AMENDED AND RESTATED DECLARATION OF TRUST


                                OF


                   UNION NATIONAL CAPITAL TRUST II


                    Dated as of October 14, 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.......................................10
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. Sponsor's 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.........29
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.............................31
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
                         TRANSFER 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..................39


                              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.................................41
Section 9.5. Outside Businesses..............................45
Section 9.6. Compensation; Fee...............................45

                              ARTICLE X
                              ACCOUNTING

Section 10.1. Fiscal Year....................................45
Section 10.2. Certain Accounting Matters.....................45
Section 10.3. Banking........................................47
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..........................51
Section 12.2. Representations and Warranties of
              Delaware Trustee...............................52

                              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

                      UNION NATIONAL CAPITAL TRUST II
                             OCTOBER 14, 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 October
14, 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 Union National Capital Trust H (the "Trust"), a
statutory trust under the Statutory Trust Act (as defined
herein), pursuant to a Declaration of Trust, dated as of October
12, 2004 (the "Original Declaration"), and a Certificate of Trust
filed with the Secretary of State of the State of Delaware on
October 12, 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 this Declaration 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 Mark D. Gainer, Clement M.
Hoober and Marcene L. Camara, solely in such Person's capacity as
Administrator of the Trust continued hereunder and not in such
Person's individual capacity, or such Administrator's successor
in interest in such capacity, or any successor appointed as
herein provided.

      "Affiliate" has the same meaning as given to that term in
Rule 405 under 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 Harrisburg, Pennsylvania 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.l(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 Capital Markets.

      "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.

<PAGE>

      "Debenture Issuer" means Union National Financial
Corporation, a bank holding company incorporated in Pennsylvania,
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 Fixed/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,

<PAGE>

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.

<PAGE>

      "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 togetheras 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,

<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" has the meaning set forth in the Placement
Agreement.

      "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.

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

<PAGE>

      "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 Union National Financial Corporation, a
bank holding company that is incorporated in Pennsylvania, orany
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 Section 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.

<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 "Union National
Capital Trust II," 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 &the principal office of
the Trust, which shall be in a state of the United States or the
District of Columbia, is P.O. Box 567, Mount Joy, PA 17552. 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.

<PAGE>

      Section 2.4. Authority. Except as specifically provided in
this Declaration, the Institutional Trustee shall have exclusive
and complete authority to carry out the purposes of the
Trust. An action taken by a Trustee 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;

<PAGE>


              (D) if and at such time determined solely by the
          Sponsor at the request of the Holders, assisting in
          the designation of the Capital 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 and any other
          related agreements providing for the sale of the
          Capital Securities or the resale thereof by the
          Purchaser;

<PAGE>

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

<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 Section
          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

<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

<PAGE>

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

   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.

<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 Section
       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
that is so payable 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

<PAGE>

subrogation only if no Event of Default with respect to the
Capital Securities has occurred and is continuing.

     (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 H01ders 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 andResponsibilities 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 act, or


<PAGE>

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 anytrust 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;

<PAGE>

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

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

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

     (a) the Institutional Trustee may conclusively rely and
shall fully be protected in acting or refraining from acting in
good faith upon any resolution, 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;

<PAGE>
     (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;

     (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;

<PAGE>

     (l) when the Institutional Trustee incurs expenses or
renders services in connection with a Bankruptcy Event, such
expenses (including the fees and expenses of its counsel) and the
compensation for such services are intended to constitute
expenses of administration under any bankruptcy taw 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), 5.01 (b) or 5.01(c) 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
itsagents 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 Section 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

<PAGE>

Trustees make no representations as to the validity or
sufficiency of this Declaration, the Debentures or the
Securities.

     Section 2.14. Duration of Trust. The Trust, unless dissolved
pursuant to the provisions of Article VII hereof, shall have
existence for five (5) years after the Maturity Date.
Section 2.151 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. l(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

<PAGE>

     material respect (other than with respect to any dilution
     of such Holders' interests in the Successor Entity);

      (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.

<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 aMajority 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 and other related
agreements providing for the sale of the Capital Securities or
the resale thereof by the Purchaser.

                           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:

<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 Section 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 Section 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

<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.

<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 theAdministrators, 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

<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 (ifappiicable) and
time fixed by resolution of the Trustees or the Administrators,
as applicable. Notice of any inperson 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.

<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

    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

<PAGE>

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 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.

    (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

<PAGE>

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-l, 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.

