
incorporated in California, in its capacity as issuer of the Debentures under
the Indenture, and any permitted successor under the Indenture.

         "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

         "Debentures" means the Floating Rate Junior Subordinated Debt
Securities due 2034 to be issued by the Debenture Issuer under the Indenture.

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

         "Deferred Interest" means any interest on the Debentures that would
have been overdue and unpaid for more than one Distribution Payment Date but for
the imposition of an Extension Period, and the interest that shall accrue (to
the extent that the payment of such interest is legally enforceable) on such
interest at the Coupon Rate applicable during such Extension Period, compounded
quarterly from the date on which such Deferred Interest would otherwise have
been due and payable until paid or made available for payment.

         "Definitive Capital Securities" means any Capital Securities in
definitive form issued by the Trust.

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

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

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

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

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

         "Event of Default" means the occurrence of an Indenture Event of
Default.

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

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

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

         "Fiduciary Indemnified Person" shall mean each of the Institutional
Trustee (including in its individual capacity), the Delaware Trustee (including
in its individual capacity), any Affiliate of the Institutional Trustee or the
Delaware Trustee, and any officers, directors,

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shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Institutional Trustee or the Delaware Trustee.

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

         "Guarantee" means the Guarantee Agreement, dated as of the Closing
Date, of the Sponsor (the "Guarantor") in respect of the Capital Securities.

         "Holder" means a Person in whose name a Certificate representing a
Security is registered on the Securities Register maintained by or on behalf of
the Registrar, 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.

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

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

         "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.

         "Legal Action" has the meaning set forth in Section 2.8(e).

         "LIBOR" means the London Interbank Offered Rate for three-month U.S.
Dollar deposits in Europe as determined by the Calculation Agent according to
paragraph 2(b) of Annex I.

         "LIBOR Banking Day" has the meaning set forth in paragraph 2(b)(1) of
Annex I.

         "LIBOR Business Day" has the meaning set forth in paragraph 2(b)(1) of
Annex I.

         "LIBOR Determination Date" has the meaning set forth in paragraph
2(b)(1) of Annex I.

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

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

         "Majority in liquidation amount of the Securities" means Holders 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 amount that
would be paid upon the redemption, liquidation or otherwise on the date upon
which the voting percentages are determined, plus unpaid Distributions accrued
thereon to such date) of all outstanding Securities of the relevant class.

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

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

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

         (a)      a statement that each Authorized Officer or Person, as the
case may be, signing the Officers' Certificate has read the covenant or
condition and the definitions relating thereto;

         (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each Authorized Officer or Person, as the case may
be, in rendering the Officers' Certificate;

         (c)      a statement that each Authorized Officer or Person, as the
case may be, has made such examination or investigation as, in his or her
opinion, is necessary to enable such Authorized Officer or Person, as the case
may be, 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 Authorized
Officer or Person, as the case may be, such condition or covenant has been
complied with.

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

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

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

         "Payment Amount" has the meaning set forth in Section 5.1.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust,

                                       6
<PAGE>

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
offer and sale of Capital Securities.

         "PORTAL" has the meaning set forth in Section 2.6(a)(i).

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

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

         "Purchaser" means NBC Capital Markets Group, Inc. or its designee
SIGLER & CO.

         "QIB" means a "qualified institutional buyer" as defined under Rule
144A.

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

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

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

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

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

         "Resale Restriction Termination Date" means, with respect to any
Capital Security, the date which is the later of (i) two years (or such shorter
period of time as permitted by Rule 144(k) under the Securities Act) after the
later of (y) the date of original issuance of such Capital Security and (z) the
last date on which the Trust or any Affiliate of the Trust was the Holder of
such Capital Security (or any predecessor thereto) and (ii) such later date, if
any, as may be required by any subsequent change in applicable law.

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

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

         "Rule 144A" means Rule 144A under the Securities Act.

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         "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.

         "Securities Register" has the meaning set forth in Section 6.2(a).

         "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 North Valley Bancorp, a bank holding company that is
incorporated in California, or any permitted successor of the Debenture Issuer
under the Indenture, in its capacity as sponsor of the Trust.

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

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

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

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

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

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

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

         "Telerate Page 3750" has the meaning set forth in paragraph 2(b)(1) of
Annex I.

         "10% in liquidation amount of the Securities" means Holders 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 upon the redemption, liquidation or otherwise on the date upon
which the voting percentages are determined, plus unpaid Distributions accrued
thereon to such date) of all outstanding Securities of the relevant class.

         "Transfer Agent" has the meaning set forth in Section 6.2. 8

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<PAGE>


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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time-to-time, or any successor legislation.

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

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

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

                                   ARTICLE II
                                  ORGANIZATION

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

         Section 2.2. Office. The address of the principal office of the Trust,
which shall be in a state of the United States or the District of Columbia, is
300 Park Marina Circle, Redding, California 96001. On ten Business Days' written
notice to the Institutional Trustee and the Holders of the Securities, the
Administrators may designate another principal office, which shall be in a state
of the United States or the District of Columbia.

         Section 2.3. Purpose. The exclusive purposes and functions of the Trust
are (a) to issue and sell the Securities representing undivided beneficial
interests in the assets of the Trust, (b) to invest the gross proceeds from such
sale in the Debentures and (c) except as otherwise limited herein, to engage in
only those other activities deemed necessary, advisable or incidental thereto by
the Institutional Trustee, including, without limitation, those activities
specified in this Declaration. The Trust shall not borrow money, issue debt or
reinvest proceeds derived from investments, pledge any of its assets, or
otherwise undertake (or permit to be undertaken) any activity that would cause
the Trust not to be classified for United States federal income tax purposes as
a grantor trust.

         Section 2.4. Authority. Except as specifically provided in this
Declaration, the Institutional Trustee shall have exclusive and complete
authority to carry out the purposes of the

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

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

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

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

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

                           (A)      the issuance and sale of the Securities;

                           (B)      to cause the Trust to enter into, and to
                  execute, deliver and perform 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, a subscription agreement for Debentures
                  between the Trust and the Sponsor, a subscription agreement
                  for Capital Securities between the Trust and the purchaser of
                  the Capital Securities and a subscription agreement for Common
                  Securities between the Trust and the Sponsor;

                           (C)      ensuring compliance with the Securities Act
                  and applicable securities or blue sky laws of states and other
                  jurisdictions;

                           (D)      if and at such time determined solely by the
                  Sponsor at the request of the Holders, assisting in the
                  designation of the Capital

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<PAGE>

                  Securities for trading in the Private Offering, Resales and
                  Trading through the Automatic Linkages ("PORTAL") system if
                  available;

                           (E)      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, including notice of any notice received from the
                  Debenture Issuer of its election to defer payments of interest
                  on the Debentures by extending the interest payment period
                  under the Indenture;

                           (F)      the appointment of a Paying Agent, Transfer
                  Agent and Registrar in accordance with this Declaration;

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

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

                           (I)      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;

                           (J)      the taking of any action as the Sponsor or
                  an Administrator may from time to time determine is necessary,
                  advisable or incidental to the foregoing 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);

                           (K)      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;

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

                           (M)      to negotiate the terms of, and the execution
                  and delivery of, the Placement Agreement providing for the
                  sale of the Capital Securities;

                           (N)      to employ or otherwise engage employees,
                  agents (who may be designated as officers with titles),
                  managers, contractors, advisors,

                                       11
<PAGE>

                  attorneys and consultants and pay reasonable compensation for
                  such services;

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

                           (P)      to give the certificate required by ss.
                  314(a)(4) of the Trust Indenture Act to the Institutional
                  Trustee, which certificate may be executed by an
                  Administrator; and

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

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

                           (A)      the establishment of the Property Account;

                           (B)      the receipt of the Debentures;

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

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

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

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

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

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

                                       12
<PAGE>

                           (I)      after any Event of Default (of which the
                  Institutional Trustee has knowledge (as provided in Section
                  2.10(m) hereof)) (provided, that such Event of Default is not
                  by or with respect to the Institutional Trustee), the taking
                  of any action that the Institutional Trustee may from time to
                  time determine is necessary, advisable or incidental for the
                  foregoing 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);

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

                           (K)      to undertake any actions set forth in ss.
                  317(a) of the Trust Indenture Act.

                  (iii)    The Institutional Trustee shall have the power and
         authority, and is hereby authorized, 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)(E) and (F) herein but
         shall not have a duty to do any such act unless specifically requested
         to do so in writing by the Sponsor, and shall then be fully protected
         in acting pursuant to such written request; and in the event of a
         conflict between the action of the Administrators and the action of the
         Institutional Trustee, the action of the Institutional Trustee shall
         prevail.

         (b)      So long as this Declaration remains in effect, the Trust (or
the Trustees or Administrators acting on behalf of the Trust) shall not
undertake any business, activities or transaction except as expressly provided
herein or contemplated hereby. In particular, neither the Trustees nor the
Administrators may cause the Trust to (i) acquire any investments or engage in
any activities not authorized by this Declaration, (ii) sell, assign, transfer,
exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust
Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would cause (or in the case of the
Institutional Trustee, to the actual knowledge of a Responsible Officer would
cause) the Trust to fail or cease to qualify as a grantor trust for United
States federal income tax purposes, (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 subject
to reimbursement under Section 9.6(a), defend all claims and demands of all
Persons at any time claiming any lien on any of the Trust Property adverse to
the interest of the Trust or the Holders in their capacity as Holders.

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

                                       13
<PAGE>

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

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

                  (ii)     the determination of the jurisdictions 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 advisement of and direction to the Trustees 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 jurisdictions in
         connection with the sale of the Capital Securities; and

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

         (d)      Notwithstanding anything herein to the contrary, the
Administrators, the Institutional Trustee 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 (i) the Trust
will not be deemed to be an Investment Company required to be registered under
the Investment Company Act (in the case of the Institutional Trustee, to the
actual knowledge of a Responsible Officer), and (ii) the Trust will not fail to
be classified as a grantor trust for United States federal income tax purposes
(in the case of the Institutional Trustee, to the actual knowledge of a
Responsible Officer) and (iii) the Trust will 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 the case of the Institutional
Trustee, to the actual knowledge of a Responsible Officer). In this connection,
the Institutional Trustee, 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 or this Declaration, as amended from time
to time, that each of the Institutional Trustee, the Administrators and such
Holders determine in their discretion to be necessary or desirable for such
purposes, even if such action adversely affects the interests of the Holders of
the Capital Securities.

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

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

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

         (h)      If the Institutional Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Declaration and such
proceeding has been discontinued or

                                       14
<PAGE>

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

         Section 2.7. Prohibition of Actions by the Trust and the Trustees.
                      ----------------------------------------------------

         The Trust shall not, and the Institutional Trustee and the
Administrators shall not, and the Administrators 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 and the
Administrators shall not cause the Trust 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 Property or the terms of the Securities;

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

         (g)      other than as provided in this Declaration (including Annex
I), (i) direct the time, method and place of exercising any trust or power
conferred upon the Debenture Trustee with respect to the Debentures, (ii) waive
any past default that is waivable under the Indenture, (iii) exercise any right
to rescind or annul any declaration that the principal of all the Debentures
shall be due and payable, or (iv) 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
experienced in such matters to the effect that such amendment, modification or
termination will not cause the Trust to cease to be classified as a grantor
trust for United States federal income tax purposes.

         Section 2.8. Powers and Duties of the Institutional Trustee.
                      ----------------------------------------------

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

                                       15
<PAGE>

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

         (c)      The Institutional Trustee shall:

                  (i)      establish and maintain a segregated non-interest
         bearing trust account (the "Property Account") in the United States (as
         defined in Treasury Regulations ss. 301.7701-7), 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
         to the Holders of the Capital Securities and Holders of the Common
         Securities from the Property Account in accordance with Section 5.1.
         Funds in the Property Account shall be held uninvested until disbursed
         in accordance with this Declaration;

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

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

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

         (e)      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 (a "Legal Action") which arise
out of or in connection with an Event of Default of which a Responsible Officer
of the Institutional Trustee has actual knowledge or the Institutional Trustee's
duties and obligations under this Declaration or the Trust Indenture Act;
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 premium, if any, on or principal of the Debentures on the date such
interest, premium, if any, or principal is otherwise payable (or in the case of
redemption, on the date of redemption), then a Holder of the Capital Securities
may directly institute a proceeding for enforcement of payment to such Holder of
the principal of or premium, if any, 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 a Holder of the Common Securities may exercise
such right of subrogation only if no Event of Default with respect to the
Capital Securities has occurred and is continuing.

                                       16
<PAGE>

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

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

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

         (g)      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.

