Exhibit 4.1

AMENDED AND RESTATED
DECLARATION OF TRUST

OF

TIERONE CAPITAL TRUST I

Dated as of April 26,
2004

---

TABLE OF CONTENTS

|             |                                                                            
|------------ | ---------------------------------------------------------------------------
|             | ARTICLE I                                                                  
|             | INTERPRETATION AND DEFINITIONS                                             
|Section 1.1  | Definitions                                                                
|             | ARTICLE II                                                                 
|             | ORGANIZATION                                                               
|Section 2.1  | Name                                                                       
|Section 2.2  | Office                                                                     
|Section 2.3  | Purpose                                                                    
|Section 2.4  | Authority                                                                  
|Section 2.5  | Title to Property of the Trust                                             
|Section 2.6  | Powers and Duties of the Trustees and the Administrators                   
|Section 2.7  | Prohibition of Actions by the Trust and the Trustees                       
|Section 2.8  | Powers and Duties of the Institutional Trustee                             
|Section 2.9  | Certain Duties and Responsibilities of the Trustees and the Administrators 
|Section 2.10 | Certain Rights of Institutional Trustee                                    
|Section 2.11 | Delaware Trustee                                                           
|Section 2.12 | Execution of Documents                                                     
|Section 2.13 | Not Responsible for Recitals or Issuance of Securities                     
|Section 2.14 | Duration of Trust                                                          
|Section 2.15 | Mergers                                                                    
|             | ARTICLE III                                                                
|             | SPONSOR                                                                    
|Section 3.1  | Sponsor's Purchase of Common Securities                                    
|Section 3.2  | Responsibilities of the Sponsor                                            
|             | ARTICLE IV                                                                 
|             | TRUSTEES AND ADMINISTRATORS                                                
|Section 4.1  | Number of Trustees                                                         
|Section 4.2  | Delaware Trustee                                                           
|Section 4.3  | Institutional Trustee; Eligibility                                         
|Section 4.4  | Administrators                                                             
|Section 4.5  | Appointment, Removal and Resignation of the Trustees and the Administrators
|Section 4.6  | Vacancies Among Trustees                                                   
|Section 4.7  | Effect of Vacancies                                                        
|Section 4.8  | Meetings of the Trustees and the Administrators                            
|Section 4.9  | Delegation of Power                                                        

---

|             |                                                                     
|------------ | --------------------------------------------------------------------
|             |                                                                     
|Section 4.10 | Merger, Conversion, Consolidation or Succession to Business         
|             | ARTICLE V                                                           
|             | DISTRIBUTIONS                                                       
|Section 5.1  | Distributions                                                       
|             | ARTICLE VI                                                          
|             | ISSUANCE OF SECURITIES                                              
|Section 6.1  | General Provisions Regarding Securities                             
|Section 6.2  | Paying Agent, Transfer Agent, Calculation Agent and Registrar       
|Section 6.3  | Form and Dating                                                     
|Section 6.4  | Mutilated, Destroyed, Lost or Stolen Certificates                   
|Section 6.5  | Temporary Certificates                                              
|Section 6.6  | Cancellation                                                        
|Section 6.7  | Rights of Holders; Waivers of Past Defaults                         
|             | ARTICLE VII                                                         
|             | DISSOLUTION AND TERMINATION OF TRUST                                
|Section 7.1  | Dissolution and Termination of Trust                                
|             | ARTICLE VIII                                                        
|             | TRANSFER OF INTERESTS                                               
|Section 8.1  | General                                                             
|Section 8.2  | Transfer Procedures and Restrictions                                
|Section 8.3  | Deemed Security Holders                                             
|Section 8.4  | Transfer of Initial Securities                                      
|             | ARTICLE IX                                                          
|             | LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
|Section 9.1  | Liability                                                           
|Section 9.2  | Exculpation                                                         
|Section 9.3  | Fiduciary Duty                                                      
|Section 9.4  | Indemnification                                                     
|Section 9.5  | Outside Businesses                                                  
|Section 9.6  | Compensation; Fee                                                   
|             | ARTICLE X                                                           
|             | ACCOUNTING                                                          
|Section 10.1 | Fiscal Year                                                         
|Section 10.2 | Certain Accounting Matters                                          
|Section 10.3 | Banking                                                             
|Section 10.4 | Withholding                                                         

ii

---

|             |                                                                      
|------------ | ---------------------------------------------------------------------
|             |                                                                      
|             | ARTICLE XI                                                           
|             | AMENDMENTS AND MEETINGS                                              
|Section 11.1 | Amendments                                                           
|Section 11.2 | Meetings of the Holders of the Securities; Action by Written Consent 
|             | ARTICLE XII                                                          
|             | REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE        
|Section 12.1 | Representations and Warranties of Institutional Trustee              
|Section 12.2 | Representations and Warranties of Delaware Trustee                   
|             | ARTICLE XIII                                                         
|             | MISCELLANEOUS                                                        
|Section 13.1 | Notices                                                              
|Section 13.2 | Governing Law                                                        
|Section 13.3 | Submission to Jurisdiction                                           
|Section 13.4 | Intention of the Parties                                             
|Section 13.5 | Headings                                                             
|Section 13.6 | Successors and Assigns                                               
|Section 13.7 | Partial Enforceability                                               
|Section 13.8 | Counterparts                                                         
|             | 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    

iii

---

AMENDED AND RESTATED
DECLARATION OF TRUST

OF

TierOne Capital Trust I

April 26, 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
April 26, 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 TierOne Capital Trust I (the
Trust), a statutory trust under the Statutory Trust Act (as defined herein),
pursuant to a Declaration of Trust, dated as of March 30, 2004 (the Original
Declaration), and a Certificate of Trust filed with the Secretary of State of the
State of Delaware on March 31, 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;

---

(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 Gilbert G. Lundstrom, James A. Laphen and Eugene B. Witkowicz, 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 of the Securities Act or any
successor rule thereunder.

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

Bankruptcy Event
means, with respect to any Person:

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

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

2

---

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 Omaha, Nebraska are
permitted or required by law or executive order to close.

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

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

Capital Security
Certificate means a definitive Certificate registered in the name of the Holder
representing a Capital Security substantially in the form of Exhibit A-1.

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

Certificate
means any certificate evidencing Securities.

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

Closing
Date has the meaning set forth in the Placement Agreement.

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

Commission
means the United States Securities and Exchange Commission.

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

Common Security
Certificate means a definitive Certificate registered in the name of the Holder
representing a Common Security substantially in the form of Exhibit A-2.

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

Corporate
Trust Office means the office of the Institutional Trustee at which at any
particular time its corporate trust business shall be principally administered, which at
all times shall be located within the United States and at the time of execution of this
Declaration shall be Rodney Square North, 1100 North Market Street, Wilmington, DE
19890-0001, Attention: Corporate Trust Administration.

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

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

3

---

Debenture
Issuer means TierOne Corporation a savings and loan holding company incorporated in
Wisconsin, in its capacity as issuer of the Debentures under the Indenture, and any
permitted successor under the Indenture.