    Section 6.4. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate should be
surrendered to the Registrar, or if the Registrar shall receive
evidence to its satisfaction of the destruction, loss or thet_ 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

<PAGE>

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.

    (b) For so long as any Capital Securities remain outstanding,
if, upon an Indenture Event of Default pursuant to Sections
5.01(b), (e) or (f) of the Indenture, 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.

<PAGE>

    (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 accruedDeferred 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 p6ncipal 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.

    (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

<PAGE>

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 0fDefault 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 November 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;

        (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

<PAGE>

        (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 Section 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 this
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 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
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

<PAGE>

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 uponthe 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,
Certificates evidencing Capital Securities shall bear the
Restricted Securities Legend. The Restricted Securities Legend
on any Certificate evidencing outstanding Capital Securities
shall not be 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 other provisions of the Securities Act or that such
Securities are no "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

<PAGE>

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 SECUqLITIES 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 TITLE 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

<PAGE>


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 OF 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
SECLrRITIES 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 DELl'vERY 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 AIN 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 PLAIN OR PLAIN, 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

<PAGE>

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 1N 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 & 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
CapitalSecurities 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

     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

<PAGE>


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.

     (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 Section 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.

<PAGE>

     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

         (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)

<PAGE>

         (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 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

<PAGE>

     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 bepaid 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
     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

<PAGE>

with or by reason of the creation, administration or termination
0fthe 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 _tobe 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
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.

<PAGE>

      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

      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 &the Trust, the
Administrators shall keep, or cause to be kept, at the principal
office of the Trust in the United States, as defined for
purposes of Treasury Regulations Section 301.7701-7, full books of
account, records and supporting

<PAGE>

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 (i) each Holder of
Securities each Report on Form 10-K and Form 10-Q, if any,
prepared by the Sponsor and filed with the Commission in
accordance with the Exchange Act, within 10 Business Days after
the filing thereof or (ii) if the Sponsor is (a) not then subject
to Section 13 or 15(d) of the Exchange Act (a "Private Entity")
or (b) exempt from reporting pursuant to Rule 12g3-2(b)
thereunder, the information required by Rule 144A(d)(4)
under the Securities Act. Notwithstanding the foregoing, 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 as collateral for its securities or a trustee
thereof, and the Sponsor is (i) a Private Entity that, on the
date of original issuance of the Capital Securities, is required
to provide audited consolidated financial statements to its
primary regulatory authority, (ii) a Private Entity that, on the
date of original issuance of the Capital Securities, is not
required to provide audited consolidated financial statements to
its primary regulatory authority, on the date of original
issuance of the Capital Securities but subsequently becomes
subject to the audited consolidated financial statement reporting
requirements of that regulatory authority or (iii) subject to
Section 13 or 15(d) of the Exchange Act on the date of original
issuance of the Capital Securities or becomes so subject after
the date hereof but subsequently becomes a Private Entity, then,
within 90 days after the end of each fiscal year, beginning with
the fiscal year in which the Capital Securities were originally
issued if the Sponsor was then subject to (x) Section 13 or
15(d)of the Exchange Act or (y) audited consolidated financial
statement reporting requirements of its
primary regulatory authority or, otherwise, the earliest fiscal
year in which the Sponsor becomes subject to (1) Section 13 or
15(d) of the Exchange Act or (2) the audited consolidated
financial statement reporting requirements of its primary
regulatory authority, the Sponsor shall deliver, by hardcopy or
electronic transmission, to each Holder of Securities, unless
otherwise provided pursuant to the preceding sentence, (A) a copy
of the Sponsor's audited consolidated financial statements
(including balance sheet and income statement) covering the
related annual period and (B) the report of the independent
accountants with respect to such financial statements. In
addition to the foregoing, the Sponsor shall deliver to each
Holder of Securities 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 Section 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 Section 301.7701-7, and filed an annual United States

<PAGE>

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 NBC
Capital Markets Group, Inc. 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
the Sponsor's reports on Form FR Y-9C, FR Y-9LP and FR Y-6 to
such 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 Section 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 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,

<PAGE>

         (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

             (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 robe 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.l(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

<PAGE>

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.

         (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

<PAGE>

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
         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
<PAGE>

         other provisions relating to meetings of Holders of
         Securities, including notice of the time, place or
         purpose of any meeting at which any matter is to be
         voted on by any Holders of the Securities, waiver of
         any such notice, action by consent without a meeting,
         the establishment of a record date, quorum
         requirements, voting in person or by proxy or any other
         matter with respect to the exercise of any such right
         to vote; provided, however, that each meeting shall be
         conducted in the United States (as that term is defined
         in Treasury Regulations Section 301.7701-7).