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

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

         (a)      The Institutional Trustee, before the occurrence of any Event
of Default (of which the Institutional Trustee has knowledge (as provided in
Section 2.10(m) hereof)) and after the curing of all Events of Default that may
have occurred, shall undertake to perform only such duties as are specifically
set forth in this Declaration and no implied covenants shall be read into this
Declaration against the Institutional Trustee. In case an Event of Default (of
which the Institutional Trustee has knowledge (as provided in Section 2.10(m)
hereof)), has occurred (that has not been cured or waived pursuant to Section
6.7), the Institutional Trustee shall exercise such of the rights and powers
vested in it by this Declaration, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

         (b)      The duties and responsibilities of the Trustees and the
Administrators shall be as provided by this Declaration and, in the case of the
Institutional Trustee, by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Declaration shall require any Trustee or
Administrator to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity satisfactory to it
against such risk or liability is not reasonably assured to it. Whether or not
therein expressly so provided, every provision of this Declaration relating to
the conduct or affecting the liability of or affording protection to the
Trustees or the Administrators shall be subject to the provisions of this
Article. Nothing in this Declaration shall be construed to release a Trustee
from liability for its own negligent action, its own negligent failure to

                                       17
<PAGE>

act, or its own willful misconduct or bad faith. Nothing in this Declaration
shall be construed to release an Administrator from liability for its own gross
negligent action, its own gross negligent failure to act, or its own willful
misconduct or bad faith. To the extent that, at law or in equity, a Trustee or
an Administrator has duties and liabilities relating to the Trust or to the
Holders, such Trustee or Administrator shall not be liable to the Trust or to
any Holder for such Trustee's or 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 Trustees otherwise existing at law or in equity, are agreed by the Sponsor
and the Holders to replace such other duties and liabilities of the
Administrators or the Trustees.

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

         (d)      No provision of this Declaration shall be construed to relieve
the Institutional Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct or bad faith with
respect to matters that are within the authority of the Institutional Trustee
under this Declaration, except that:

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

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

                  (iii)    the Institutional Trustee's sole duty with respect to
         the custody, safe keeping 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 own account, subject to the protections and limitations on
         liability afforded to the Institutional Trustee under this Declaration
         and the Trust Indenture Act;

                  (iv)     the Institutional Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         in writing with the

                                       18
<PAGE>

         Sponsor; and money held by the Institutional Trustee need not be
         segregated from other funds held by it except in relation to the
         Property Account maintained by the Institutional Trustee pursuant to
         Section 2.8(c)(i) and except to the extent otherwise required by law;
         and (v) the Institutional Trustee shall not be responsible for
         monitoring the compliance by the Administrators or the Sponsor with
         their respective duties under this Declaration, nor shall the
         Institutional Trustee be liable for any default or misconduct of the
         Administrators or the Sponsor.

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

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

         (b)      if (i) in performing its duties under this Declaration, the
Institutional Trustee is required to decide between alternative courses of
action, (ii) in construing any of the provisions of this Declaration, the
Institutional Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein, or (iii) the Institutional Trustee is unsure of the
application of any provision of this Declaration, then, except as to any matter
as to which the Holders of Capital Securities are entitled to vote under the
terms of this Declaration, the Institutional Trustee may deliver a notice to the
Sponsor requesting the Sponsor's opinion 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 in its sole discretion shall deem
advisable and in the best interests of the Holders, in which event the
Institutional Trustee shall have no liability except for its own negligence,
willful misconduct or bad faith;

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

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

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

                                       19
<PAGE>

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

         (g)      the Institutional Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Declaration at the
request or direction of any of the Holders pursuant to this Declaration, unless
such Holders shall have offered to the Institutional Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction; provided, that nothing contained in this Section 2.10(g) shall be
taken to relieve the Institutional Trustee, upon the occurrence of an Event of
Default (of which the Institutional Trustee has knowledge (as provided in
Section 2.10(m) hereof)) that has not been cured or waived, of its obligation to
exercise the rights and powers vested in it by this Declaration;

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

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

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

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

         (l)      when the Institutional Trustee incurs expenses or renders
services in connection with a Bankruptcy Event, such expenses (including the
fees and expenses of its

                                       20
<PAGE>

counsel) and the compensation for such services are intended to constitute
expenses of administration under any bankruptcy law or law relating to creditors
rights generally;

         (m)      the Institutional Trustee shall not be charged with knowledge
of an Event of Default unless a Responsible Officer of the Institutional Trustee
has actual knowledge of such event or the Institutional Trustee receives written
notice of such event from any Holder, except that the Institutional Trustee
shall be deemed to have knowledge of any Event of Default pursuant to Sections
5.01(a) or 5.01(b) of the Indenture (other than an Event of Default resulting
from the default in the payment of Additional Amounts if the Institutional
Trustee does not have actual knowledge or written notice that such payment is
due and payable);

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

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

         Section 2.11. Delaware Trustee. Notwithstanding any other provision of
this Declaration other than Section 4.2, the Delaware Trustee shall not be
entitled to exercise any powers, and the Delaware Trustee shall not have any of
the duties and responsibilities of any of the Trustees or the Administrators
specified in this Declaration (except as may be required under the Statutory
Trust Act). Except as set forth in Section 4.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of ss.
3807 of the Statutory Trust Act.

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

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

                                       21
<PAGE>

         Section 2.14. Duration of Trust. The Trust, unless dissolved pursuant
to the provisions of Article VII hereof, shall have existence for five (5) years
after the Maturity Date.

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

         (b)      The Trust may, with the consent of the Administrators (which
consent will not be unreasonably withheld) and without the consent of the
Institutional Trustee, the Delaware Trustee or the Holders of the Capital
Securities, consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to a trust organized as such under the laws of any
state; provided, that:

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

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

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

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

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

                  (iv)     such merger, consolidation, amalgamation,
         replacement, conveyance, transfer or lease does not cause the rating on
         the Capital Securities or any Successor Securities to be downgraded or
         withdrawn by any nationally recognized statistical rating organization,
         if the Capital Securities are then rated;

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

                                       22
<PAGE>

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

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

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

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

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

                  (viii)   the Sponsor guarantees the obligations of the
         Successor Entity under the Successor Securities to the same extent
         provided by the Indenture, the Guarantee, the Debentures and this
         Declaration; and

                  (ix)     prior to such merger, consolidation, amalgamation,
         replacement, conveyance, transfer or lease, 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
         of this paragraph (b) to such transaction have been satisfied.

         (c)      Notwithstanding Section 2.15(b), the Trust shall not, except
with the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets as an entirety or substantially as
an entirety to, any other Person or permit any other Person to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or Successor Entity to be classified as other than a grantor trust for
United States federal income tax purposes.

                                       23
<PAGE>

                                   ARTICLE III

                                     SPONSOR

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

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

         (a)      to determine the jurisdictions 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, advisable or incidental thereto in order to comply with the
applicable laws of any such jurisdictions;

         (b)      to prepare for filing and request the Administrators to cause
the filing by the Trust, as may be appropriate, of an application to the PORTAL
system, for listing or quotation upon notice of issuance of any Capital
Securities, as requested by the Holders of not less than a Majority in
liquidation amount of the Capital Securities; and

         (c)      to negotiate the terms of and/or execute and deliver on behalf
of the Trust, the Placement Agreement providing for the sale of the Capital
Securities.

                                   ARTICLE IV

                           TRUSTEES AND ADMINISTRATORS

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

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

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

         Section 4.2. Delaware Trustee. If required by the Statutory Trust Act,
one Trustee (the "Delaware Trustee") shall be:

                                       24
<PAGE>

         (a)      a natural person who is a resident of the State of Delaware
and a U.S. Person at least 21 years of age; or

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

         The initial Delaware Trustee shall be Wilmington Trust Company.

         Section 4.3. Institutional Trustee; Eligibility.
                      ----------------------------------

         (a)      There shall at all times be one Trustee that shall act as
Institutional Trustee which shall:

                  (i)      not be an Affiliate of the Sponsor;

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

                  (iii)    be a banking corporation or national association
         organized and doing business under the laws of the United States of
         America or any state thereof or of the District of Columbia and
         authorized under such laws to exercise corporate trust powers, having a
         combined capital and surplus of at least fifty million U.S. dollars
         ($50,000,000), and subject to supervision or examination by federal,
         state or District of Columbia authority. If such corporation or
         national association publishes reports of condition at least annually,
         pursuant to law or to the requirements of the supervising or examining
         authority referred to above, then for the purposes of this Section
         4.3(a)(iii), the combined capital and surplus of such corporation or
         national association shall be deemed to be its combined capital and
         surplus as set forth in its most recent report of condition so
         published.

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

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

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

         Section 4.4. Administrators. Each Administrator shall be a U.S. Person.
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

                                       25
<PAGE>

of the Administrators may be exercised by, or with the consent of, any one such
Administrator acting alone.

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

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

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

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

                                       26
<PAGE>

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

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

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

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

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

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

         Section 4.6. Vacancies Among Trustees. If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 4.1, or if the number of Trustees is increased pursuant to Section 4.1,
a vacancy shall occur. A resolution certifying the existence of such vacancy by
the Trustees or, if there are more than two, a majority of the

                                       27
<PAGE>

Trustees shall be conclusive evidence of the existence of such vacancy. The
vacancy shall be filled with a Trustee appointed in accordance with Section 4.5.

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

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

         Section 4.9. Delegation of Power. (a) Any Trustee or any Administrator,
as the case may be, 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, instruments or
other writings contemplated in Section 2.6.

         (b)      The Trustees shall have power to delegate from time to time to
such of their number or to any officer of the Trust that is a U.S. Person, the
doing of such things and the execution of such instruments or other writings
either in the name of the Trust or the names of the Trustees or otherwise as the
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

                                       28
<PAGE>

         Section 4.10. Merger, Conversion, Consolidation or Succession to
Business. Any Person into which the Institutional Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any Person succeeding to all or substantially
all the corporate trust business of the Institutional Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Institutional Trustee
or the Delaware Trustee, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided such Person shall be otherwise qualified and eligible under this
Article and, provided, further, that such Person shall file an amendment to the
Certificate of Trust with the Secretary of State of the State of Delaware as
contemplated in Section 4.5(i).

                                    ARTICLE V

                                  DISTRIBUTIONS

         Section 5.1. Distributions. Holders shall receive Distributions in
accordance with the applicable terms of the relevant Holder's Securities.
Distributions shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their respective terms. If and
to the extent that the Debenture Issuer makes a payment of interest (including
any Additional Amounts or Deferred Interest) or premium, if any, on and/or
principal of the Debentures held by the Institutional Trustee (the amount of any
such payment being a "Payment Amount"), the Institutional Trustee shall and is
directed, to the extent funds are available in the Property Account for that
purpose, to make a distribution (a "Distribution") of the Payment Amount to
Holders. For the avoidance of doubt, funds in the Property Account shall not be
distributed to Holders to the extent of any taxes payable by the Trust, in the
case of withholding taxes, as determined by the Institutional Trustee or any
Paying Agent and, in the case of taxes other than withholding taxes, as
determined by the Administrators in a written notice to the Institutional
Trustee.

                                   ARTICLE VI

                             ISSUANCE OF SECURITIES

                                       29
<PAGE>

         Section 6.1. General Provisions Regarding Securities.
                      ---------------------------------------

         (a)      The Administrators shall on behalf of the Trust issue one
series of capital securities, evidenced by a certificate substantially in the
form of Exhibit A-1, representing undivided beneficial interests in the assets
of the Trust and having such terms as are set forth in Annex I (the "Capital
Securities"), and one series of common securities, evidenced by a certificate
substantially in the form of Exhibit A-2, representing undivided beneficial
interests in the assets of the Trust and having such terms as are set forth in
Annex I (the "Common Securities"). The Trust shall issue no securities or other
interests in the assets of the Trust other than the Capital Securities and the
Common Securities. The Capital Securities rank pari passu with, and payment
thereon shall be made Pro Rata with the Common Securities except that, where an
Event of Default has occurred and is continuing, the rights of Holders of the
Common Securities to 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.

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

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

         (d)      Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and non-assessable, and each Holder thereof shall be entitled to the
benefits provided by this Declaration.

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

         Section 6.2. Paying Agent, Transfer Agent, Calculation Agent and
Registrar.

                                       30
<PAGE>

         (a)      The Trust shall maintain in Wilmington, Delaware (i) an office
or agency where the Securities may be presented for payment (the "Paying Agent")
and (ii) 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 (the "Securities Register") for the
purpose of registering Securities and transfers and exchanges of Securities,
such Securities 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, 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 or co-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 at its Corporate Trust Office. The Institutional Trustee or
any of its Affiliates in the United States may act as Paying Agent, Transfer
Agent or Registrar.

         (b)      The Trust shall also appoint a Calculation Agent, which shall
determine the Coupon Rate in accordance with the terms of the Securities. The
Trust initially appoints the Institutional Trustee as Calculation Agent.