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

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

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

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

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

Delaware
Trustee has the meaning set forth in Section 4.2.

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

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

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

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

Event
of Default means the occurrence of an Indenture Event of Default.

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

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

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

Fiduciary
Indemnified Person shall mean each of the Institutional Trustee (including in its
individual capacity), the Delaware Trustee (including in its individual capacity), any
Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers,
directors, shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Institutional Trustee or the Delaware Trustee.

4

---

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.

5

---

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

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

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

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

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

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

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

(c)                 a
statement that each Authorized Officer or Person, as the case may be, has made
          such examination or investigation as, in his or her opinion, is necessary to
          enable such Authorized Officer or Person, as the case may be, to express an
          informed opinion as to whether or not such covenant or condition has been
          complied with; and

(d)                 a
statement as to whether, in the opinion of each Authorized Officer or Person,
          as the case may be, such condition or covenant has been complied with.

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

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

OTS
means the Office of Thrift Supervision.

Paying
Agent has the meaning set forth in Section 6.2.

Payment
Amount has the meaning set forth in Section 5.1.

6

---

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

Placement
Agreement means the Placement Agreement relating to the offer and sale of Capital
Securities.

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

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

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

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

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

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

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

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

Registrar
has the meaning set forth in Section 6.2.

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

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

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

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

7

---

Rule
144A means Rule 144A under the Securities Act.

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

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

Securities
means the Common Securities and the Capital Securities.

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

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

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

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

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

Sponsor
means TierOne Corporation, a savings and loan holding company that is incorporated in
Wisconsin, or any permitted successor of the Debenture Issuer under the Indenture, in its
capacity as sponsor of the Trust.

Statutory
Trust Act means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §
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.

8

---

Transfer
Agent has the meaning set forth in Section 6.2.

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 TierOne Capital Trust I, as such name may be
modified from time to time by the Administrators following written notice to the
Institutional Trustee and the Holders of the Securities. The Trusts activities may
be conducted under the name of the Trust or any other name deemed advisable by the
Administrators.

Section
2.2. Office. The address of the principal office of the Trust, which shall be in a state
of the United States or the District of Columbia, is 1235 N Street, P.O. Box
83009 Lincoln, Nebraska 68501-3009. 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.

9

---

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;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

10

---

| | (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 providing for the sale of the Capital Securities;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

---

| | (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 § 314(a)(4) of the Trust
Indenture Act                to the Institutional Trustee, which certificate may be
executed by an                Administrator; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | (A)    
               the establishment of the Property Account;
| | -----------------------------------------------------------------

| | (B)    
               the receipt of the Debentures;
| | -----------------------------------------------------

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

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

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

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

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

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

12

---

| | (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 § 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 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):

13

---

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

| | (ii)    
               the determination of the jurisdictions in which to take appropriate action
to                qualify or register for sale all or part of the Capital Securities and
the                determination of any and all such acts, other than actions which must
be taken                by or on behalf of the Trust, and the advisement of and direction
to the                Trustees of actions they must take on behalf of the Trust, and the
preparation                for execution and filing of any documents to be executed and
filed by the Trust                or on behalf of the Trust, as the Sponsor deems
necessary or advisable in order                to comply with the applicable laws of any
such jurisdictions in connection with                the sale of the Capital Securities;
and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

(d)    
               Notwithstanding anything herein to the contrary, the Administrators, the
               Institutional Trustee and the Holders of a Majority in liquidation amount
of the                Common Securities are authorized and directed to conduct the
affairs of the                Trust and to operate the Trust so that (i) the Trust
will not be deemed to                be an Investment Company required to be registered
under the Investment Company                Act (in the case of the Institutional
Trustee, to the actual knowledge of a                Responsible Officer), and (ii) the
Trust will not fail to be classified as                a grantor trust for United States
federal income tax purposes (in the case of                the Institutional Trustee, to
the actual knowledge of a Responsible Officer) and                (iii) the Trust
will not take any action inconsistent with the treatment of                the Debentures
as indebtedness of the Debenture Issuer for United States federal                income
tax purposes (in the case of the Institutional Trustee, to the actual
               knowledge of a Responsible Officer). In this connection, the Institutional
               Trustee, the Administrators and the Holders of a Majority in liquidation
amount                of the Common Securities are authorized to take any action, not
inconsistent                with applicable laws or this Declaration, as amended from
time to time, that                each of the Institutional Trustee, the Administrators
and such Holders determine                in their discretion to be necessary or
desirable for such purposes, even if such                action adversely affects the
interests of the Holders of the Capital Securities.

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

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

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

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

14

---

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

The
Trust shall not, and the Institutional Trustee and the Administrators shall not, and the
Administrators shall cause the Trust not to, engage in any activity other than as required
or authorized by this Declaration. In particular, the Trust shall not, and the
Institutional Trustee and the Administrators shall not cause the Trust to:

(a)              invest
any proceeds received by the Trust from holding the Debentures, but shall
          distribute all such proceeds to Holders of the Securities pursuant to the terms
          of this Declaration and of the Securities;

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

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

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

(e)              possess
any power or otherwise act in such a way as to vary the Trust Property           or the
terms of the Securities;

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

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

Section
2.8.      Powers and Duties of the Institutional Trustee.

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

15

---

(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 § 301.7701-7), in the name of and under the
exclusive control                of the Institutional Trustee, and maintained in the
Institutional Trustees                trust department, on behalf of the Holders of
the Securities and, upon the                receipt of payments of funds made in respect
of the Debentures held by the                Institutional Trustee, deposit such funds
into the Property Account and make                payments to the Holders of the Capital
Securities and Holders of the Common                Securities from the Property Account
in accordance with Section 5.1. Funds in                the Property Account shall be
held uninvested until disbursed in accordance with                this Declaration;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

(e)    
               The Institutional Trustee may bring or defend, pay, collect, compromise,
               arbitrate, resort to legal action with respect to, or otherwise adjust
claims or                demands of or against, the Trust (a Legal Action)
which arise out of                or in connection with an Event of Default of which a
Responsible Officer of the                Institutional Trustee has actual knowledge or
the Institutional Trustees                duties and obligations under this
Declaration or the Trust Indenture Act; provided, however, that if an Event
of Default has occurred and is                continuing and such event is attributable
to the failure of the Debenture Issuer                to pay interest or premium, if any,
on or principal of the Debentures on the                date such interest, premium, if
any, or principal is otherwise payable (or in                the case of redemption, on
the date of redemption), then a Holder of the Capital                Securities may
directly institute a proceeding for enforcement of payment to                such Holder
of the principal of or premium, if any, or interest on the                Debentures
having a principal amount equal to the aggregate liquidation amount                of the
Capital Securities of such Holder (a Direct Action) on or
               after the respective due date specified in the Debentures. In connection
with                such Direct Action, the rights of the Holders of the Common
Securities will be                subrogated to the rights of such Holder of the Capital
Securities to the extent                of any payment made by the Debenture Issuer to
such Holder of the Capital                Securities in such Direct Action; provided,
however, that a Holder                of the Common Securities may exercise such
right of subrogation only if no Event                of Default with respect to the
Capital Securities has occurred and is                continuing.