                         ARTICLE XII

             REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                    AND 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 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.

<PAGE>

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

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

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

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

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

                        ARTICLE XIII

                        MISCELLANEOUS

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

         (a) if given to the Trust, in care of the Administrators
at the Trust's mailing address set forth below (or such other
address as the Trust may give notice of to the Holders of the
Securities): Union National Capital Trust II, c/o Union National
Financial Corporation, P.O. Box 567, Mount Joy, PA 17552,
Attention: Clement M. Hoober, Telecopy: 717-492-2212,
Telephone: 717-492-2203;

<PAGE>

         (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 Capital
Markets, Telecopy: 302-636-4140, 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 Capital Markets, Telecopy:
302-636-4140, Telephone: 302-651-1000;

         (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): Union National Financial
Corporation, P.O. Box 567, Mount Joy, PA 17552, Attention:
Clement M. Hoober, Telecopy: 717-492-2212, Telephone:
717-492-2203; 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 ifa 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

<PAGE>

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.

         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.

<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:/s/Denise M. Geran
                                        ___________________
                                    Name:  Denise M. Geran
                                     Title: Vice President
                                     WILMINGTON TRUST COMPANY,
                                     as Institutional Trustee

                                     By:/s/ Denise M. Geran
                                     _______________________
                                     Name:  Denise M. Geran
                                     Title: Vice President

                                     UNION NATIONAL FINANCIAL
                                        CORPORATION
                                     as Sponsor

                                     By:/s/ Mark D. Gainer
                                     _______________________
                                     Name: Mark D. Gainer
                                     Title:President/CEO

                                     /s/ Mark D. Gainer
                                     ______________________
                                     Mark D. Gainer
                                       as Administrator

                                     /s/ Clement M. Hoober
                                     ______________________
                                     Clement M. Hoober
                                       as Administrator

                                     /s/ Marcene L. Camara
                                     ______________________
                                     Marcene L. Camara
                                       as Administrator
Declaration

<PAGE>


ANNEX I

<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 October 14, 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. 3,000 Capital Securities of Union
National Capital Trust II (the "Trust"), with an aggregate
liquidation amount with respect to the assets of the Trust of
THREE MII,LION Dollars ($3,000,000) 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 "MMCapS SM (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. 93 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 ofthe Trust of NINETY THREE THOUSAND
Dollars ($93,000) and a liquidation amount with respect to the
assets of the Trust of $1,000 per Common Security.

      2. Distributions. (a) Distributions on each Security will
be payable at a per annum rate (the "Coupon Rate") equal to (i)
with respect to any Distribution Period (as defined herein) prior
to the Distribution Period commencing on the Distribution Period
commencing on the Distribution Payment Date (as defined herein)
in November 23, 2007, 5.28% and (ii) with respect to any
Distribution Period commencing on or after the Distribution
Payment Date in November 23, 2007, LIBOR, as determined on the
LIBOR Determination Date for such Distribution Period, plus
2.00%; provided, however, that the Coupon Rate for any
Distribution Period commencing on or after the Distribution
Payment Date in November 23, 2007 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

<PAGE>

amount of Distributions payable will be computed (i) with respect
to any Distribution Period prior to the Distribution Period
commencing on the Distribution Payment Date in November 23,2007,
on the basis of a 360-day year consisting of twelve 30-day months
and (ii) with respect to any Distribution Period commencing on or
after the Distribution Payment Date in November 23, 2007, on the
basis of a 360-day year and the actual number of days elapsed in
such Distribution Period.

      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 commencing on or after the Distribution
Payment Date in November 23, 2007 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

<PAGE>

      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.

          (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 February 23, May 23,
August 23 and November 23 of each year, commencing on November
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

<PAGE>


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 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 applicableExtension 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 paripassu 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.

<PAGE>

      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
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 on or prior to the
Distribution Payment Date in November 23, 2007 falls on a day
that is not a Business Day, then Distributions payable
on such date will be paid on the next succeeding Business Day,
and no additional Distributions will accrue in respect of such
payment on such next Business Day. If any Distribution Payment
Date after the Distribution Payment Date in November 23, 2007,
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

<PAGE>

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)
November 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 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

<PAGE>

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 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 November 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 November
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.