         Section 6.3. Form and Dating.
                      ---------------

         (a)      The Capital Securities shall be evidenced by one or more
Certificates, 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 evidenced by one or more Certificates 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.
Certificates evidencing Securities may have letters, numbers, notations or other
marks of identification or designation and such legends or endorsements required
by law, stock exchange rule, agreements to which the Trust is subject, if any,
or usage (provided, that any such notation, legend or endorsement is in a form
acceptable to the Sponsor). The Trust at the direction of the Sponsor shall
furnish any such legend not contained in Exhibit A-1 to the Institutional
Trustee in writing. Each Capital Security Certificate shall be dated the date of
its authentication. The terms and provisions of the Securities set forth in
Annex I and the forms of Certificates set forth in Exhibits A-1 and A-2 are part
of the terms of this Declaration and to the extent applicable, the Institutional
Trustee, the Delaware Trustee, the Administrators and the Sponsor, by their
execution and delivery of this Declaration, expressly agree to such terms and
provisions and to be bound thereby. Capital Securities will be issued only in
blocks having an aggregate liquidation amount of not less than $100,000.

         (b)      The Capital Securities are being offered and sold by the Trust
initially pursuant to the Placement Agreement in definitive form, registered in
the name of the Holder thereof, without coupons and with the Restricted
Securities Legend.

                                       31
<PAGE>

         Section 6.4. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificates should be surrendered to the Registrar, or if the
Registrar shall receive evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) the related Holder shall deliver to the
Registrar, the Administrators and the Institutional Trustee such security or
indemnity as may be reasonably required by them to keep each of them harmless,
then, in the absence of notice that such Certificate shall have been acquired by
a bona fide 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 to such Holder, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like denomination. In connection with the issuance of any new Certificate under
this Section, the Registrar or the Administrators may require such Holder to pay
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any Certificate executed and delivered pursuant
to this Section shall constitute conclusive evidence of an ownership interest in
the relevant Securities, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.

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

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

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

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

                                       32
<PAGE>

         (b)      For so long as any Capital Securities remain outstanding, if,
upon an Indenture Event of Default, the Debenture Trustee fails or the holders
of not less than 25% in principal amount of the outstanding Debentures fail to
declare the principal of all of the Debentures to be immediately due and
payable, the Holders of not less than 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.

         (c)      At any time after the acceleration of maturity of the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as provided in the
Indenture, if the Institutional Trustee, subject to the provisions hereof, fails
to annul any such acceleration 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 acceleration and its consequences if:

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

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

                           (B)      any accrued Deferred Interest on all of the
                  Debentures;

                           (C)      all payments on any Debentures that have
                  become due otherwise than by such acceleration and interest
                  and Deferred Interest thereon at the rate borne by the
                  Debentures; and

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

                  (ii)     all Events of Default with respect to the Debentures,
         other than the non-payment of the principal of or premium, if any, on
         the Debentures that has become due solely by such acceleration, have
         been cured or waived as provided in Section 5.07 of the Indenture.

         (d)      The Holders of 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
arising from the non-payment of principal of or premium, if any, or interest on
the Debentures (unless such Default or Event of Default has been cured and a sum
sufficient to pay all matured installments of interest, premium 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.

                                       33
<PAGE>

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

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

                                   ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

         Section 7.1. Dissolution and Termination of Trust. (a) The Trust shall
dissolve on the first to occur of :

                  (i)      unless earlier dissolved, on July 23, 2039, the
         expiration of the term of the Trust;

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

                  (iii)    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, the filing of a
         certificate of dissolution or its equivalent with respect to the
         Sponsor or upon the revocation of the charter of the Sponsor and the
         expiration of 90 days after the date of revocation without a
         reinstatement thereof;

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

                                       34
<PAGE>

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

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

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

         (b)      As soon as is practicable after the occurrence of an event
referred to in Section 7.1(a), and after satisfaction of liabilities to
creditors of the Trust as required by applicable law, including ss.3808 of the
Statutory Trust Act, and subject to the terms set forth in Annex I, the
Institutional Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware.

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

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

         Section 8.1. General. (a) Where a Holder of Capital Securities delivers
to the Registrar in accordance with the Declaration a request to register a
transfer of such Holder's Capital Securities or to exchange them for an equal
aggregate liquidation amount of Capital Securities represented by different
Certificates, the Registrar shall register the transfer or make the exchange
when the requirements specified in this Article VIII for such transfer or
exchange are met. To facilitate registrations of transfers and exchanges, the
Trust shall execute and the Institutional Trustee shall authenticate Capital
Security Certificates at the Registrar's request.

         (b)      Upon issuance of the Common Securities, the Sponsor shall
acquire and retain beneficial and record ownership of the Common Securities and,
for so long as the Securities remain outstanding, the Sponsor shall maintain
100% ownership of the Common Securities; provided, however, that any permitted
successor of the Debenture Issuer under the Indenture may succeed to the
Sponsor's ownership of the Common Securities.

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

         (d)      The Registrar shall provide in the Securities Register for the
registration of Securities and of transfers of Securities, which will be
effected without charge but only upon

                                       35
<PAGE>

payment (with such indemnity as the Registrar may reasonably require) in respect
of any tax or other governmental charges that may be imposed in relation to it.
Upon its receipt of the documents required under this Section 8.1(d) for
registration of transfer of any Securities, the Registrar shall register in the
Securities Register, in the name of the designated transferee or transferees,
the Securities being transferred and thereupon, for all purposes of this
Declaration, such transfer shall be effective and such transferee or transferees
shall be, and such transferor shall no longer be, the Holder of the transferred
Securities. Upon the registration of transfer of a Security pursuant to the
terms of this Declaration in the name of the new Holder thereof, such Security
shall constitute the same Security as the Security so transferred and shall be
entitled to the same benefits under this Declaration as the Security so
transferred. The Registrar shall, and is authorized to, record and register in
the Securities Register the transfer of a Security upon the Registrar's receipt
of originals or copies (which may be by facsimile or other form of electronic
transmission) of (i) a written instrument of transfer in form reasonably
satisfactory to the Registrar duly executed by the Holder or such Holder's
attorney duly authorized in writing, and (ii) if such Security is being
transferred prior to the Resale Restriction Termination Date, other than in
accordance with Section 8.4, a certificate substantially in the form set forth
as Exhibit B, C or D, as applicable, hereto, executed by the transferor or
transferee, as applicable; thereupon, the Registrar is authorized to confirm in
writing to the transferee and, if requested, to the transferor of such Security
that such transfer has been registered in the Securities Register and that such
transferee is the Holder of such Security. The Certificate evidencing the
Security so transferred, duly endorsed by the transferor, shall be surrendered
to the Registrar at the time the transfer conditions specified in the
immediately preceding sentence are satisfied or within five (5) Business Days
after the Registrar has registered the transfer of such Security on the
Securities Register, and promptly after such surrender, an Administrator on
behalf of the Trust shall execute and, in the case of a Capital Security
Certificate, the Institutional Trustee shall, and is authorized to, authenticate
a Certificate in the name of the transferee as the new Holder of the Security
evidenced thereby. Until the Certificate evidencing the Security so transferred
is surrendered to the Registrar, such Security may not be transferred by such
new Holder. Each Certificate surrendered in connection with a registration of
transfer shall be canceled by the Institutional Trustee pursuant to Section 6.6.
A transferee of a Security shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the registration of such transfer in the
Securities Register. Each such transferee shall be deemed to have agreed to be
bound by this Declaration.

         (e)      Neither the Trust nor the Registrar shall be required (i) to
issue Certificates representing Securities or register the transfer of, or
exchange any Securities during a period beginning at the opening of business 15
days before the day of any selection of Securities for redemption and ending at
the close of business on the earliest date on which the relevant notice of
redemption is deemed to have been given to all Holders of the Securities to be
redeemed, or (ii) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

         Section 8.2. Transfer Procedures and Restrictions.
                      ------------------------------------

         (a)      Prior to the Resale Restriction Termination Date, the
Certificates evidencing Capital Securities shall bear the Restricted Securities
Legend. The Restricted Securities Legend on any Certificate evidencing
outstanding Capital Securities shall not be

                                       36
<PAGE>

removed unless there is delivered to the Trust such satisfactory evidence, which
may include an opinion of counsel, as may be reasonably required by the Trust,
that neither the Restricted Securities Legend nor the restrictions on transfer
set forth therein are required to ensure that transfers thereof comply with the
provisions of the Securities Act or that such Securities are not "restricted"
within the meaning of Rule 144 under 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 Certificates that
do not bear the Restricted Securities Legend in exchange for the Capital
Securities Certificates bearing the Restricted Securities Legend.

         (b)      Prior to the Resale Restriction Termination Date, without the
written consent of the Sponsor, Capital Securities may only be transferred: (i)
to a QIB if the instrument of transfer is accompanied by a certificate of the
transferor substantially in the form set forth as Exhibit C hereto; (ii) to an
"accredited investor" within the meaning of Rule 501 (a)(1), (2), (3), (7) or
(8) under the Securities Act if the instrument of transfer is accompanied by a
certificate of the transferee substantially in the form set forth as Exhibit B
hereto; or (iii) to a non-"U.S. Person" in an "offshore transaction" under, and
within the meaning of, Regulation S under the Securities Act if the instrument
of transfer is accompanied by a certificate of the transferee substantially in
the form set forth as Exhibit D hereto. Each certificate furnished pursuant to
this Section 8.2(b) may be an original or a copy (which may be furnished by
facsimile or other form of electronic transmission).

         (c)      The Capital Securities may not be transferred prior to the
Resale Restriction Termination Date except in compliance with restrictions on
transfer set forth in the legend set forth below (the "Restricted Securities
Legend"), and except as otherwise contemplated in Section 8.2(a), prior to the
Resale Restriction Termination Date, each Certificate evidencing outstanding
Capital Securities shall bear the Restricted Securities Legend:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS. 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. THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR
SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES
ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE
LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE
SECURITIES ACT) OF THE TRUST WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS
MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE
DEBENTURE ISSUER OR THE TRUST, (B)

                                       37
<PAGE>

PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE
HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN
RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION
FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN 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, (D) PURSUANT TO
OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT
TO REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE RIGHT OF THE DEBENTURE ISSUER AND THE TRUST PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY
OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF
THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

         THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY
ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, 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 THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE 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 OR SUCH INTEREST OR PARTICIPATION 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 THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT

                                       38
<PAGE>

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 AND HOLDING 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.

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

         THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS
HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN
EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A
LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE
THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY
PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN.

         (d)      Capital Securities may only be transferred in minimum blocks
of $100,000 aggregate liquidation amount (100 Capital Securities) and multiples
of $1,000 in excess thereof. Any attempted transfer of Capital Securities in a
block having an aggregate liquidation amount of less than $100,000 shall be
deemed to be void and of no legal effect whatsoever. Any such purported
transferee shall be deemed not to be a Holder of such Capital Securities for any
purpose, including, but not limited to, the receipt of Distributions on such
Capital Securities, and such purported transferee shall be deemed to have no
interest whatsoever in such Capital Securities.

         Section 8.3. Deemed Security Holders. The Trust, the Administrators,
the Trustees, the Paying Agent, the Transfer Agent or the Registrar may treat
the Person in whose name any Security shall be registered on the Securities
Register of the Trust as the sole Holder and owner of such Security 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 Security on the part of any other Person, whether or not the
Trust, the Administrators, the Trustees, the Paying Agent, the Transfer Agent or
the Registrar shall have actual or other notice thereof.

                                       39
<PAGE>

         Section 8.4. Transfer of Initial Securities. Notwithstanding the
foregoing provisions of this Article VIII or any other provision of this
Declaration (including all Annexes and Exhibits hereto) to the contrary, any or
all of the Capital Securities initially issued to the Purchaser (the "Initial
Securities") may be transferred by the Purchaser to any transferee selected by
it that meets the parameters specified below and, upon delivery to the
Registrar, of originals or copies (which may be by facsimile or other form of
electronic transmission) of a written instrument of transfer in form reasonably
satisfactory to the Registrar duly executed by the Purchaser or the Purchaser's
attorney duly authorized in writing (it being understood that no signature
guarantee shall be required), then the Registrar shall, and is authorized to,
record and register on the Securities Register the transfer of such Initial
Securities to such transferee; thereupon, the Registrar is authorized to confirm
in writing to the transferee and, if requested, to the transferor of such
Initial Securities that such transfer has been registered in the Securities
Register and that such transferee is the Holder of such Initial Securities;
provided, however, that the Purchaser of the Initial Securities, by its
acceptance thereof, agrees that it may not transfer any Initial Securities prior
to the Resale Restriction Termination Date to any transferee that is not a QIB,
an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3), (7) or
(8) under the Securities Act or a non-"U.S. Person" in an "offshore transaction"
under, and within the meaning of, Regulation S under the Securities Act. The
Certificate evidencing the Initial Securities to be transferred, duly endorsed
by the Purchaser, shall be surrendered to the Registrar at the time the transfer
conditions specified in the immediately preceding sentence are satisfied or
within five (5) Business Days after the Registrar has registered the transfer of
such Initial Securities in the Securities Register, and promptly after such
surrender, an Administrator on behalf of the Trust shall execute and, in the
case of a Capital Security Certificate, the Institutional Trustee shall, and is
authorized to, authenticate a Certificate in the name of the transferee as the
new Holder of the Initial Securities evidenced thereby. Until the Certificate
evidencing the Initial Securities so transferred is surrendered to the
Registrar, such Initial Securities may not be transferred by such new Holder. No
other conditions, restrictions or other provisions of this Declaration or any
other document shall apply to a transfer of Initial Securities by the Purchaser.

