<PAGE>
                                                                   EXHIBIT 4(gg)

                            CERTIFICATE OF AMENDMENT
                                       OF
                                 SSBH CAPITAL II

1. The name of the Trust is SSBH Capital II.

2. Pursuant to this Certificate of Amendment, the name of the Statutory Trust
will be changed to CGMH Capital II. To effect this change, Article 1 of the
Certificate of Trust is hereby amended to read as follows:

      1. The name of the trust being formed hereby ("the Trust") is CGMH Capital
      II.

      IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed
the 11th day of June, 2003.

                              By:  /s/ Mark I. Kleinman
                                ------------------------------------------------
                                  Name:  Mark I. Kleinman, as Regular Trustee


                              By:  /s/ Cliff Verron
                                ------------------------------------------------
                                  Name:  Cliff Verron, as Regular Trustee


                              By:  /s/ Joseph V. Giunta
                                ------------------------------------------------
                                  Name:  Joseph V. Giunta, as Regular Trustee


                              CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
                              (Successor by merger to CHASE MANHATTAN BANK
                              DELAWARE), as Trustee

                              By:  /s/ John J. Cashin
                                ------------------------------------------------
                                  Name: John J. Cashin
                                  Title:  Vice President
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                            CERTIFICATE OF AMENDMENT

                                       OF

                                 SBH CAPITAL II


     1. The name of the Trust is SBH Capital II.

     2. Pursuant to this Certificate of Amendment, the name of the Business
Trust will be changed to SSBH Capital II. To effect this change, Article 1. of
the Certificate of Trust is hereby amended to read as follows:

            1. The name of the business trust being formed hereby (the "Trust")
is SBH Capital II.

            IN WITNESS WHEREOF, this Certificate of Amendment has been duly
executed this 24th day of October, 1997.


                                    /s/ Charles W. Scharf
                                    --------------------------------------------
                                    Name: Charles W. Scharf, as Regular Trustee

                                    /s/ Michael J. Day
                                    --------------------------------------------
                                    Name: Michael J. Day, as Regular Trustee

                                    CHASE MANHATTAN BANK DELAWARE,
                                    as Trustee

                                    By: /s/ John J. Cashin
                                    --------------------------------------------
                                    Name: John J. Cashin
                                    Title: Vice President





                              CERTIFICATE OF TRUST

      The undersigned, the trustees of SBH Capital II, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. ss. 3810,
hereby certify as follows:

            1. The name of the business trust being formed hereby (the "Trust")
is "SBH Capital II."

            2. The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:

            Chase Manhattan Bank Delaware
            1201 Market Street
            Wilmington, Delaware  19801

            3. This Certificate of Trust shall be effective as of the date of
filing.

Dated: December 19, 1996


                                    /s/ Charles W. Scharf
                                    --------------------------------------------
                                    Name: Charles W. Scharf, as Regular Trustee

                                    /s/ Michael J. Day
                                    --------------------------------------------
                                    Name: Michael J. Day, as Regular Trustee

                                    CHASE MANHATTAN BANK DELAWARE,
                                    as Trustee

                                    By: /s/ John J. Cashin
                                    --------------------------------------------
                                    Name: John J. Cashin
                                    Title: Senior Trust Officer