       "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,

<PAGE>

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 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 inability of the
Debenture Issuer to treat all or any portion of the aggregate
liquidation amount of the Capital Securities as "Tier 1 Capital"
shall not constitute the basis for a Capital Treatment Event if
such inability results from the Debenture Issuer having
cumulative preferred stock, minority interests in consolidated
subsidiaries and any other class of security or interest which
the Federal Reserve (or any successor regulatory authority with
jurisdiction over bank holding companies) may now or hereafter
accord "Tier 1 Capital" treatment that, in the aggregate, exceed
the amount which may now or hereafter qualify for treatment as
"Tier 1 Capital" under applicable capital adequacy guidelines of
the Federal Reserve (or any successor regulatory authority with
jurisdiction over bank holding companies); provided, further,
that the distribution of the Debentures in connection with the
Liquidation of

<PAGE>

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. For the avoidance of doubt, the
adoption by the Board of Governors of the Federal Reserve System
as a final rule of any of the proposals set forth in its notice
of proposed rulemaking dated May 6, 2004, shall not constitute a
Capital Treatment 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 104.00% of the principal amount of Debentures to
be redeemed prior to November 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:

<TABLE>
<CAPTION>
Special Redemption During the 12-Month        Percentage of
______________________________________        _____________
Period Beginning November 23.                Principal Amount
_____________________________                ________________
      <S>                                          <C>
     2005                                        103.20%
     2006                                        102.40%
     2007                                        101.60%
     2008                                        100.84%
     2009 and thereafter                         100.00%

</TABLE>

       (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.

<PAGE>


       (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 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

<PAGE>

      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.

      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

<PAGE>

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
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 H01ders 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.

<PAGE>

      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 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

<PAGE>

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 theDeclaration 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 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
tess 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

<PAGE>


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 rankparipassu 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
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.

<PAGE>

EXHIBIT A- 1
<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 CON2XlECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THESECURITIES 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 0E) ABOVE TO REQUIRE THE
DELIX,qERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF
THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF

<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 A 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

<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.

<PAGE>

Certificate Number [ ]           Number of Capital Securities[ ]

                      CUSIP NO [ ]

          Certificate Evidencing Capital Securities

                             of

                UNION NATIONAL CAPITAL TRUST II

                       Capital Securities

           (liquidation amount $1,000 per Capital Security)

          Union National Capital Trust II, a statutory trust
created under the laws of the State of Delaware(the "Trust"),
herebycertifiesthat [ ] is the registered owner (the "Holder") of
3,000 capital securities of the Trust representing undivided
beneficial interests in the assets of the Trust, designated as
MMCapS sM (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 October 14, 2004,
among Mark D. Gainer, Clement M. Hoober and Marcene L. Camara, as
Administrators, Wilmington Trust Company, as Delaware Trustee,
Wilmington Trust Company, as Institutional Trustee, Union
National Financial Corporation, as Sponsor, and the holders from
time to time of undivided beneficial interests in the assets of
the Trust, including the designation of the terms of the Capital
Securities as set forth in Annex I to 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.


<PAGE>

          This Certificate may contain more than one counterpart
of the signature page and this Certificate may be executed and
authenticated by the affixing of the signature of an
Administrator on behalf of the Trust, and the signature of the
Institutional Trustee providing authentication, 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 the Trust had executed, and the
Institutional Trustee had authenticated, a single signature page.

<PAGE>

           IN WITNESS WHEREOF, the Trust has duly executed this
         Certificate.
                               UNION NATIONAL CAPITAL TRUST II

                               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:
<PAGE>


                  [FORM OF REVERSE OF SECURITY]

           Distributions on each Capital Security will be payable
at a per annum rate(the "Coupon Rate") equal to (i)with respect
to any DistributionPeriod priorto the Distribution Period
commencing on theDistribution Payment Date (as defined herein)in
November 23,2007, 5.28% and (ii)with respectto any
DistributionPeriod commencing on or after the Distribution
Payment Date in November 23,2007,LIBOR, as determined on the
LIBOR Determination Date for such Distribution Period plus 2.00%;
provided, however, that the Coupon Rate for any Distribution
Period commencing on or after the Distribution Payment Date in
November 23, 2007 may not exceed the InterestRate (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, attheapplicable 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 InstitutionalTrustee
has funds legally available in the Property Account therefor. The
amount of Distributions payable will be computed (i)with respect
to any Distribution Period prior to the Distribution Period
commencing on the Distribution Payment Date in November
23,2007,on the basis of a 360-day year consisting of twelve
30-day months and (ii)with respect to any DistributionPeriod
commencing on or after the Distribution Payment Date in November
23, 2007, on the basisof a 360-day year and the actualnumber 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 originalissuance and will be payable quarterly in
arrearson February23,May 23,August 23 andNovember 23 of each
year, commencing on November 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

<PAGE>

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.