16

---

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

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

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

(g)    
               The Institutional Trustee shall have the legal power to exercise all of
the                rights, powers and privileges of a holder of the Debentures under the
Indenture                and, if an Event of Default occurs and is continuing, the
Institutional Trustee                may, for the benefit of Holders of the Securities,
enforce its rights as holder                of the Debentures subject to the rights of
the Holders pursuant to this                Declaration (including Annex I) and the terms
of the Securities.

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

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

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

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

17

---

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

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

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

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

| | (iii)    
               the Institutional Trustees sole duty with respect to the custody,
safe                keeping and physical preservation of the Debentures and the Property
Account                shall be to deal with such property in a similar manner as the
Institutional                Trustee deals with similar property for its own account,
subject to the                protections and limitations on liability afforded to the
Institutional Trustee                under this Declaration and the Trust Indenture Act;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

18

---

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

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

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

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

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

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

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

19

---

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

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

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

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

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

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

(l)              when
the Institutional Trustee incurs expenses or renders services in connection
          with a Bankruptcy Event, such expenses (including the fees and expenses of its
          counsel) and the compensation for such services are intended to constitute
          expenses of administration under any bankruptcy law or law relating to
creditors           rights generally;

20

---

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

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

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

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

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

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

21

---

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

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

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

| | (i)    
               if the Trust is not the survivor, such successor entity (the Successor
               Entity) either:
| | ------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

22

---

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

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

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

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

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

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

| | (ix)    
               prior to such merger, consolidation, amalgamation, replacement,
conveyance,                transfer or lease, the Institutional Trustee shall have
received an                Officers Certificate of the Administrators and an
opinion of counsel, each                to the effect that all conditions precedent of
this paragraph (b) to such                transaction have been satisfied.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

23

---

ARTICLE III SPONSOR

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

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

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

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

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

ARTICLE IV TRUSTEES AND
ADMINISTRATORS

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

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

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

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

(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

24

---

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

25

---

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.

(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.

26

---

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

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

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

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

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

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

27

---

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

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

Section
4.9. Delegation of Power. (a) Any Trustee or any Administrator, as the case may
be, may, by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 that is a U.S. Person his or her power for the purpose
of executing any documents, instruments or other writings contemplated in Section 2.6.

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

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).

28

---

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 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.

29

---

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

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

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

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

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

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

30

---

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

Section
6.3. Form and Dating.

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

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

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

31

---

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, the Debenture Trustee fails or the holders of
not less than                25% in principal amount of the outstanding Debentures fail
to declare the                principal of all of the Debentures to be immediately due
and payable, the                Holders of not less than a Majority in liquidation amount
of the Capital                Securities then outstanding shall have the right to make
such declaration by a                notice in writing to the Institutional Trustee, the
Sponsor and the Debenture                Trustee.

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

32

---

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

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

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

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

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

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

(d)    
The Holders of a Majority in liquidation amount of the Capital Securities may,
               on behalf of the Holders of all the Capital Securities, waive any past
Default                or Event of Default, except a Default or Event of Default arising
from the                non-payment of principal of or premium, if any, or interest on
the Debentures                (unless such Default or Event of Default has been cured and
a sum sufficient to                pay all matured installments of interest, premium and
principal due otherwise                than by acceleration has been deposited with the
Debenture Trustee) or a Default                or Event of Default in respect of a
covenant or provision that under the                Indenture cannot be modified or
amended without the consent of the holder of                each outstanding Debenture.
No such rescission shall affect any subsequent                default or impair any right
consequent thereon.

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

33

---

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

ARTICLE VII DISSOLUTION
AND TERMINATION OF TRUST

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

| | (i)    
               unless earlier dissolved, on June 7, 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
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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 §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.

34

---

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

ARTICLE VIII TRANSFER
OF INTERESTS

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

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

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

(d)              The
Registrar shall provide in the Securities Register for the registration of
          Securities and of transfers of Securities, which will be effected without
charge           but only upon payment (with such indemnity as the Registrar may
reasonably           require) in respect of any tax or other governmental charges that
may be imposed           in relation to it. Upon its receipt of the documents required
under this Section           8.1(d) for registration of transfer of any Securities, the
Registrar shall           register in the Securities Register, in the name of the
designated transferee or           transferees, the Securities being transferred and
thereupon, for all purposes of           this Declaration, such transfer shall be
effective and such transferee or           transferees shall be, and such transferor
shall no longer be, the Holder of the           transferred Securities. Upon the
registration of transfer of a Security pursuant           to the terms of this
Declaration in the name of the new Holder thereof, such           Security shall
constitute the same Security as the Security so transferred and           shall be
entitled to the same benefits under this Declaration as the Security so
          transferred. The Registrar shall, and is authorized to, record and register in
          the Securities Register the transfer of a Security upon the Registrars
          receipt of originals or copies (which may be by facsimile or other form of
          electronic transmission) of (i) a written instrument of transfer in form
          reasonably satisfactory to the Registrar duly executed by the Holder or such
          Holders attorney duly authorized in writing, and (ii) if such Security is
          being transferred prior to the Resale Restriction Termination Date, other than
          in accordance with Section 8.4, a certificate substantially in the form set
          forth as Exhibit B, C or D, as applicable, hereto, executed by the transferor
or           transferee, as applicable; thereupon, the Registrar is authorized to confirm
in           writing to the transferee and, if requested, to the transferor of such
Security           that such transfer has been registered in the Securities Register and
that such           transferee is the Holder of such Security. The Certificate evidencing
the           Security so transferred, duly endorsed by the transferor, shall be
surrendered           to the Registrar at the time the transfer conditions specified in
the           immediately preceding sentence are satisfied or within five (5) Business
Days           after the Registrar has registered the transfer of such Security on the
          Securities Register, and promptly after such surrender, an Administrator on
          behalf of the Trust shall execute and, in the case of a Capital Security
          Certificate, the Institutional Trustee shall, and is authorized to,
authenticate           a Certificate in the name of the transferee as the new Holder of
the Security           evidenced thereby. Until the Certificate evidencing the Security
so transferred           is surrendered to the Registrar, such Security may not be
transferred by such           new Holder. Each Certificate surrendered in connection with
a registration of           transfer shall be canceled by the Institutional Trustee
pursuant to           Section 6.6. A transferee of a Security shall be entitled to
the rights and           subject to the obligations of a Holder hereunder upon the
registration of such           transfer in the Securities Register. Each such transferee
shall be deemed to           have agreed to be bound by this Declaration.

35

---

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

Section
8.2. Transfer Procedures and Restrictions.