                                   ARTICLE IX

                           LIMITATION OF LIABILITY OF
                   HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

         Section 9.1. Liability. (a) Except as expressly set forth in this
Declaration, the Guarantee and the terms of the Securities, the Sponsor shall
not be:

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

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

                                       40
<PAGE>

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

         (c)      Pursuant to ss. 3803(a) of the Statutory Trust Act, the
Holders of the Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware, except as otherwise
specifically set forth herein.

         Section 9.2. Exculpation. (a) No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Trust or any Covered
Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of the
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person (other than an
Administrator) shall be liable for any such loss, damage or claim incurred by
reason of such Indemnified Person's negligence, willful misconduct or bad faith
with respect to such acts or omissions and except that an Administrator shall be
liable for any such loss, damage or claim incurred by reason of such
Administrator's gross negligence, willful misconduct or bad faith with respect
to such acts or omissions.

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

         Section 9.3. Fiduciary Duty. (a) To the extent that, at law or in
equity, an Indemnified Person has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to any other Covered Person, an
Indemnified Person acting under this Declaration shall not be liable to the
Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties imposed on the
Institutional Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of the Indemnified Person.

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

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

                                       41
<PAGE>

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

         Section 9.4. Indemnification. (a)
                      ---------------

                  (i)      The Sponsor shall indemnify, to the fullest 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) by
         reason of the fact that such Person is or was an Indemnified Person
         against expenses (including attorneys' fees and expenses), judgments,
         fines and amounts paid in settlement actually and reasonably incurred
         by such Person in connection with such action, suit or proceeding if
         such Person acted in good faith and in a manner such Person 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 such 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 such Person 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 such conduct was unlawful.

                  (ii)     The Sponsor shall indemnify, to the fullest 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 by reason of the fact that such Person is or was an
         Indemnified Person against expenses (including attorneys' fees and
         expenses) actually and reasonably incurred by such Person in connection
         with the defense or settlement of such action or suit if such Person
         acted in good faith and in a manner such Person reasonably believed to
         be in or not opposed to the best interests of the Trust and except that
         no such indemnification shall be made in respect of any claim, issue or
         matter as to which such 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 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 (i) and (ii) of this Section 9.4(a), or in defense of any
         claim, issue or matter therein, such Person shall be indemnified, to

                                       42
<PAGE>

         the fullest extent permitted by law, against expenses (including
         attorneys' fees and expenses) actually and reasonably incurred by such
         Person in connection therewith.

                  (iv)     Any indemnification of an Administrator under
         paragraphs (i) and (ii) of this Section 9.4(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 Indemnified
         Person is proper in the circumstances because such Person has met the
         applicable standard of conduct set forth in paragraphs (i) and (ii).
         Such determination shall be made (A) by the Administrators by a
         majority vote of a Quorum consisting of such Administrators who were
         not parties to such action, suit or proceeding, (B) 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 (C) by the Common Security Holder of the Trust.

                  (v)      To the fullest extent permitted by law, expenses
         (including 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 (i) and (ii) of
         this Section 9.4(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 Indemnified Person to repay such
         amount if it shall ultimately be determined that such Person is not
         entitled to be indemnified by the Sponsor as authorized in this Section
         9.4(a). Notwithstanding the foregoing, no advance shall be made by the
         Sponsor if a determination is reasonably and promptly made (1) in the
         case of a Company Indemnified Person (A) by the Administrators by a
         majority vote of a Quorum of disinterested Administrators, (B) 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 (C) 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 Person
         either believed to be opposed to or 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 such conduct was unlawful, or (2) in the case of a Fiduciary
         Indemnified Person, by independent legal counsel in a written opinion
         that, based upon the facts known to the counsel at the time such
         determination is made, such Indemnified Person acted in bad faith or in
         a manner that such Indemnified Person either believed to be opposed to
         or 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 such conduct was unlawful.
         In no event shall any advance be made (i) to a Company Indemnified
         Person in instances where the Administrators, independent legal counsel
         or the Common Security Holder reasonably determine that such Person
         deliberately breached such Person's duty to the Trust or its Common or
         Capital Security Holders or (ii) to a Fiduciary Indemnified Person in
         instances where independent legal counsel promptly and reasonably
         determines in a written opinion that such

                                       43
<PAGE>

         Person deliberately breached such Person's duty to the Trust or its
         Common or Capital Security Holders.

         (b)      The Sponsor shall indemnify, to the fullest extent permitted
by applicable law, each Indemnified Person from and against any and all loss,
damage, liability, tax (other than taxes based on the income of such Indemnified
Person), penalty, expense or claim of any kind or nature whatsoever incurred by
such Indemnified Person arising out of or in connection with or by reason of the
creation, administration or termination of the Trust, or any act or omission of
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 authority
conferred on such Indemnified Person by this Declaration, except that no
Indemnified Person shall be entitled to be indemnified in respect of any loss,
damage, liability, tax, penalty, expense or claim incurred by such Indemnified
Person by reason of negligence, willful misconduct or bad faith with respect to
such acts or omissions.

         (c)      The indemnification and advancement of expenses provided by,
or granted pursuant to, the other paragraphs of this Section 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 such Person's official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section shall be deemed to be provided by a
contract between the Sponsor and each Indemnified Person who serves in such
capacity at any time while this Section is in effect. Any repeal or modification
of this Section shall not affect any rights or obligations then existing.

         (d)      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 such Person and incurred by such Person in any such
capacity, or arising out of such Person's status as such, whether or not the
Sponsor would have the power to indemnify such Person against such liability
under the provisions of this Section.

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

         (f)      The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, 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.

         (g)      The provisions of this Section shall survive the termination
of this Declaration or the earlier resignation or removal of the Institutional
Trustee. The obligations of

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<PAGE>

the Sponsor under this Section to compensate and indemnify the Trustees and to
pay or reimburse the Trustees for expenses, disbursements and advances shall
constitute additional indebtedness hereunder. Such additional indebtedness shall
be secured by a lien prior to that of the Securities upon all property and funds
held or collected by the Trustees as such, except funds held in trust for the
benefit of the Holders of particular Capital Securities, provided, that the
Sponsor is the Holder of the Common Securities.

         Section 9.5. Outside Businesses. Any Covered Person, the Sponsor, the
Delaware Trustee and the Institutional Trustee (subject to Section 4.3(c)) may
engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the Holders of Securities shall have no rights
by virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. None of any Covered Person, the Sponsor, the Delaware Trustee or the
Institutional Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor, the Delaware Trustee and the Institutional Trustee shall have the
right to take for its own account (individually or as a partner or fiduciary) or
to recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Institutional Trustee may engage or
be interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

         Section 9.6. Compensation; Fee. (a) The Sponsor agrees:
                      -----------------

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

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

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

                                    ARTICLE X

                                   ACCOUNTING

                                       45
<PAGE>

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

         Section 10.2. Certain Accounting Matters.
                       --------------------------

         (a)      At all times during the existence of the Trust, the
Administrators shall keep, or cause to be kept, at the principal office of the
Trust in the United States, as defined for purposes of Treasury Regulations ss.
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 on the accrual method of accounting, in accordance with
generally accepted accounting principles, consistently applied.

         (b)      The Sponsor shall cause the Administrators to deliver, by
hardcopy or electronic transmission, to each Holder of Securities: (1) each Form
10-K and Form 10-Q prepared by the Sponsor and filed with the Commission in
accordance with the Exchange Act, within 10 Business Days after the filing
thereof; (2) if the Sponsor is not then (y) subject to Section 13 or 15(d) of
the Exchange Act or (z) exempt from reporting pursuant to Rule 12g3-2(b)
thereunder, the information required to be provided by Rule 144A(d)(4) under the
Securities Act; and (3) within 90 days after the end of each Fiscal Year of the
Trust, annual financial statements of the Trust, including a balance sheet of
the Trust as of the end of such Fiscal Year and the statements of income or loss
for the Fiscal Year then ended, that are prepared at the principal office of the
Trust in the United States, as defined for purposes of Treasury Regulations ss.
301.7701-7.

         (c)      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.

         (d)      The Administrators shall cause to be duly prepared in the
United States, as defined for purposes of Treasury Regulations ss. 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.

         (e)      So long as a Holder of the Capital Securities is the Purchaser
or an entity that holds a pool of trust preferred securities and/or debt
securities or a trustee thereof, the Sponsor shall cause the Administrators to
deliver, by hardcopy or electronic transmission, the Sponsor's reports on Form
FR Y-9C to the Holder promptly following their filing with the Federal Reserve.

         Section 10.3. Banking. The Trust shall maintain one or more bank
accounts in the United States, as defined for purposes of Treasury Regulations
ss. 301.7701-7, in the name and for the sole benefit of the Trust; provided,
however, that all payments of funds in respect of the

                                       46
<PAGE>

Debentures held by the Institutional Trustee shall be made directly to the
Property Account and no other funds of the Trust shall be deposited in the
Property Account. The sole signatories for such accounts (including the Property
Account) shall be designated by the Institutional Trustee.

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

                                   ARTICLE XI

                             AMENDMENTS AND MEETINGS

         Section 11.1. Amendments. (a) Except as otherwise provided in this
Declaration or by any applicable terms of the Securities, this Declaration may
only be amended by a written instrument approved and executed by

                  (i)      the Institutional Trustee,

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

                  (iii)    if the amendment affects the rights, powers, duties,
         obligations or immunities of the Administrators, the Administrators,
         and

                  (iv)     the Holders of a Majority in liquidation amount of
         the Common Securities.

         (b)      Notwithstanding any other provision of this Article XI, no
amendment shall be made, and any such purported amendment shall be void and
ineffective:

                  (i)      unless the Institutional Trustee shall have first
         received

                                       47
<PAGE>

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

                           (B)      an opinion of counsel (who may be counsel to
                  the Sponsor or the Trust) that such amendment is permitted by,
                  and conforms to, the terms of this Declaration (including the
                  terms of the Securities) and that all conditions precedent to
                  the execution and delivery of such amendment have been
                  satisfied; or

                  (ii)     if the result of such amendment would be to

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

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

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

                           (D)      cause the Debenture Issuer to be unable to
                  treat an amount equal to the liquidation amount of the Capital
                  Securities as "Tier 1 Capital" (or its equivalent) for
                  purposes of the capital adequacy guidelines of the Federal
                  Reserve or any successor regulatory authority with
                  jurisdiction over bank holding companies.

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

         (d)      In addition to and notwithstanding any other provision in this
Declaration, without the consent of each affected Holder, this Declaration may
not be amended to (i) change the amount or timing of any Distribution on the
Securities or any redemption or liquidation provisions applicable to 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 (ii) restrict
the right of a Holder to institute suit for the enforcement of any Distributions
or other amounts on or after their due date.

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

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

                                       48
<PAGE>

         (g)      This Declaration may be amended by the Institutional Trustee
and the Holder of the Common Securities without the consent of the Holders of
the Capital Securities to:

                  (i)      cure any ambiguity;

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

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

                  (iv)     modify, eliminate or add to any provision of this
         Declaration to such extent as may be necessary or desirable, including,
         without limitation, 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);

provided, however, that no such amendment contemplated in clause (i), (ii),
(iii) or (iv) shall adversely affect the powers, preferences, rights or
interests of Holders of Capital Securities.

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

         (a)      Meetings of the Holders of the Capital Securities or the
Common Securities may be called at any time by the Administrators (or as
provided in the terms of such Securities) to consider and act on any matter on
which Holders of such Securities are entitled to act under the terms of this
Declaration, the terms of such Securities or the rules of any stock exchange on
which the Capital Securities are listed or admitted for trading, if any. The
Administrators shall call a meeting of the Holders of such Securities if
directed to do so by the Holders of not less than 10% in liquidation amount of
such Securities. Such direction shall be given by delivering to the
Administrators one or more notices in a writing stating that the signing Holders
of such Securities wish to call a meeting and indicating the general or specific
purpose for which the meeting is to be called. Any Holders of Securities calling
a meeting shall specify in writing the Certificates held by the Holders of the
Securities exercising the right to call a meeting and only those Securities
represented by such Certificates shall be counted for purposes of determining
whether the required percentage set forth in the second sentence of this
paragraph has been met.

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

                  (i)      Notice of any such meeting shall be given to all the
         Holders of the Securities having a right to vote thereat at least 7
         days and not more than 60 days before the date of such meeting.
         Whenever a vote, consent or approval of the Holders of the Securities
         is permitted or required under this Declaration or the

                                       49
<PAGE>

         rules of any stock exchange on which the Capital Securities are listed
         or admitted for trading, if any, 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 liquidation amount of Securities that would be necessary to
         authorize or take such action at a meeting at which all Holders of the
         Securities having a right to vote thereon were present and voting.
         Prompt notice of the taking of action without a meeting shall be given
         to the Holders of the Securities entitled to vote who have not
         consented in writing. The Administrators may specify that any written
         ballot submitted to the Holders of the Securities for the purpose of
         taking any action without a meeting shall be returned to the Trust
         within the time specified by the Administrators.