           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.

<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.

<PAGE>
EXHIBIT A-2
<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.

<PAGE>

   Certificate Number [ ]          Number of CommonSecurities[ ]

             Certificate Evidencing Common Securities

                                of

                  UNION NATIONAL CAPITAL TRUST II

       Union National Capital Trust II, a statutory trust created
under the laws of the State of Delaware (the "Trust"), hereby
certifies that Union National Financial Corporation is the
registered owner (the "Holder") of 93 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 October 14, 2004,
among Mark D. Gainer, Clement M. Hoober and Marcene L. Camara, 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.

<PAGE>

        IN WITNESS WHEREOF, the Trust has executed this
Certificate this __ day of______, 2004.

                                 UNION NATIONAL CAPITAL TRUST II

                                 By:
                                    ________________________
                                    Name:
                                    Title: Administrator

<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 per annum rate (the "Coupon Rate")
equal to (i) with respect to any Distribution Period pr!or to the
Distribution Period commencing on the Distribution Payment Date
(as defined herein) in November 23, 2007, 5.28% and (it) with
respect to any Distribution Period commencing on or after the
Distribution Payment Date in November 23, 2007, L1BOR, as
determined on the LIBOR Determination Date for such Distribution
Period, plus 2.00%; provided, however, that the Coupon Rate for
any Distribution Period commencing on or after the Distribution
Payment Date in November 23, 2007 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 will be computed (i) with respect
to any Distribution Period prior to the Distribution Period
commencing on the Distribution Payment Date in November 23, 2007
on the basis of a 360-day year consisting of twelve 30-day months
and (it) with respect to any Distribution Period commencing on or
after the Distribution Payment Date in November 23, 2007, 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 February 23, May 23, August 23 and November 23 of each
year, commencing on November 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.

<PAGE>

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 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. 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 pi-ovided in the
Declaration.

<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.

<PAGE>
EXHIBIT B
<PAGE>

                                                     EXHIBIT B

                   FORM OF TRANSFEREE CERTIFICATE
               TO BE EXECUTED BY ACCREDITED INVESTORS

                                               ______________[ ]

Union National Financial Corporation
Union National Capital Trust II
P.O. Box 567, Mount Joy, PA 17552

Re: Purchase of $[SPECIFY] liquidation amount of MMCapS SM
    (the "Capital Securities") of Union National Capital Trust
 II (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 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 a non-U. S.
Person 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 such Capital
Securities for investment purposes and not for any distribution
in violation of the

<PAGE>


Securities Act. 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 Union National Financial
Corporation (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, profitsharing 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 the junior subordinated debt securities of
the Company, and to have consented to the appointment of the
institutional trustee of the Trust.

          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,

<PAGE>
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:_____________________

<PAGE>

EXHIBIT C

<PAGE>
                                                      EXHIBIT C

                    FORM OF TRANSFEROR CERTIFICATE
                        TO BE EXECUTED FOR QIBs

                                                    ________,[ ]

Union National Financial Corporation
Union National Capital Trust II
P.O. Box 567, Mount Joy, PA 17552

Re: Purchase of $[SPECIFY] liquidation amount of MMCapS sM
    (the "Capital Securities") of Union National Capital Trust
 1I (the "Trust")

        Reference is hereby made to the Amended and Restated
Declaration of Trust of Union National Capital Trust ]1, dated as
of October 14, 2004 (the "Declaration"), among Mark D. Gainer,
Clement M. Hoober and Marcene L. Camara, as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company, as Institutional Trustee, Union
National Financial Corporation, 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

<PAGE>

                                                     EXHIBIT D

                 FORM OF TRANSFEREE CERTIFICATE
               TO BE EXECUTED BY NON-U. S. PERSONS
                                                 __________,[ ]

Union National Financial Corporation
Union National Capital Trust II
P.O. Box 567, Mount Joy, PA 17552

Re: Purchase of $[SPECIFY] liquidation amount of MMCapS sM
    (the "Capital Securities") of Union National Capital Trust
 II (the "Trust")

          Reference is hereby made to the Amended and Restated
Declaration of Trust of Union National Capital Trust II, dated as
of October 14, 2004 (the "Declaration"), among Mark D. Gainer,
Clement M. Hoober and Marcene L. Camara, as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company, as Institutional Trustee, Union National Financial
Corporation, 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
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: ________________