(a)              Prior
to the Resale Restriction Termination Date, the Certificates evidencing           Capital
Securities shall bear the Restricted Securities Legend. The Restricted
          Securities Legend on any Certificate evidencing outstanding Capital Securities
          shall not be removed unless there is delivered to the Trust such satisfactory
          evidence, which may include an opinion of counsel, as may be reasonably
required           by the Trust, that neither the Restricted Securities Legend nor the
restrictions           on transfer set forth therein are required to ensure that
transfers thereof           comply with the provisions of the Securities Act or that such
Securities are not           restricted within the meaning of Rule 144 under
the Securities Act.           Upon provision of such satisfactory evidence, the
Institutional Trustee, at the           written direction of the Trust, shall
authenticate and deliver Capital           Securities Certificates that do not bear the
Restricted Securities Legend in           exchange for the Capital Securities
Certificates bearing the Restricted           Securities Legend.

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

36

---

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

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE
LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE TRUST
OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE TRUST WAS THE
HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND
(ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE
LAW, ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (RULE 144A), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN ACCREDITED
INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO
NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE DEBENTURE ISSUER AND THE
TRUST PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF
TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER
OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR
THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

37

---

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

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

38

---

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

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

Section
8.3. Deemed Security Holders. The Trust, the Administrators, the Trustees, the
Paying Agent, the Transfer Agent or the Registrar may treat the Person in whose name any
Security shall be registered on the Securities Register of the Trust as the sole Holder
and owner of such Security for purposes of receiving Distributions and for all other
purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such Security on the part of any other Person, whether or
not the Trust, the Administrators, the Trustees, the Paying Agent, the Transfer Agent or
the Registrar shall have actual or other notice thereof.

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

39

---

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

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

40

---

(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)

| | (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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

41

---

| | (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 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

42

---

| | (v)    
               To the fullest extent permitted by law, expenses (including attorneys fees
               and expenses) incurred by an Indemnified Person in defending a civil,
criminal,                administrative or investigative action, suit or proceeding
referred to in                paragraphs (i) and (ii) of this Section 9.4(a) shall be
paid by the Sponsor in                advance of the final disposition of such action,
suit or proceeding upon receipt                of an undertaking by or on behalf of such
Indemnified Person to repay such                amount if it shall ultimately be
determined that such Person is not entitled to                be indemnified by the
Sponsor as authorized in this Section 9.4(a).                Notwithstanding the
foregoing, no advance shall be made by the Sponsor if a                determination is
reasonably and promptly made (1) in the case of a Company                Indemnified
Person (A) by the Administrators by a majority vote of a Quorum of
               disinterested Administrators, (B) if such a Quorum is not obtainable, or,
even                if obtainable, if a Quorum of disinterested Administrators so
directs, by                independent legal counsel in a written opinion or (C) by the
Common Security                Holder of the Trust, that, based upon the facts known to
the Administrators,                counsel or the Common Security Holder at the time such
determination is made,                such Indemnified Person acted in bad faith or in a
manner that such Person                either believed to be opposed to or did not
believe to be in the best interests                of the Trust, or, with respect to any
criminal proceeding, that such Indemnified                Person believed or had
reasonable cause to believe such conduct was unlawful, or                (2) in the case
of a Fiduciary Indemnified Person, by independent legal counsel                in a
written opinion that, based upon the facts known to the counsel at the time
               such determination is made, such Indemnified Person acted in bad faith or
in a                manner that such Indemnified Person either believed to be opposed to
or did not                believe to be in the best interests of the Trust, or, with
respect to any                criminal proceeding, that such Indemnified Person believed
or had reasonable                cause to believe such conduct was unlawful. In no event
shall any advance be                made (i) to a Company Indemnified Person in instances
where the Administrators,                independent legal counsel or the Common Security
Holder reasonably determine                that such Person deliberately breached such
Persons duty to the Trust or                its Common or Capital Security Holders
or (ii) to a Fiduciary Indemnified Person                in instances where independent
legal counsel promptly and reasonably determines                in a written opinion that
such Person deliberately breached such Persons                duty to the Trust or
its Common or Capital Security Holders.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

43

---

(c)    
               The indemnification and advancement of expenses provided by, or granted
pursuant                to, the other paragraphs of this Section shall not be deemed
exclusive of any                other rights to which those seeking indemnification and
advancement of expenses                may be entitled under any agreement, vote of
stockholders or disinterested                directors of the Sponsor or Capital Security
Holders of the Trust or otherwise,                both as to action in such Persons
official capacity and as to action in                another capacity while holding such
office. All rights to indemnification under                this Section shall be deemed
to be provided by a contract between the Sponsor                and each Indemnified
Person who serves in such capacity at any time while this                Section is in
effect. Any repeal or modification of this Section shall not                affect any
rights or obligations then existing.

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

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

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

(g)    
               The provisions of this Section shall survive the termination of this
Declaration                or the earlier resignation or removal of the Institutional
Trustee. The                obligations of the Sponsor under this Section to compensate
and indemnify the                Trustees and to pay or reimburse the Trustees for
expenses, disbursements and                advances shall constitute additional
indebtedness hereunder. Such additional                indebtedness shall be secured by a
lien prior to that of the Securities upon all                property and funds held or
collected by the Trustees as such, except funds held                in trust for the
benefit of the Holders of particular Capital Securities, provided, that the
Sponsor is the Holder of the Common Securities.

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

44

---

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 of the Trust, the Administrators shall keep,           or
cause to be kept, at the principal office of the Trust in the United States,           as
defined for purposes of Treasury Regulations § 301.7701-7, full books of
          account, records and supporting documents, which shall reflect in reasonable
          detail each transaction of the Trust. The books of account shall be maintained
          on the accrual method of accounting, in accordance with generally accepted
          accounting principles, consistently applied.

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

45

---

(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 § 301.7701-7, and filed an           annual
United States federal income tax return on a Form 1041 or such other form
          required by United States federal income tax law, and any other annual income
          tax returns required to be filed by the Administrators on behalf of the Trust
          with any state or local taxing authority.

(e)              So
long as a Holder of the Capital Securities is the Purchaser or an entity that
          holds a pool of trust preferred securities and/or debt securities or a trustee
          thereof, the Sponsor shall cause the Administrators to deliver, by hardcopy or
          electronic transmission, the Sponsors reports on Form H-b(11) to the
          Holder promptly following their filing with the OTS.

Section
10.3. Banking. The Trust shall maintain one or more bank accounts in the United
States, as defined for purposes of Treasury Regulations § 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.