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

                  (iii)    Unless the Statutory Trust Act, this Declaration, the
         terms of the Securities, the Trust Indenture Act or the listing rules
         of any stock exchange on which the Capital Securities are then listed
         or admitted for trading, if any, 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 ss.
         301.7701-7).

                                   ARTICLE XII

          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

         Section 12.1. Representations and Warranties of Institutional Trustee.
The Trustee that acts as initial Institutional Trustee represents and warrants
to the Trust and to the

                                       50
<PAGE>

Sponsor at the date of this Declaration, and each Successor Institutional
Trustee represents and warrants to the Trust and the Sponsor at the time of the
Successor Institutional Trustee's acceptance of its appointment as Institutional
Trustee, that:

         (a)      the Institutional Trustee is a banking corporation or national
association with trust powers, duly organized, validly existing and in good
standing under the laws of the State of Delaware or the United States of
America, respectively, with trust power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of, this
Declaration;

         (b)      the Institutional Trustee has a combined capital and surplus
of at least fifty million U.S. dollars ($50,000,000);

         (c)      the Institutional Trustee is not an Affiliate of the Sponsor,
nor does the Institutional Trustee offer or provide credit or credit enhancement
to the Trust;

         (d)      the execution, delivery and performance by the Institutional
Trustee of this Declaration has been duly authorized by all necessary action on
the part of the Institutional Trustee, and this Declaration has been duly
executed and delivered by the Institutional Trustee, and under Delaware law
(excluding any securities laws) 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 and the discretion of the court (regardless of
whether considered in a proceeding in equity or at law);

         (e)      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

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

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

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

         (b)      if it is not a natural person, the execution, delivery and
performance by the Delaware Trustee of this Declaration has been duly authorized
by all necessary corporate action on the part of the Delaware Trustee, and this
Declaration has been duly executed and delivered by the Delaware Trustee, and
under Delaware law (excluding any securities laws) constitutes a legal, valid
and binding obligation of the Delaware Trustee, enforceable against it in
accordance

                                       51
<PAGE>

with its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether considered in a proceeding in equity or at law);

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

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

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

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

                                  ARTICLE XIII

                                  MISCELLANEOUS

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

         (a)      if given to the Trust, in care of the Administrators at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Holders of the Securities): North Valley Capital Trust
III, c/o North Valley Bancorp, 300 Park Marina Circle, Redding, California
96001, Attention: Edward J. Czakja, Telecopy: 530-221-4877, Telephone:
530-226-2917;

         (b)      if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as the Delaware Trustee may give notice of to
the Holders of the Securities): Wilmington Trust Company, Rodney Square North,
1100 North Market Street, Wilmington, DE 19890-0001, Attention: Corporate Trust
Administration, Telecopy: 302-651-8882, Telephone: 302-651-1000;

         (c)      if given to the Institutional Trustee, at the Institutional
Trustee's mailing address set forth below (or such other address as the
Institutional Trustee may give notice of to the Holders of the Securities):
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, DE 19890-0001, Attention: Corporate Trust Administration, Telecopy:
302-651-8882, Telephone: 302-651-1000;

                                       52
<PAGE>

         (d)      if given to the Holder of the Common Securities, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Common Securities may give notice of to the Trust): North Valley
Bancorp, 330 Park Marina Circle, Redding, California 96001, Attention: Edward J.
Czakja, Telecopy: 530-221-4877, Telephone: 530-226-2917; or

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

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

         Section 13.2. Governing Law. This Declaration and the rights and
obligations of the parties hereunder shall be governed by and interpreted in
accordance with the law of the State of Delaware and all rights, obligations and
remedies shall be governed by such laws without regard to the principles of
conflict of laws of the State of Delaware or any other jurisdiction that would
call for the application of the law of any jurisdiction other than the State of
Delaware.

         Section 13.3. Submission to Jurisdiction.
                       --------------------------

         (a)      Each of the parties hereto agrees that any suit, action or
proceeding arising out of or based upon this Declaration, or the transactions
contemplated hereby, may be instituted in any of the courts of the State of New
York and the United States District Courts, in each case located in the Borough
of Manhattan, City and State of New York, and further agrees to submit to the
jurisdiction of any competent court in the place of its corporate domicile in
respect of actions brought against it as a defendant. In addition, each such
party irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of such suit,
action or proceeding brought in any such court and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum and irrevocably waives any right to which it
may be entitled on account of its place of corporate domicile. Each such party
hereby irrevocably waives any and all right to trial by jury in any legal
proceeding arising out of or relating to this Declaration or the transactions
contemplated hereby. Each such party agrees that final judgment in any
proceedings brought in such a court shall be conclusive and binding upon it and
may be enforced in any court to the jurisdiction of which it is subject by a
suit upon such judgment.

         (b)      Each of the Sponsor, the Trustees, the Administrators and the
Holder of the Common Securities irrevocably consents to the service of process
on it in any such suit, action or proceeding by the mailing thereof by
registered or certified mail, postage prepaid, to it at its address given in or
pursuant to Section 13.1 hereof.

         (c)      To the extent permitted by law, nothing herein contained shall
preclude any party from effecting service of process in any lawful manner or
from bringing any suit, action or proceeding in respect of this Declaration in
any other state, country or place.

                                       53
<PAGE>

         Section 13.4. Intention of the Parties. It is the intention of the
parties hereto that the Trust be classified for United States federal income tax
purposes as a grantor trust. The provisions of this Declaration shall be
interpreted to further this intention of the parties.

         Section 13.5. Headings. Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.

         Section 13.6. Successors and Assigns. Whenever in this Declaration any
of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether or not so expressed.

         Section 13.7. Partial Enforceability. If any provision of this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration, or the application of
such provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

         Section 13.8. Counterparts. This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the Trustees and Administrators to any of
such counterpart signature pages. All of such counterpart signature pages shall
be read as though one, and they shall have the same force and effect as though
all of the signers had signed a single signature page.

                                       54
<PAGE>

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


                                       WILMINGTON TRUST COMPANY,
                                        as Delaware Trustee

                                       By: _____________________________________
                                           Name:
                                           Title


                                       WILMINGTON TRUST COMPANY,
                                        as Institutional Trustee

                                       By: _____________________________________
                                           Name:
                                           Title


                                       North Valley Bancorp
                                        as Sponsor

                                       By: _____________________________________
                                           Name:
                                           Title


                                       /s/  EDWARD J. CZAJKA
                                       -----------------------------------------
                                       Edward J. Czajka
                                        as Administrator


                                       /s/ J.M. WELLS, JR.
                                       -----------------------------------------
                                       J.M. Wells, Jr.
                                        as Administrator

                                       55
<PAGE>

                                     ANNEX I

                TERMS OF CAPITAL SECURITIES AND COMMON SECURITIES

         Pursuant to Section 6.1 of the Amended and Restated Declaration of
Trust, dated as of May 5, 2004 (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 (collectively, the "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)      Capital Securities. 5,000 Capital Securities of North Valley
Capital Trust III (the "Trust"), with an aggregate liquidation amount with
respect to the assets of the Trust of Five Million Dollars ($5,000,000) and a
liquidation amount with respect to the assets of the Trust of $1,000 per Capital
Security, are hereby designated for the purposes of identification only as the
"MMCapSSM" (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 or to conform
to the rules of any stock exchange on which the Capital Securities are listed,
if any.

         (b)      Common Securities. 155 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. In the absence of an Event of Default, the Common
Securities will have an aggregate liquidation amount with respect to the assets
of the Trust of One Hundred Fifty Five Thousand Dollars ($155,000) and a
liquidation amount with respect to the assets of the Trust of $1,000 per Common
Security.

         2.       Distributions. (a) Distributions payable on each Security will
be payable at a floating rate of interest per annum, which, with respect to any
Distribution Period (as defined herein), will be equal to LIBOR, as determined
on the LIBOR Determination Date for such Distribution Period (or, in the case of
the first Distribution Period, will be 1.17875%), plus 2.80% (the "Coupon
Rate"); provided, however, that the Coupon Rate for any Distribution Period may
not exceed the Interest Rate (as defined in the Indenture) for the related
Interest Period (as defined in the Indenture). Distributions in arrears for more
than one Distribution Period will bear interest thereon, compounded quarterly,
at the applicable Coupon Rate for each Distribution Period thereafter (to the
extent permitted by applicable law). The term "Distributions", as used herein,
includes cash Distributions, any such compounded Distributions and any
Additional Amounts payable on the Debentures 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 legally available in the Property Account
therefor. The amount of Distributions payable for any Distribution Period will
be computed on the basis of a 360-day year and the actual number of days elapsed
in such Distribution Period.

                                     A-I-1
<PAGE>

         The term "Distribution Period", as used herein, means (i) in the case
of the first Distribution Period, the period from, and including, the date of
original issuance of the Securities to, but excluding, the initial Distribution
Payment Date and (ii) thereafter, from, and including, the first day following
the end of the preceding Distribution Period to, but excluding, the applicable
Distribution Payment Date or, in the case of the last Distribution Period, the
related date of redemption.

         (b)      LIBOR shall be determined by the Calculation Agent for each
Distribution Period (other than the first Distribution Period, in which case
LIBOR will be 1.17875% per annum) in accordance with the following provisions:

                  (1)      On the second LIBOR Business Day (provided, that on
         such day commercial banks are open for business (including dealings in
         foreign currency deposits) in London (a "LIBOR Banking Day"), and
         otherwise the next preceding LIBOR Business Day that is also a LIBOR
         Banking Day) prior to the Distribution Payment Date that commences such
         Distribution Period (each such day, a "LIBOR Determination Date"),
         LIBOR shall equal the rate, as obtained by the Calculation Agent, for
         three-month U.S. Dollar deposits in Europe, which appears on Telerate
         (as defined in the International Swaps and Derivatives Association,
         Inc. 2000 Interest Rate and Currency Exchange Definitions) page 3750 or
         such other page as may replace such page 3750, as of 11:00 a.m. (London
         time) on such LIBOR Determination Date, as reported by Bloomberg
         Financial Markets Commodities News or any successor service ("Telerate
         Page 3750"). "LIBOR Business Day" means any day that is not a Saturday,
         Sunday or other day on which commercial banking institutions in The
         City of New York or Wilmington, Delaware are authorized or obligated by
         law or executive order to be closed. If such rate is superseded on
         Telerate Page 3750 by a corrected rate before 12:00 noon (London time)
         on such LIBOR Determination Date, the corrected rate as so substituted
         will be LIBOR for such LIBOR Determination Date.

                  (2)      If, on such LIBOR Determination Date, such rate does
         not appear on Telerate Page 3750, the Calculation Agent shall determine
         the arithmetic mean of the offered quotations of the Reference Banks
         (as defined below) to leading banks in the London interbank market for
         three-month U.S. Dollar deposits in Europe (in an amount determined by
         the Calculation Agent) by reference to requests for quotations as of
         approximately 11:00 a.m. (London time) on such LIBOR Determination Date
         made by the Calculation Agent to the Reference Banks. If, on such LIBOR
         Determination Date, at least two of the Reference Banks provide such
         quotations, LIBOR shall equal the arithmetic mean of such quotations.
         If, on such LIBOR Determination Date, only one or none of the Reference
         Banks provide such a quotation, LIBOR shall be deemed to be the
         arithmetic mean of the offered quotations that at least two leading
         banks in The City of New York (as selected by the Calculation Agent)
         are quoting on such LIBOR Determination Date for three-month U.S.
         Dollar deposits in Europe at approximately 11:00 a.m. (London time) (in
         an amount determined by the Calculation Agent). As used herein,
         "Reference Banks" means four major banks in the London interbank market
         selected by the Calculation Agent.

                                     A-I-2
<PAGE>

                  (3)      If the Calculation Agent is required but is unable to
         determine a rate in accordance with at least one of the procedures
         provided above, LIBOR for such Distribution Period shall be LIBOR in
         effect for the immediately preceding Distribution Period.

         (c)      All percentages resulting from any calculations on the
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).

         (d)      On each LIBOR Determination Date, the Calculation Agent shall
notify, in writing, the Sponsor and the Paying Agent of the applicable Coupon
Rate that applies to the related Distribution Period. The Calculation Agent
shall, upon the request of a Holder of any Securities, inform such Holder of the
Coupon Rate that applies to the related Distribution Period. All calculations
made by the Calculation Agent in the absence of manifest error shall be
conclusive for all purposes and binding on the Sponsor and the Holders of the
Securities. The Paying Agent shall be entitled to rely on information received
from the Calculation Agent or the Sponsor as to the applicable Coupon Rate. The
Sponsor shall, from time to time, provide any necessary information to the
Paying Agent relating to any original issue discount and interest on the
Securities that is included in any payment and reportable for taxable income
calculation purposes.