46

---

ARTICLE XI AMENDMENTS
AND MEETINGS

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

| | (i)    
                    the Institutional Trustee,
| | ------------------------------------------------------

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

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

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

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

| | (i)    
                    unless the Institutional Trustee shall have first received
| | --------------------------------------------------------------------------------------

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

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

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

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

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

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

47

---

| | (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 OTS or                     any successor regulatory authority
with jurisdiction over savings and loan                     holding companies.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

(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);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

48

---

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

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

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

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

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

49

---

| | (iii)    
               Unless the Statutory Trust Act, this Declaration, the terms of the
Securities,                the Trust Indenture Act or the listing rules of any stock
exchange on which the                Capital Securities are then listed or admitted for
trading, if any, otherwise                provides, the Administrators, in their sole
discretion, shall establish all                other provisions relating to meetings of
Holders of Securities, including notice                of the time, place or purpose of
any meeting at which any matter is to be voted                on by any Holders of the
Securities, waiver of any such notice, action by                consent without a
meeting, the establishment of a record date, quorum                requirements, voting
in person or by proxy or any other matter with respect to                the exercise of
any such right to vote; provided, however, that                each meeting
shall be conducted in the United States (as that term is defined in
               Treasury Regulations § 301.7701-7).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE XII
REPRESENTATIONS OF INSTITUTIONAL TRUSTEEAND 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);

50

---

(e)              the
execution, delivery and performance of this Declaration by the Institutional
          Trustee does not conflict with or constitute a breach of the charter or by-laws
          of the Institutional Trustee; and

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

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

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

(b)              if
it is not a natural person, the execution, delivery and performance by the
          Delaware Trustee of this Declaration has been duly authorized by all necessary
          corporate action on the part of the Delaware Trustee, and this Declaration has
          been duly executed and delivered by the Delaware Trustee, and under Delaware
law           (excluding any securities laws) constitutes a legal, valid and binding
          obligation of the Delaware Trustee, enforceable against it in accordance 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 §3807 of the Statutory Trust           Act.

51

---

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): TierOne Capital Trust I, c/o TierOne
          Corporation, 1235 N Street, P.O. Box 83009 Lincoln, Nebraska
          68501-3009, Attention: Gilbert G. Lundstrom, Telecopy: (402) 435-0427,
          Telephone: (402) 473-6250;

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

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

(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): TierOne Corporation, 1235
          N Street, P.O. Box 83009 Lincoln, Nebraska 68501-3009, Attention:
          Gilbert G. Lundstrom, Telecopy: (402) 435-0427, Telephone: (402) 473-6250; or

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

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

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

52

---

Section
13.3.     Submission to Jurisdiction.

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

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

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

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.

53

---

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

54

---

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                      
| | TierOne Corporation                        
| | as Sponsor                                 
| | By:  /s/ Gilbert G. Lundstrom              
| | Name: Gilbert G. Lundstrom                 
| | Title: Chairman and Chief Executive Officer
| | /s/ Gilbert G. Lundstrom                   
| | Gilbert G. Lundstrom                       
| | as Administrator                           
| | /s/ James A. Laphen                        
| | James A. Laphen                            
| | as Administrator                           
| | /s/ Eugene B. Witkowicz                    
| | Eugene B. Witkowicz                        
| | as Administrator                           

55

---

ANNEX I

TERMS OFCAPITAL
SECURITIES AND COMMON SECURITIES

Pursuant
to Section 6.1 of the Amended and Restated Declaration of Trust, dated as of April 26,
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. 30,000 Capital Securities of TierOne Capital Trust I (the           Trust),
with an aggregate liquidation amount with respect to the           assets of the Trust of
Thirty Million Dollars ($30,000,000) and a liquidation           amount with respect to
the assets of the Trust of $1,000 per Capital Security,           are hereby designated
for the purposes of identification only as the           MMCapSSM (the
Capital Securities). The           Capital Security Certificates evidencing
the Capital Securities shall be           substantially in the form of Exhibit A-1 to the
Declaration, with such changes           and additions thereto or deletions therefrom as
may be required by ordinary           usage, custom or practice or to conform to the
rules of any stock exchange on           which the Capital Securities are listed, if any.

(b)              Common
Securities. 928 Common Securities of the Trust (the Common           Securities)
will be evidenced by Common Security Certificates           substantially in the form of
Exhibit A-2 to the Declaration, with such changes           and additions thereto or
deletions therefrom as may be required by ordinary           usage, custom or practice.
In the absence of an Event of Default, the Common           Securities will have an
aggregate liquidation amount with respect to the assets           of the Trust of Nine
Hundred and Twenty-Eight Thousand Dollars ($928,000) and a           liquidation amount
with respect to the assets of the Trust of $1,000 per Common           Security.

2.    Distributions.
(a) Distributions payable on each Security will be payable           at a floating rate
of interest per annum, which, with respect to any           Distribution Period (as
defined herein), will be equal to LIBOR, as determined           on the LIBOR
Determination Date for such Distribution Period (or, in the case of           the first
Distribution Period, will be 1.11%), plus 2.80 % (the Coupon           Rate);
provided, however, that the Coupon Rate for any           Distribution
Period may not exceed the Interest Rate (as defined in the           Indenture) for the
related Interest Period (as defined in the Indenture).           Distributions in arrears
for more than one Distribution Period will bear           interest thereon, compounded
quarterly, at the applicable Coupon Rate for each           Distribution Period
thereafter (to the extent permitted by applicable law). The           term Distributions,
as used herein, includes cash Distributions, any           such compounded Distributions
and any Additional Amounts payable on the           Debentures unless otherwise stated. A
Distribution is payable only to the extent           that payments are made in respect of
the Debentures held by the Institutional           Trustee and to the extent the
Institutional Trustee has funds legally available           in the Property Account
therefor. The amount of Distributions payable for any           Distribution Period will
be computed on the basis of a 360-day year and the           actual number of days
elapsed in such Distribution Period.

A-I-1

---

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

(b)    
               LIBOR shall be determined by the Calculation Agent for each Distribution
Period                (other than the first Distribution Period, in which case LIBOR will
be 1.11% per                annum) in accordance with the following provisions:

| | (1)    
               On the second LIBOR Business Day (provided, that on such day commercial
banks                are open for business (including dealings in foreign currency
deposits) in                London (a LIBOR Banking Day), and otherwise the
next preceding LIBOR                Business Day that is also a LIBOR Banking Day) prior
to the March                15th, June 15th, September 15th or
December                15th, as the case may be, immediately succeeding the
commencement of                such Distribution Period (each such day, a LIBOR
Determination                Date), LIBOR shall equal the rate, as obtained by the
Calculation Agent,                for three-month U.S. Dollar deposits in Europe, which
appears on Telerate (as                defined in the International Swaps and Derivatives
Association, Inc. 2000                Interest Rate and Currency Exchange Definitions)
page 3750 or such other page as                may replace such page 3750, as of 11:00
a.m. (London time) on such LIBOR                Determination Date, as reported by
Bloomberg Financial Markets Commodities News                or any successor service (Telerate
Page 3750). LIBOR Business                Day means any day that is not
a Saturday, Sunday or other day on which                commercial banking institutions
in The City of New York or Wilmington, Delaware                are authorized or
obligated by law or executive order to be closed. If such rate                is
superseded on Telerate Page 3750 by a corrected rate before 12:00 noon
               (London time) on such LIBOR Determination Date, the corrected rate as so
               substituted will be LIBOR for such LIBOR Determination Date.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

A-I-2

---

| | (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 March
7th, June                7th, September 7th and December
7th of each                year, commencing on June 7, 2004 (each, a Distribution
Payment                Date), and on any earlier date of redemption, as applicable.
The Debenture                Issuer has the right under the Indenture to defer payments
of interest on the                Debentures by extending the interest payment period for
up to 20 consecutive                quarterly periods (each such extended interest
payment period, together with all                previous and future consecutive
extensions thereof, is referred to herein as an                Extension Period)
at any time and from time to time on the                Debentures, subject to the
conditions described below and in the Indenture. No                Extension Period may
end on a date other than a Distribution Payment Date or                extend beyond the
Maturity Date, any Optional Redemption Date or the Special                Redemption
Date, as the case may be (each such term as defined herein). During                any
Extension Period, interest will continue to accrue on the Debentures, and
               interest on such accrued interest (such accrued interest and interest
thereon                referred to herein as Deferred Interest) will accrue,
at an annual                rate equal to the Coupon Rate applicable during such
Extension Period,                compounded quarterly from the date such Deferred
Interest would have been                payable were it not for the Extension Period, to
the extent permitted by                applicable law. At the end of any Extension
Period, the Debenture Issuer shall                pay all Deferred Interest then accrued
and unpaid on the Debentures; provided, however, that during any Extension
Period, the Debenture                Issuer may not (i) declare or pay any dividends or
distributions on, or redeem,                purchase, acquire, or make a liquidation
payment with respect to, any of the                Debenture Issuers capital stock,
(ii) make any payment of principal or                premium or interest on or repay,
repurchase or redeem any debt securities of the                Debenture Issuer that rank
in all respects pari passu with or junior in                interest to the
Debentures or (iii) make any payment under any guarantees of the                Debenture
Issuer that rank

A-I-3

---

in all respects pari passu with
or junior in                interest to the Guarantee (other than (a) repurchases,
redemptions or other                acquisitions of shares of capital stock of the
Debenture Issuer (A) in                connection with any employment contract, benefit
plan or other similar                arrangement with or for the benefit of one or more
employees, officers,                directors or consultants, (B) in connection with a
dividend reinvestment or                stockholder stock purchase plan or (C) in
connection with the issuance of                capital stock of the Debenture Issuer (or
securities convertible into or                exercisable for such capital stock), as
consideration in an acquisition                transaction entered into prior to the
applicable Extension Period, (b) as a                result of any exchange or conversion
of any class or series of the Debenture                Issuers capital stock (or
any capital stock of a subsidiary of the                Debenture Issuer) for any class
or series of the Debenture Issuers capital                stock or of any class or
series of the Debenture Issuers indebtedness for                any class or series
of the Debenture Issuers capital stock, (c) the                purchase of
fractional interests in shares of the Debenture Issuers                capital
stock pursuant to the conversion or exchange provisions of such capital
               stock or the security being converted or exchanged, (d) any declaration of
a                dividend in connection with any stockholders rights plan, or the
issuance                of rights, stock or other property under any stockholders
rights plan, or                the redemption or repurchase of rights pursuant thereto,
or (e) any                dividend in the form of stock, warrants, options or other
rights where the                dividend stock or the stock issuable upon exercise of
such warrants, options or                other rights is the same stock as that on which
the dividend is being paid or                ranks pari passu with or junior in
interest to such stock). Prior to the                termination of any Extension Period,
the Debenture Issuer may further extend                such Extension Period, provided,
that no Extension Period (including all                previous and further consecutive
extensions that are part of such Extension                Period) shall exceed 20
consecutive quarterly periods. Upon the termination of                any Extension
Period and upon the payment of all Deferred Interest, the                Debenture Issuer
may commence a new Extension Period, subject to the                requirements herein
and in the Indenture. No interest or Deferred Interest                (except any
Additional Amounts that may be due and payable) shall be due and                payable
during an Extension Period, except at the end thereof, but Deferred
               Interest shall accrue upon each installment of interest that would
otherwise                have been due and payable during such Extension Period until
such installment is                paid.

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

The
Trusts funds available for Distributions to the Holders of the Securities will be
limited to payments received from the Debenture Issuer. The payment of Distributions out
of moneys held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

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

A-I-4

---

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

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

3.    Liquidation
Distribution Upon Dissolution. In the event of the voluntary           or involuntary
liquidation, dissolution, winding-up or termination of the Trust           (each, a Liquidation),
the Holders of the Securities will be           entitled to receive out of the assets of
the Trust legally available for           distribution to Holders of the Securities,
after satisfaction of liabilities to           creditors of the Trust (to the extent not
satisfied by the Debenture Issuer), an           amount in cash equal to the aggregate of
the liquidation amount of $1,000 per           Security plus unpaid Distributions accrued
thereon to the date of payment           (collectively, the Liquidation Distribution),
unless: (i) the           Debentures have been redeemed in full in accordance with the
terms thereof and           of the Indenture; or (ii) the Debentures in an aggregate
principal amount equal           to the aggregate liquidation amount of such Securities
and bearing accrued and           unpaid interest in an amount equal to the accrued and
unpaid Distributions on           such Securities, after paying or making reasonable
provision to pay all claims           and obligations of the Trust in accordance with
Section 3808(e) of the Statutory           Trust Act, shall be distributed on a Pro Rata
basis to the Holders of the           Securities in exchange for such Securities.

The
Sponsor, as the Holder of all of the Common Securities, has the right at any time, upon
receipt by the Debenture Issuer and the Institutional Trustee for the benefit of the Trust
of (i) an opinion of nationally recognized tax counsel that Holders will not
recognize any gain or loss for United States Federal income tax purposes as a result of
the distribution of Debentures, to dissolve the Trust (including, without limitation, upon
the occurrence of a Tax Event, an Investment Company Event or a Capital Treatment Event,
each as defined herein) and (ii) prior approval from the Office of Thrift Supervision
(the OTS) (if then required under applicable capital guidelines or policies of
the OTS) 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.

A-I-5

---

The
Trust shall dissolve on the first to occur of (i) June 7, 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 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.

A-I-6

---

4.    Redemption
and Distribution.

(a)              The
Debentures will mature on June 7, 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 June
          7, 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 OTS, if then required under applicable
          capital guidelines or policies of the OTS. Additional interest may also be
          payable by the Debenture Issuer in connection with such Tax Event, Investment
          Company Event or Capital Treatment Event as specified in Section 10.02 of the
          Indenture. Any such interest received by the Trust will be distributed promptly
          to Holders of the Securities on a Pro Rata basis.

Tax
Event means the receipt by the Debenture Issuer and the Trust of an opinion of
counsel experienced in such matters to the effect that, as a result of any amendment to or
change (including any announced prospective change) in the laws or any regulations
thereunder of the United States or any political subdivision or taxing authority thereof
or therein, or as a result of any official administrative pronouncement (including any
private letter ruling, technical advice memorandum, regulatory procedure, notice or
announcement) (an Administrative Action) or judicial decision interpreting or
applying such laws or regulations, regardless of whether such Administrative Action or
judicial decision is issued to or in connection with a proceeding involving the Debenture
Issuer or the Trust and whether or not subject to review or appeal, which amendment,
clarification, change, Administrative Action or decision is enacted, promulgated or
announced, in each case on or after the date of original issuance of the Debentures, there
is more than an insubstantial risk that: (i) the Trust is, or will be within 90 days of
the date of such opinion, subject to United States federal income tax with respect to
income received or accrued on the Debentures; (ii) if the Debenture Issuer is organized
and existing under the laws of the United States or any state thereof or the District of
Columbia interest payable by the Debenture Issuer on the Debentures is not, or within 90
days of the date 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.