         (e)      Distributions on the Securities will be cumulative, will
accrue from the date of original issuance, and will be payable, subject to
extension of Distribution Periods as described herein, quarterly in arrears on
January 23rd, April 23rd, July 23rd and October 23rd of each year, commencing on
July 23, 2004 (each, a "Distribution Payment Date"), and on any earlier date of
redemption, as applicable. 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 such
extended interest payment period, together with all previous and future
consecutive extensions thereof, is referred to herein as an "Extension Period")
at any time and from time to time on the Debentures, subject to the conditions
described below and in the Indenture. No Extension Period may end on a date
other than a Distribution Payment Date or extend beyond the Maturity Date, any
Optional Redemption Date or the Special Redemption Date, as the case may be
(each such term as defined herein). During any Extension Period, interest will
continue to accrue on the Debentures, and interest on such accrued interest
(such accrued interest and interest thereon referred to herein as "Deferred
Interest") will accrue, at an annual rate equal to the Coupon Rate applicable
during such Extension Period, compounded quarterly from the date such Deferred
Interest would have been payable were it not for the Extension Period, to the
extent permitted by applicable law. At the end of any Extension Period, the
Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the
Debentures; provided, however, that during any Extension Period, the Debenture
Issuer may 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 capital stock, (ii) make any payment of principal or premium
or interest on or repay, repurchase or redeem any debt securities of the
Debenture Issuer that rank in all respects pari passu with or junior in interest
to the Debentures or (iii) make any payment under any guarantees of the
Debenture Issuer that rank

                                     A-I-3
<PAGE>

in all respects pari passu with or junior in interest to the Guarantee (other
than (a) repurchases, redemptions or other acquisitions of shares of capital
stock of the Debenture Issuer (A) 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, (B) in connection with a dividend
reinvestment or stockholder stock purchase plan or (C) 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
stockholder's rights plan, or the issuance of rights, stock or other property
under any stockholder's rights plan, or the redemption or repurchase of rights
pursuant thereto, or (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 in interest to such
stock). Prior to the termination of any Extension Period, the Debenture Issuer
may further extend such Extension Period, provided, that no Extension Period
(including all previous and further consecutive extensions that are part of such
Extension Period) shall exceed 20 consecutive quarterly periods. Upon the
termination of any Extension Period and upon the payment of all Deferred
Interest, the Debenture Issuer may commence a new Extension Period, subject to
the requirements herein and in the Indenture. No interest or Deferred Interest
(except any Additional Amounts that may be due and payable) shall be due and
payable during an Extension Period, except at the end thereof, but Deferred
Interest shall accrue upon each installment of interest that would otherwise
have been due and payable during such Extension Period until such installment is
paid.

         As a consequence of any Extension Period, Distributions will be
deferred. Notwithstanding any such deferral, Distributions will continue to
accrue on the Securities, and Distributions on such accrued Distributions will
accrue, at the Coupon Rate applicable during such Extension Period, compounded
quarterly, to the extent permitted by applicable law. If Distributions are
deferred, the Distributions due shall be paid on the date that such Extension
Period terminates to Holders of the Securities as they appear on the books and
records of the Trust on the regular record date immediately preceding the
Distribution Payment Date on which such Extension Period terminates to the
extent that the Trust has funds legally available for the payment of such
Distributions in the Property Account of the Trust.

         The Trust's funds available for Distributions 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.

         (f)      Distributions on the Securities on any Distribution Payment
Date will be payable to the Holders thereof as they appear on the books and
records of the Registrar on the relevant regular record dates. The relevant
"regular record dates" shall be 15 days before the relevant Distribution Payment
Dates. Distributions payable on any Securities that are not

                                     A-I-4
<PAGE>

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 original relevant
regular record date, and such defaulted Distributions will instead be payable to
the Person in whose name such Securities are registered on the regular record
date preceding the Distribution Payment Date on which the related Extension
Period terminates or, in the absence of an Extension Period, a special record
date therefor selected by the Administrators.

         (g)      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.

         (h)      If any Distribution Payment Date other than any date of
redemption falls on a day that is not a Business Day, then Distributions payable
will be paid on, and such Distribution Payment Date will be moved to, the next
succeeding Business Day, and additional Distributions will accrue for each day
that such payment is delayed as a result thereof.

         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"), the Holders of the Securities will be
entitled to receive out of the assets of the Trust legally 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), an
amount in cash equal to the aggregate of the liquidation amount of $1,000 per
Security plus unpaid Distributions accrued thereon to the date of payment
(collectively, the "Liquidation Distribution"), unless: (i) the Debentures have
been redeemed in full in accordance with the terms thereof and of the Indenture;
or (ii) the Debentures in an aggregate principal amount equal to the aggregate
liquidation amount of such Securities and bearing accrued and unpaid interest in
an amount equal to the accrued and unpaid Distributions on such Securities,
after paying or making reasonable provision to pay all claims and obligations of
the Trust in accordance with Section 3808(e) of 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, upon receipt by the Debenture Issuer and the Institutional
Trustee for the benefit of the Trust of (i) an opinion of nationally recognized
tax counsel that Holders will not recognize any gain or loss for United States
Federal income tax purposes as a result of the distribution of Debentures, to
dissolve the Trust (including, without limitation, upon the occurrence of a Tax
Event, an Investment Company Event or a Capital Treatment Event, each as defined
herein) and (ii) prior approval from the Board of Governors of the Federal
Reserve System (the "Federal Reserve") (if then required under applicable
capital guidelines or policies of the Federal Reserve) 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 liquidation amount thereof.

         The Trust shall dissolve on the first to occur of (i) July 23, 2039,
the expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to
the Sponsor, the Trust or the

                                     A-I-5
<PAGE>

Debenture Issuer, (iii) (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) the filing of a certificate of dissolution or its
equivalent with respect to the Sponsor or upon the revocation of the charter of
the Sponsor and the expiration of 90 days after the date of revocation without a
reinstatement thereof, (iv) the distribution of all of the Debentures to the
Holders of the Securities, upon exercise of the right of the Holders of all of
the outstanding Common Securities to dissolve the Trust as described above, (v)
the entry of a decree of a judicial dissolution of any Holder of the Common
Securities, the Sponsor, the Trust or the Debenture Issuer, (vi) when all of the
Securities are then subject to redemption and the amounts necessary for
redemption thereof shall have been paid to the Holders in accordance with the
terms of the Securities or (vii) before the issuance of any Securities, with the
consent of all of the Trustees and the Sponsor. As soon as practicable after the
dissolution of the Trust and upon completion of the winding up of the Trust, the
Trust shall terminate upon the filing of a certificate of cancellation with the
Secretary of State of the State of Delaware.

         Notwithstanding the foregoing, if a Liquidation of the Trust occurs as
described in clause (i), (ii), (iii) or (v) in the immediately preceding
paragraph, the Trust shall be liquidated by the Institutional Trustee of the
Trust as expeditiously as such Trustee determines to be practical by
distributing, after satisfaction of liabilities to creditors of the Trust (to
the extent not satisfied by the Debenture Issuer) as provided by applicable law,
to the Holders of the Securities, the Debentures on a Pro Rata basis, unless
such distribution is determined by the Institutional Trustee not to be
practical, in which event such Holders will be entitled to receive on a Pro Rata
basis, out of the assets of the Trust legally available for distribution to the
Holders of the Securities, after satisfaction of liabilities to creditors of the
Trust (to the extent not satisfied by the Debenture Issuer), an amount in cash
equal to the Liquidation Distribution. A Liquidation of the Trust pursuant to
clause (iv) of the immediately preceding paragraph shall occur if the
Institutional Trustee determines that such Liquidation is practical by
distributing, after satisfaction of liabilities to creditors of the Trust (to
the extent not satisfied by the Debenture Issuer), to the Holders of the
Securities on a Pro Rata basis, the Debentures, and such distribution occurs.

         If, upon any Liquidation of the Trust, 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 the Securities shall be paid to the Holders of the
Securities on a Pro Rata basis, except that if an Event of Default has occurred
and is continuing, then the Capital Securities shall have a preference over the
Common Securities with regard to such amounts.

         Upon any Liquidation of the Trust involving a distribution of the
Debentures, if at the time of such Liquidation, the Capital Securities were
rated by at least one nationally-recognized statistical rating organization, the
Debenture Issuer will use its reasonable best efforts to obtain from at least
one such or other rating organization a rating for the Debentures.

         After the date for any distribution of the Debentures upon any
Liquidation of the Trust, (i) the Securities of the Trust will be deemed to be
no longer outstanding, (ii) any certificates representing the Capital Securities
will be deemed to represent undivided beneficial interests in such of the
Debentures as have an aggregate principal amount equal to the aggregate

                                     A-I-6
<PAGE>

liquidation amount of such Capital Securities and bearing accrued and unpaid
interest equal to accrued and unpaid Distributions on such Capital 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 shall be made to Holders of Securities in respect of any payments due
and payable under the Debentures) and (iii) all rights of Holders of Securities
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 July 23, 2034 (the "Maturity
Date") at an amount in cash equal to 100% of the principal amount thereof plus
unpaid interest accrued thereon to such date (the "Maturity Redemption Price").
The Debentures may be redeemed by the Debenture Issuer, at its option, in whole
or in part, on any Distribution Payment Date on or after July 23, 2009 (each, an
"Optional Redemption Date"), at the Optional Redemption Price, upon not less
than 30 nor more than 60 days' prior written notice to holders of such
Debentures. In addition, upon the occurrence and continuation of a Tax Event, an
Investment Company Event or a Capital Treatment Event, the Debentures may be
redeemed by the Debenture Issuer, at its option, in whole but not in part, at
any time within 90 days following the occurrence of such Tax Event, Investment
Company Event or Capital Treatment Event, as the case may be (the "Special
Redemption Date"), at the Special Redemption Price, upon not less than 30 nor
more than 60 days' prior written notice to holders of the Debentures so long as
such Tax Event, Investment Company Event or Capital Treatment Event, as the case
may be, is continuing. In each case, the right of the Debenture Issuer to redeem
the Debentures prior to maturity is subject to the Debenture Issuer and the
Trust having received prior approval from the Federal Reserve, if then required
under applicable capital guidelines or policies of the Federal Reserve.
Additional interest may also be payable by the Debenture Issuer in connection
with such Tax Event, Investment Company Event or Capital Treatment Event as
specified in Section 10.02 of the Indenture. Any such interest received by the
Trust will be distributed promptly to Holders of the Securities on a Pro Rata
basis.

         "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, regulatory procedure, notice or announcement) (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) if the Debenture Issuer is organized and existing under the
laws of the United States or any state thereof or the District of Columbia
interest payable by the Debenture Issuer on the Debentures is not, or within 90
days of the date

                                     A-I-7
<PAGE>

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 or otherwise
required to pay, or required to withhold from Distributions, more than a de
minimis amount of other taxes (including withholding taxes), duties, assessments
or other governmental charges.

         "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 a change in law or regulation or written 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 becomes effective on
or after the date of the original issuance of the Debentures.

         "Capital Treatment Event" means, if the Debenture Issuer is organized
and existing under the laws of the United States or any state thereof or the
District of Columbia, 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 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 Debenture Issuer will not, within 90 days of the date of such opinion,
be entitled to treat an amount equal to the aggregate liquidation amount of the
Capital Securities as "Tier 1 Capital" (or the then equivalent thereof) for
purposes of the capital adequacy guidelines of the Federal Reserve (or any
successor regulatory authority with jurisdiction over bank holding companies),
as then in effect and applicable to the Debenture Issuer; provided, however,
that the distribution of the Debentures in connection with the Liquidation of
the Trust by the Debenture Issuer 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.

         "Optional Redemption Price" means an amount in cash equal to 100% of
the principal amount of the Debentures being redeemed plus unpaid interest
accrued on such Debentures to the related Optional Redemption Date.

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

         "Special Redemption Price" means, with respect to the redemption of the
Debentures following a Special Event, an amount in cash equal to 104.20% of the
principal amount of the Debentures to be redeemed prior to July 23, 2005 and
thereafter equal to the percentage of the principal amount of the Debentures
that is specified below for the Special Redemption Date plus, in each case,
unpaid interest accrued thereon to the Special Redemption Date:

                                     A-I-8
<PAGE>

Special Redemption Price During the
12-Month Period beginning July 23,                Percentage of Principal Amount
----------------------------------                ------------------------------
    2005                                                    103.360%
    2006                                                    102.520%
    2007                                                    101.680%
    2008                                                    100.840%
    2009 and thereafter                                     100.000%

         (b)      Upon any repayment of the Debentures at maturity or in whole
or in part upon redemption (other than following the distribution of the
Debentures to the Holders of the Securities), the proceeds from such repayment
shall concurrently be applied to redeem Pro Rata, at a redemption price
corresponding to the applicable Maturity Redemption Price, Optional Redemption
Price or Special Redemption Price for the Debentures, as the case may be,
Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Debentures so repaid; provided, however, that Holders of
such Securities shall be given not less than 30 nor more than 60 days' prior
written notice of such redemption (other than a redemption resulting from the
maturity of the Debentures on the Maturity Date).

         (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 as described in Section
4(e)(ii) below.

         (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 Distribution Periods terminating on or before the
related date of redemption.

         (e)      Redemption or Distribution Procedures.

                  (i)      Written notice of any redemption of, or written
         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 of redemption
         or exchange thereof which, in the case of a redemption, will be the
         date of redemption of the Debentures. For purposes of the calculation
         of the date of redemption or exchange and the dates on which notices
         are given pursuant to this Section 4(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 Registrar. No defect in the
         Redemption/Distribution Notice or in the mailing thereof with respect
         to

                                     A-I-9
<PAGE>

         any Holder shall affect the validity of the redemption or exchange
         proceedings with respect to any other Holder.

                  (ii)     In the event that fewer than all the outstanding
         Capital Securities are to be redeemed, the Capital Securities to be
         redeemed shall be redeemed Pro Rata from each Holder.

                  (iii)    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 or repaid as set out in this Section
         (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 price payable upon redemption of the
         Securities 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 related date of redemption. 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 subject to
         redemption and all rights of Holders of such Securities so subject to
         redemption will cease, except the right of the Holders of such
         Securities to receive the applicable price specified in Section 4(a),
         but without interest on such price. If any date of redemption of the
         Securities falls on a day that is not a Business Day, then payment of
         all amounts payable on such date will be made on the next succeeding
         Business Day, and no additional Distributions will accrue in respect of
         such payment on such next succeeding Business Day. If any amount
         payable upon redemption of the Securities is improperly withheld or
         refused and not paid either by the Trust, the Debenture Issuer or the
         Sponsor as guarantor pursuant to the Guarantee, Distributions on such
         Securities will continue to accrue at the Coupon Rate applicable from
         the date of redemption to the actual date of payment, in which case the
         actual payment date will be considered the date of redemption for
         purposes of calculating the price payable upon redemption of the
         Securities. 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.

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

                  (v)      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.

                                     A-I-10
<PAGE>

         5.       Voting Rights - Capital Securities. (a) Except as provided
under Sections 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 not less than 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 (i) directing the time,
method, place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waiving any past default and its
consequences that are waivable under the Indenture, (iii) exercising any right
to rescind or annul an acceleration of the principal of all the Debentures or
(iv) consenting 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 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 not less
than 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 or Super Majority,
as the case may be, 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
premium, if any, on or principal of the Debentures on the date such interest,
premium, if any, or principal is payable (or in the case of redemption, the date
of redemption), then a Holder 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
premium, if any, 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 clause (i), (ii), (iii) or (iv) above unless the
Institutional Trustee has obtained an

                                     A-I-11
<PAGE>

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

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

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

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

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

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

                                     A-I-12
<PAGE>

of the principal of all the Debentures. Notwithstanding this Section 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 clause (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, the 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 the Holder 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 the Holder of the Common Securities is entitled to vote, or of
any matter upon which action by written consent of such Holder is to be taken,
to be mailed to the 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 Holder is 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 Holder of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

         7.       Amendments to Declaration and Indenture. In addition to any
requirements under Section 11.1 of the Declaration, if any proposed amendment to
the Declaration provides for, or the Trustees 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 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 Holders of the affected Securities 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 a Majority in liquidation
amount of such Securities.

         (a)      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

                                     A-I-13
<PAGE>

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 written direction of the Holders of not less than the
proportion in liquidation amount of the Securities which the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding.

         (b)      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.

         (c)      Notwithstanding any provision of the Declaration, the right of
any Holder of the Capital Securities to receive payment of Distributions and
payments upon redemption, Liquidation 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 outstanding unless, in relation to a
payment, an Event of Default has occurred and is continuing, in which case any
funds available to make such payment shall be paid first to each Holder of the
Capital Securities Pro Rata according to the aggregate liquidation amount of the
Capital Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Capital Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Capital Securities, to
each Holder of the Common Securities Pro Rata according to the aggregate
liquidation amount of the Common Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Common Securities outstanding.

         9.       Ranking. The Capital Securities rank pari passu with, and
payment thereon shall be made Pro Rata with, the Common Securities except that,
where an Event of Default has occurred and is continuing, the rights of Holders
of the Common Securities to receive payment of Distributions and payments upon
Liquidation, redemption and otherwise are subordinated to the rights of the
Holders of the Capital Securities with the result that no payment of any
Distribution on, or any amount payable upon the redemption of, any Common
Security, and no payment to the Holder of any Common Security on account of the
Liquidation of the Trust, shall be made unless payment in full in cash of (i)
all accrued and unpaid Distributions on all outstanding Capital Securities for
all Distribution Periods terminating on or prior thereto, (ii) all amounts
payable upon Capital Securities then subject to redemption and (iii) all amounts
payable upon Capital Securities in the event of the Liquidation of the Trust, in
each case, shall have been made or provided for, and all funds immediately
available to the Institutional Trustee

                                     A-I-14
<PAGE>

shall first be applied to the payment in full in cash of the amounts specified
in clause (i), (ii) and (iii) above that are 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 and the Indenture,
including the subordination provisions therein.

         11.      No Preemptive Rights. The Holders of the Securities shall have
no, and the issuance of the Securities is not subject to, 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.

                                     A-I-15
<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"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS. 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. THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR
SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES
ACT) AFTER THE LATER OF . (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE
LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE
SECURITIES ACT) OF THE TRUST WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS
MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE
DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER," AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7)
OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN 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, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE DEBENTURE ISSUER AND THE
TRUST PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE . (C) OR (E)
ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED
AND RESTATED DECLARATION OF

                                     A-1-1
<PAGE>

TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST.
THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY
WITH THE FOREGOING RESTRICTIONS.

         THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY
ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, 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 THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE 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 OR SUCH INTEREST OR PARTICIPATION 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 THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, 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 AND HOLDING 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.

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

         THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS
HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN
EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A
LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. ANY

                                     A-1-2
<PAGE>

SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY
OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

                                     A-1-3
<PAGE>

Certificate Number [_____]                  Number of Capital Securities [_____]

                              CUSIP NO [_________]

                    Certificate Evidencing Capital Securities

                                       of

                         North Valley Capital Trust III

                               Capital Securities

                (liquidation amount $1,000 per Capital Security)

         North Valley Capital Trust III, a statutory trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
_________________________________ is the registered owner (the "Holder") of
5,000 capital securities of the Trust representing undivided beneficial
interests in the assets of the Trust, designated as MMCapSSM (liquidation amount
$1,000 per Capital Security) (the "Capital Securities"). Subject to the
Declaration (as defined below), the Capital Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this Certificate duly endorsed and in proper form for transfer. The
Capital Securities represented hereby are issued pursuant to, and the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust, dated
as of May 5, 2004, among Edward J. Czajka and J.M. Wells, Jr., as
Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company, as Institutional Trustee, North Valley 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 the 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 and the Indenture 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.

         By acceptance 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 Capital Securities as evidence of undivided beneficial ownership in the
Debentures.

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

                                     A-1-4
<PAGE>

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

                                       North Valley Capital Trust III

                                       By:______________________________________
                                          Name:
                                          Title: Administrator

                                       Dated: __________________________________


                          CERTIFICATE OF AUTHENTICATION

         This Certificate represents Capital Securities referred to in the
within-mentioned Declaration.

                                       WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as the Institutional Trustee

                                       By:______________________________________
                                          Authorized Officer

                                       Dated: __________________________________

                                     A-1-5
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Capital Security will be payable at a
floating rate of interest per annum, which, with respect to any Distribution
Period (as defined herein), will be equal to LIBOR, as determined on the LIBOR
Determination Date for such Distribution Period, (or, in the case of the first
Distribution Period, will be 1.17875%), plus 2.80% (the "Coupon Rate");
provided, however, that the Coupon Rate for any Distribution Period may not
exceed the Interest Rate (as defined in the Indenture) for the related Interest
Period (as defined in the Indenture). Distributions in arrears for more than one
Distribution Period will bear interest thereon, compounded quarterly, at the
applicable Coupon Rate for each Distribution Period thereafter (to the extent
permitted by applicable law). The term "Distributions", as used herein, includes
cash Distributions, any such compounded Distributions and any Additional Amounts
payable on the Debentures, 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
legally available in the Property Account therefor. The amount of Distributions
payable for any Distribution Period will be computed on the basis of a 360-day
year and the actual number of days elapsed in such Distribution Period.

         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 January 23rd, April 23rd, July 23rd
and October 23rd of each year, commencing on July 23, 2004 (each, a
"Distribution Payment Date"), and on any earlier date of redemption, subject, in
each case, to the Business Day convention specified in the Declaration. 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 such extended interest payment period,
together with all previous and future consecutive extensions thereof, is
referred to herein as an "Extension Period") at any time and from time to time
on the Debentures, subject to the conditions described below and in the
Declaration and the Indenture. No Extension Period may end on a date other than
a Distribution Payment Date or extend beyond the Maturity Date, any Optional
Redemption Date or the Special Redemption Date, as the case may be. During any
Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest (such accrued interest and interest thereon
referred to herein as "Deferred Interest") will accrue, at an annual rate equal
to the Coupon Rate applicable during such Extension Period, compounded quarterly
from the date such Deferred Interest would have been payable were it not for the
Extension Period, to the extent permitted by applicable law. At the end of any
Extension Period, the Debenture Issuer shall pay all Deferred Interest then
accrued and unpaid on the Debentures; provided, however, that prior to the
termination of any Extension Period, the Debenture Issuer may further extend
such Extension Period, provided, that no Extension Period (including all
previous and further consecutive extensions that are part of such Extension
Period) shall exceed 20 consecutive quarterly periods. Upon the termination of
any Extension Period and upon the payment of all Deferred Interest, the
Debenture Issuer may commence a new Extension Period, subject to the
requirements set forth herein and in the Declaration and the Indenture. No
interest or Deferred Interest (except any Additional Amounts that may be due and
payable) shall be due and payable during an Extension Period, except at the end
thereof, but Deferred Interest shall accrue upon each installment of interest
that would otherwise have been due and payable during such Extension Period
until such installment is paid.

                                     A-1-6
<PAGE>

         As a consequence of any Extension Period, Distributions will be
deferred. If Distributions are deferred, the Distributions due shall be paid on
the date that the related Extension Period terminates to Holders of the Capital
Securities as they appear on the books and records of the Trust on the regular
record date immediately preceding the Distribution Payment Date on which such
Extension Period terminates to the extent that the Trust has funds legally
available for the payment of such Distributions in the Property Account of the
Trust.

         The Capital Securities shall be redeemable, and shall be entitled to
the Liquidation Distribution, as provided in the Declaration.


                                     A-1-7
<PAGE>

                                   ASSIGNMENT

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

________________________

________________________

________________________

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

________________________

________________________

________________________

(Insert address and zip code of assignee),

and irrevocably appoints _______________________________________________________
as agent to transfer the Capital Securities evidenced by this Capital Security
Certificate on the books of the Trust. The agent may substitute another to act
for it, 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-1-8
<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

         EXCEPT AS SET FORTH IN SECTION 8.1(b) OF THE DECLARATION (AS DEFINED
BELOW), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED.


                                     A-2-1
<PAGE>

Certificate Number [_____]                    Number of Common Securities [____]

                    Certificate Evidencing Common Securities

                                       of

                         North Valley Capital Trust III

         North Valley Capital Trust III, a statutory trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that North Valley
Bancorp is the registered owner (the "Holder") of 155 common securities of the
Trust representing undivided beneficial interests in the assets of the Trust
(liquidation amount $1,000 per Common Security)(the "Common Securities"). The
Common Securities represented hereby are issued pursuant to, and the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust, dated
as of May 5, 2004, among Edward J. Czajka and J.M. Wells, Jr. , as
Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company, as Institutional Trustee, the Holder, 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 Common Securities as set forth in
Annex I to the 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 Sponsor will provide a copy of the
Declaration and the Indenture to the Holder without charge upon written request
to the Sponsor at its principal place of business.

         As set forth in the Declaration, when an Event of Default has occurred
and is continuing, the rights of the Holder 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.

         By acceptance 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 Certificate and the Common Securities evidenced hereby are
governed by, and shall be construed in accordance with, the laws of the State of
Delaware, without regard to principles of conflict of laws.

                                     A-2-2
<PAGE>

         IN WITNESS WHEREOF, the Trust has executed this Certificate this ___
day of ____, 2004.