A-I-7

---

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 or would become effective, as
the case may be, 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 (a) any amendment to, or change in, the laws, rules or
regulations of the United States or any political subdivision thereof or therein, or any
rules, guidelines or policies of an applicable regulatory authority for the Debenture
Issuer or (b)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 its then equivalent) if the Debenture Issuer
(or its successor) were subject to such capital requirements applied as if the Debenture
Issuer (or its successors) were a bank holding company for purposes of the capital
adequacy guidelines of the Federal Reserve (or any successor regulatory authority with
jurisdiction over bank holding companies), or any capital adequacy guidelines as then in
effect and applicable to the Debenture Issuer; provided, however, that the distribution of
the Debentures in connection with the Liquidation of the Trust by the Debenture Issuer
shall not in and of itself constitute a Capital Treatment Event unless such Liquidation
shall have occurred in connection with a Tax Event or an Investment Company Event.

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

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

Special
Redemption Price means, with respect to the redemption of the Debentures following a
Special Event, an amount in cash equal to 103.525% of the principal amount of the
Debentures to be redeemed prior to June 7, 2005 and thereafter equal to the percentage of
the principal amount of the Debentures that is specified below for the Special Redemption
Date plus, in each case, unpaid interest accrued thereon to the Special Redemption Date:

A-I-8

---

|                                       |                            
|-------------------------------------- | ---------------------------
|Special Redemption During the 12-Month |                            
|Period beginning June 7,               | Percent of Principal Amount
|2005                                   | 103.140%                   
|2006                                   | 102.355%                   
|2007                                   | 101.570%                   
|2008                                   | 100.785%                   
|2009 and thereafter                    | 100.000%                   

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

(c)              If
fewer than all the outstanding Securities are to be so redeemed, the Common
          Securities and the Capital Securities will be redeemed Pro Rata and the Capital
          Securities to be redeemed will be as described in Section 4(e)(ii) below.

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

(e)              Redemption
or Distribution Procedures.

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

A-I-9

---

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

| | (iii)              If
the Securities are to be redeemed and the Trust gives a           Redemption/Distribution
Notice, which notice may only be issued if the           Debentures are redeemed or
repaid as set out in this Section (which notice will           be irrevocable), then, provided,
that the Institutional Trustee has a           sufficient amount of cash in connection
with the related redemption or maturity           of the Debentures, the Institutional
Trustee will pay the price payable upon           redemption of the Securities to the
Holders of such Securities by check mailed           to the address of each such Holder
appearing on the books and records of the           Trust on the related date of
redemption. If a Redemption/Distribution Notice           shall have been given and funds
deposited as required, then immediately prior to           the close of business on the
date of such deposit, Distributions will cease to           accrue on the Securities so
subject to redemption and all rights of Holders of           such Securities so subject
to redemption will cease, except the right of the           Holders of such Securities to
receive the applicable price specified in Section           4(a), but without interest on
such price. If any date of redemption of the           Securities falls on a day that is
not a Business Day, then payment of all           amounts payable on such date will be
made on the next succeeding Business Day,           and no additional Distributions will
accrue in respect of such payment on such           next succeeding Business Day. If any
amount payable upon redemption of the           Securities is improperly withheld or
refused and not paid either by the Trust,           the Debenture Issuer or the Sponsor
as guarantor pursuant to the Guarantee,           Distributions on such Securities will
continue to accrue at the Coupon Rate           applicable from the date of redemption to
the actual date of payment, in which           case the actual payment date will be
considered the date of redemption for           purposes of calculating the price payable
upon redemption of the Securities. In           the event of any redemption of the
Capital Securities issued by the Trust in           part, the Trust shall not be required
to (i) issue, register the transfer of or           exchange any Security during a period
beginning at the opening of business 15           days before any selection for
redemption of the Capital Securities and ending at           the close of business on the
earliest date on which the relevant notice of           redemption is deemed to have been
given to all Holders of the Capital Securities           to be so redeemed or (ii)
register the transfer of or exchange any Capital           Securities so selected for
redemption, in whole or in part, except for the           unredeemed portion of any
Capital Securities being redeemed in part.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

A-I-10

---

5.    Voting
Rights  Capital Securities. (a) Except as provided under           Sections
5(b) and 7 and as otherwise required by law and the Declaration, the           Holders of
the Capital Securities will have no voting rights. The Administrators           are
required to call a meeting of the Holders of the Capital Securities if           directed
to do so by Holders of not less than 10% in liquidation amount of the           Capital
Securities.

(b)              Subject
to the requirements of obtaining a tax opinion by the Institutional           Trustee in
certain circumstances set forth in the last sentence of this           paragraph, the
Holders of a Majority in liquidation amount of the Capital           Securities, voting
separately as a class, have the right to direct the time,           method, and place of
conducting any proceeding for any remedy available to the           Institutional
Trustee, or exercising any trust or power conferred upon the           Institutional
Trustee under the Declaration, including (i) directing the time,           method, place
of conducting any proceeding for any remedy available to the           Debenture Trustee,
or exercising any trust or power conferred on the Debenture           Trustee with
respect to the Debentures, (ii) waiving any past default and its           consequences
that are waivable under the Indenture, (iii) exercising any           right to
rescind or annul an acceleration of the principal of all the Debentures           or (iv)
consenting on behalf of all the Holders of the Capital Securities to any
          amendment, modification or termination of the Indenture or the Debentures where
          such consent shall be required; provided, however, that, where a
          consent or action under the Indenture would require the consent or act of the
          holders of greater than a simple majority in principal amount of Debentures (a
          Super Majority) affected thereby, the Institutional Trustee may
only           give such consent or take such action at the written direction of the
Holders of           not less than the proportion in liquidation amount of the Capital
Securities           outstanding which the relevant Super Majority represents of the
aggregate           principal amount of the Debentures outstanding. If the Institutional
Trustee           fails to enforce its rights under the Debentures after the Holders of a
Majority           or Super Majority, as the case may be, in liquidation amount of such
Capital           Securities have so directed the Institutional Trustee, to the fullest
extent           permitted by law, a Holder of the Capital Securities may institute a
legal           proceeding directly against the Debenture Issuer to enforce the
Institutional           Trustees rights under the Debentures without first
instituting any legal           proceeding against the Institutional Trustee or any other
person or entity.           Notwithstanding the foregoing, if an Event of Default has
occurred and is           continuing and such event is attributable to the failure of the
Debenture Issuer           to pay interest or premium, if any, on or principal of the
Debentures on the           date such interest, premium, if any, or principal is payable
(or in the case of           redemption, the date of redemption), then a Holder of the
Capital Securities may           directly institute a proceeding for enforcement of
payment, on or after the           respective due dates specified in the Debentures, to
such Holder directly of the           principal of or premium, if any, or interest on the
Debentures having an           aggregate principal amount equal to the aggregate
liquidation amount of the           Capital Securities of such Holder. The Institutional
Trustee shall notify all           Holders of the Capital Securities of any default
actually known to the           Institutional Trustee with respect to the Debentures
unless (x) such default has           been cured prior to the giving of such notice or
(y) the Institutional Trustee           determines in good faith that the withholding of
such notice is in the interest           of the Holders of such Capital Securities,
except where the default relates to           the payment of principal of or interest on
any of the Debentures. Such notice           shall state that such Indenture Event of
Default also constitutes an Event of           Default hereunder. Except with respect to
directing the time, method and place           of conducting a proceeding for a remedy,
the Institutional Trustee shall not           take any of the actions described in clause
(i), (ii), (iii) or (iv) above           unless the Institutional Trustee has obtained an
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-I-11