                                       North Valley Capital Trust III


                                       By:______________________________________
                                          Name:
                                          Title: Administrator


                                     A-2-3
<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 a
floating rate of interest per annum, which, with respect to any Distribution
Period (as defined herein), will be equal to LIBOR, as determined on the LIBOR
Determination Date for such Distribution Period, (or, in the case of the first
Distribution Period, will be 1.17875%), plus 2.80% (the "Coupon Rate");
provided, however, that the Coupon Rate for any Distribution Period may not
exceed the Interest Rate (as defined in the Indenture) for the related Interest
Period (as defined in the Indenture). Distributions in arrears for more than one
Distribution Period will bear interest thereon, compounded quarterly, at the
applicable Coupon Rate for each Distribution Period thereafter (to the extent
permitted by applicable law). The term "Distributions", as used herein, includes
cash Distributions, any such compounded Distributions and any Additional Amounts
payable on the Debentures, 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
legally available in the Property Account therefor. The amount of Distributions
payable for any Distribution Period will be computed on the basis of a 360-day
year and the actual number of days elapsed in such Distribution Period.

         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 January 23rd, April 23rd, July 23rd
and October 23rd of each year, commencing on July 23, 2004 (each, a
"Distribution Payment Date"), and on any earlier date of redemption, subject, in
each case, to the Business Day convention specified in the Declaration. 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 such extended interest payment period,
together with all previous and future consecutive extensions thereof, is
referred to herein as an "Extension Period") at any time and from time to time
on the Debentures, subject to the conditions described below and in the
Declaration and the Indenture. No Extension Period may end on a date other than
a Distribution Payment Date or extend beyond the Maturity Date, any Optional
Redemption Date or the Special Redemption Date, as the case may be. During any
Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest (such accrued interest and interest thereon
referred to herein as "Deferred Interest") will accrue, at an annual rate equal
to the Coupon Rate applicable during such Extension Period, compounded quarterly
from the date such Deferred Interest would have been payable were it not for the
Extension Period, to the extent permitted by applicable law. At the end of any
Extension Period, the Debenture Issuer shall pay all Deferred Interest then
accrued and unpaid on the Debentures; provided, however, that prior to the
termination of any Extension Period, the Debenture Issuer may further extend
such Extension Period, provided, that no Extension Period (including all
previous and further consecutive extensions that are part of such Extension
Period) shall exceed 20 consecutive quarterly periods. Upon the termination of
any Extension Period and upon the payment of all Deferred Interest, the
Debenture Issuer may commence a new Extension Period, subject to the
requirements set forth herein and in the Declaration and the Indenture. No
interest or Deferred Interest (except any Additional Amounts that may be due and
payable) shall be due and payable during an Extension Period, except at the end
thereof, but Deferred Interest shall accrue upon each installment of interest
that would otherwise have been due and payable during such Extension Period
until such installment is paid.

                                     A-2-4
<PAGE>

         As a consequence of any Extension Period, Distributions will be
deferred. 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 regular
record date immediately preceding the Distribution Payment Date on which such
Extension Period terminates to the extent that the Trust has funds legally
available for the payment of such Distributions in the Property Account of the
Trust.

         The Common Securities shall be redeemable, and shall be entitled to the
Liquidation Distribution, as provided in the Declaration.


                                     A-2-5
<PAGE>

                                   ASSIGNMENT

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

________________________

________________________

________________________

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

________________________

________________________

________________________

(Insert address and zip code of assignee),

and irrevocably appoints as agent to transfer the Common Securities evidenced by
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 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-2-6
<PAGE>

                                                                       EXHIBIT B

      FORM OF TRANSFEREE CERTIFICATE TO BE EXECUTED BY ACCREDITED INVESTORS

                                                                 __________, [ ]

North Valley Bancorp
North Valley Capital Trust III
330 Park Marina Circle,
Redding, California 96001

Re:   Purchase of $[_________] liquidation amount of MMCapSSM
      (the "Capital Securities") of North Valley Capital Trust III (the "Trust")
       -----------------------------------------------------------------------


Ladies and Gentlemen:

         In connection with our purchase of the Capital Securities, we confirm
that:

         1.       We understand that the Capital Securities of the Trust have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold except as permitted in the
following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing the Capital Securities that, if we decide to
offer, sell or otherwise transfer any such Capital Securities prior to the date
which is the later of (i) two years (or such shorter period of time as permitted
by Rule 144(k) under the Securities Act) after the later of (Y) the date of
original issuance of the Capital Securities and (Z) the last date on which the
Trust or any Affiliate (as defined in Rule 405 under the Securities Act) of the
Trust was the holder of any such Capital Securities (or any predecessor thereto)
and (ii) such later date, if any, as may be required by any subsequent change in
applicable law (the "Resale Restriction Termination Date"), then such offer,
sale or other transfer will be made only (a) to the Company or the Trust, (b)
pursuant to Rule 144A under the Securities Act, to a person we reasonably
believe is a qualified institutional buyer under Rule 144A (a "QIB"), that
purchases for its own account or for the account of a QIB and to whom notice is
given that the transfer is being made in reliance on Rule 144A, (c) pursuant to
an exemption from registration, to an "accredited investor" within the meaning
of subparagraph (a) (1), (2), (3), (7) or (8) of Rule 501 under the Securities
Act that is acquiring any

                                      B-1
<PAGE>

such Capital Securities for its own account or for the account of such an
accredited investor for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the
Securities Act, (d) pursuant to offers and sales to non-U.S. Persons that occur
outside the United States pursuant to Regulation S under the Securities Act, or
(e) pursuant to another available exemption from the registration requirements
of the Securities Act, and in each of the foregoing cases in accordance with any
applicable state securities laws and any requirements of law that govern the
disposition of our property. If any resale or other transfer of the Capital
Securities is proposed to be made pursuant to clause (c) above, the transferor
shall deliver a letter from the transferee substantially in the form of this
letter to the Institutional Trustee as Transfer Agent, which shall provide as
applicable, among other things, that the transferee is an accredited investor
within the meaning of subparagraph (a)(1), (2), (3), (7) or (8) of Rule 501
under the Securities Act that is acquiring B-1 such Capital Securities for
investment purposes and not for any distribution in violation of the Securities
Act. In addition, if any resale or other transfer of the Capital Securities is
proposed to be made pursuant to clause (b) or (d) above, the transferor, in the
case of clause (b), or the transferee, in the case of clause (d), shall deliver
a letter substantially in the form of Exhibit C, in the case of clause (b), or
Exhibit D, in the case of clause (d), to the Declaration. We acknowledge on our
behalf and on behalf of any investor account for which we are purchasing Capital
Securities that the Company and the Trust reserve the right prior to any offer,
sale or other transfer pursuant to clause (c) or (e) to require the delivery of
any opinion of counsel, certifications and/or other information satisfactory to
North Valley Bancorp (the "Company") and the Trust. We understand that the
certificates for any Capital Securities that we receive prior to the Resale
Restriction Termination Date will bear a legend substantially to the effect of
the foregoing.

         2.       We are an accredited investor within the meaning of
subparagraph (a) (1), (2), (3), (7) or (8) of Rule 501 under the Securities Act
purchasing for our own account or for the account of such an accredited
investor, and we are acquiring the Capital Securities for investment purposes
and not with view to, or for offer or sale in connection with, any distribution
in violation of the Securities Act, and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Capital Securities, and we and any account for
which we are acting are each able to bear the economic risks of our or its
investment.

         3.       We are acquiring the Capital Securities purchased by us for
our own account (or for one or more accounts as to each of which we exercise
sole investment discretion and have authority to make, and do make, the
statements contained in this letter) and not with a view to any distribution of
the Capital Securities in violation of the Securities Act, subject,
nevertheless, to the understanding that the disposition of our property will at
all times be and remain within our control.

         4.       In the event that we purchase any Capital Securities, we will
acquire such Capital Securities having an aggregate liquidation amount of not
less than $100,000 for our own account and for each separate account for which
we are acting.

         5.       We acknowledge that we either (A) are not a fiduciary of a
pension, profit-sharing or other employee benefit plan or arrangement subject to
the Employee Retirement Income Security Act of 1974, as amended, or to Section
4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or an entity
whose assets include "plan assets" by reason of any Plan's investment in the
entity and are not purchasing the Capital Securities on behalf of or with "plan
assets" by reason of any Plan's investment in the entity and are not purchasing
the Capital Securities on behalf of or with "plan assets" of any Plan or (B) are
eligible for the exemptive relief available under one or more of the following
prohibited transaction class exemptions ("PTCEs") issued by the U.S. Department
of Labor: PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.

         6.       We acknowledge that each Plan, by its purchase of the Capital
Securities, will be deemed to have directed the Trust to invest in junior
subordinated debt securities of the Company, and to have consented to the
appointment of the institutional trustee of the Trust.

                                      B-2
<PAGE>

         7.       We acknowledge that the Company, the Trust and others will
rely upon the truth and accuracy of the foregoing acknowledgments,
representations, warranties and agreements and agree that if any of our
acknowledgments, representations, warranties and agreements are no longer
accurate, we shall promptly notify the applicable Placement Agent. If we are
acquiring any Capital Securities as a fiduciary or agent for one or more
investor accounts, we represent that we have sole discretion with respect to
each such investor account and that we have full power to make the foregoing
acknowledgments, representations and agreements on behalf of each such investor
account.

         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy thereof to any interested party in
any administrative or legal proceeding or other inquiry with respect to matters
covered hereby.

                                       _________________________________________
                                       (Name of Purchaser)


                                       By:______________________________________

                                       Date:____________________________________


         Upon transfer, the Capital Securities should be registered in the name
of the new beneficial owner as follows.

Name:__________________________

Address:_______________________

Taxpayer ID Number:_____________________


                                      B-3
<PAGE>

                                                                       EXHIBIT C

             FORM OF TRANSFEROR CERTIFICATE TO BE EXECUTED FOR QIBs

                                                                 __________, [ ]

North Valley Bancorp
North Valley Capital Trust III
300 Park Marina Circle
Redding, California 96001

Re:   Purchase of $[_______________] liquidation amount of MMCapSSM
      (the "Capital Securities") of North Valley Capital Trust III (the "Trust")
       ------------------------------------------------------------------------

         Reference is hereby made to the Amended and Restated Declaration of
Trust of North Valley Capital Trust III, dated as of May 5, 2004 (the
"Declaration"), among Edward J. Czajka and J.M. Wells, Jr. , as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Institutional Trustee, North Valley Bancorp, as Sponsor, and the holders from
time to time of undivided beneficial interests in the assets of the Trust.
Capitalized terms used but not defined herein shall have the meanings given them
in the Declaration.

         This letter relates to $[_______________] aggregate liquidation amount
of Capital Securities which are held in the name of [name of transferor] (the
"Transferor").

         In accordance with Section 8.2(b) of the Declaration, the Transferor
does hereby certify that such Capital Securities are being transferred in
accordance with (i) the transfer restrictions set forth in the Capital
Securities and (ii) Rule 144A under the Securities Act ("Rule 144A"), to a
transferee that the Transferor reasonably believes is purchasing the Capital
Securities for its own account or an account with respect to which the
transferee exercises sole investment discretion and the transferee and any such
account is a "qualified institutional buyer" within the meaning of Rule 144A, in
a transaction meeting the requirements of Rule 144A and in accordance with
applicable securities laws of any state of the United States or any other
jurisdiction.

         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy thereof to any interested party in
any administrative or legal proceeding or other inquiry with respect to matters
covered hereby.

                                          ______________________________________
                                          (Name of Transferor)


                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          Date:_________________________________
<PAGE>

                                                                       EXHIBIT D
                         FORM OF TRANSFEROR CERTIFICATE
                        TO BE EXECUTED BY NON U.S PERSONS

                                                                 __________, [ ]

North Valley Bancorp
North Valley Capital Trust III
300 Park Marina Circle
Redding, California 96001


Re:   Purchase of $[____________] liquidation amount of MMCapSSM
      (the "Capital Securities") of North Valley Capital Trust III (the "Trust")
       -----------------------------------------------------------------------


         Reference is hereby made to the Amended and Restated Declaration of
Trust of North Valley Capital Trust III, dated as of May 5, 2004 (the
"Declaration"), among Edward J. Czajka and J.M. Wells, Jr., as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Institutional Trustee, North Valley Bancorp, as Sponsor, and the holders from
time to time of undivided beneficial interests in the assets of the Trust.
Capitalized terms used but not defined herein shall have the meanings given them
in the Declaration.

         This letter relates to $[_______________] aggregate liquidation amount
of Capital Securities which are held in the name of [name of transferor].

         In accordance with Section 8.2(b) of the Declaration, we do hereby
certify that (i) we are not a "U.S. person" (as such term is defined in Rule 902
under the Securities Act), (ii) we are not acquiring the Capital Securities for
the account or benefit of any U.S. person and (iii) the offer and sale of the
Capital Securities to us constitutes an "offshore transaction" under Regulation
S under the Securities Act.

         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy thereof to any interested party in
any administrative or legal proceeding or other inquiry with respect to matters
covered hereby.

                                          ______________________________________
                                          (Name of Transferee)


                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          Date:_________________________________