---

A
waiver of an Indenture Event of Default will constitute a waiver of the corresponding
Event of Default hereunder. Any required approval or direction of Holders of the Capital
Securities may be given at a separate meeting of Holders of the Capital Securities
convened for such purpose, at a meeting of all of the Holders of the Securities in the
Trust or pursuant to written consent. The Institutional Trustee will cause a notice of any
meeting at which Holders of the Capital Securities are entitled to vote, or of any matter
upon which action by written consent of such Holders is to be taken, to be mailed to each
Holder of the Capital Securities. Each such notice will include a statement setting forth
the following information (i) the date of such meeting or the date by which such action is
to be taken, (ii) a description of any resolution proposed for adoption at such meeting on
which such Holders are entitled to vote or of such matter upon which written consent is
sought and (iii) instructions for the delivery of proxies or consents. No vote or consent
of the Holders of the Capital Securities will be required for the Trust to redeem and
cancel Capital Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.

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

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

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

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

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

A-I-12

---

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

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

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

A-I-13

---

(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 less than
the proportion           in liquidation amount of the Securities which the relevant Super
Majority           represents of the aggregate principal amount of the Debentures
outstanding.

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

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

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

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

A-I-14

---

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

11.    No
Preemptive Rights. The Holders of the Securities shall have no, and           the
issuance of the Securities is not subject to, preemptive or similar rights           to
subscribe for any additional securities.

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

A-I-15

---

# EXHIBIT A-1

# FORM OF CAPITAL
SECURITY CERTIFICATE

[FORM OF FACE OF
SECURITY]

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE
LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH
THE TRUST OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE TRUST
WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR
THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN
APPLICABLE LAW, ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (RULE 144A), TO A PERSON THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C)
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7)
OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED
INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO
OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE DEBENTURE
ISSUER AND THE TRUST PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR
(E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED
DECLARATION OF 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.

A-1-1

---

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

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

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

A-1-2

---

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

A-1-3

---

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

CUSIP NO [_________]

Certificate Evidencing
Capital Securities

of

TierOne Capital Trust I

Capital Securities

(liquidation amount
$1,000 per Capital Security)

TierOne
Capital Trust I, a statutory trust created under the laws of the State of Delaware (the
Trust), hereby certifies that ___________________________________ is the
registered owner (the Holder) of ________________________________ capital
securities of the Trust representing undivided beneficial interests in the assets of the
Trust, designated as MMCapSSM (liquidation amount $1,000 per Capital Security)
(the Capital Securities). Subject to the Declaration (as defined below), the
Capital Securities are transferable on the books and records of the Trust, in person or by
a duly authorized attorney, upon surrender of this Certificate duly endorsed and in proper
form for transfer. The Capital Securities represented hereby are issued pursuant to, and
the designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities shall in all respects be subject to, the provisions
of the Amended and Restated Declaration of Trust of the Trust, dated as of April 26, 2004,
among Gilbert G. Lundstrom, James A. Laphen and Eugene B. Witkowicz, as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as Institutional
Trustee, TierOne 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.

A-1-4

---

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

| |                                    
| | -----------------------------------
| | TierOne Capital Trust I            
| | By:________________________________
| | Name:                              
| | Title: Administrator               
| | Dated:___________________________  

CERTIFICATE OF
AUTHENTICATION

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

| | WILMINGTON TRUST COMPANY,                       
| | ------------------------------------------------
| | not in its individual capacity but solely as the
| | Institutional Trustee                           
| | By:_______________________________              
| | Authorized Officer                              
| | Dated: ___________________________              

A-1-5

---

[FORM OF REVERSE OF
SECURITY]

Distributions
payable on each Capital Security will be payable at a floating rate of interest per annum,
which, with respect to any Distribution Period (as defined herein), will be equal to
LIBOR, as determined on the LIBOR Determination Date for such Distribution Period, (or, in
the case of the first Distribution Period, will be 1.11%), plus 2.80% (the Coupon
Rate); provided, however, that the Coupon Rate for any Distribution
Period may not exceed the Interest Rate (as defined in the Indenture) for the related
Interest Period (as defined in the Indenture). Distributions in arrears for more than one
Distribution Period will bear interest thereon, compounded quarterly, at the applicable
Coupon Rate for each Distribution Period thereafter (to the extent permitted by applicable
law). The term Distributions, as used herein, includes cash Distributions, any
such compounded Distributions and any Additional Amounts payable on the Debentures, unless
otherwise stated. A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds legally available in the Property Account therefor. The
amount of Distributions payable for any Distribution Period will be computed on the basis
of a 360-day year and the actual number of days elapsed in such Distribution Period.

Except
as otherwise described below, Distributions on the Capital Securities will be cumulative,
will accrue from the date of original issuance and will be payable quarterly in arrears on
March 7th, June 7th, September 7th and December
7th of each year, commencing on June 7, 2004 (each, a Distribution
Payment Date), and on any earlier date of redemption, subject, in each case, to the
Business Day convention specified in the Declaration. The Debenture Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending the
interest payment period for up to 20 consecutive quarterly periods (each such extended
interest payment period, together with all previous and future consecutive extensions
thereof, is referred to herein as an Extension Period) at any time and from
time to time on the Debentures, subject to the conditions described below and in the
Declaration and the Indenture. No Extension Period may end on a date other than a
Distribution Payment Date or extend beyond the Maturity Date, any Optional Redemption Date
or the Special Redemption Date, as the case may be. During any Extension Period, interest
will continue to accrue on the Debentures, and interest on such accrued interest (such
accrued interest and interest thereon referred to herein as Deferred Interest)
will accrue, at an annual rate equal to the Coupon Rate applicable during such Extension
Period, compounded quarterly from the date such Deferred Interest would have been payable
were it not for the Extension Period, to the extent permitted by applicable law. At the
end of any Extension Period, the Debenture Issuer shall pay all Deferred Interest then
accrued and unpaid on the Debentures; provided, however, that prior to the
termination of any Extension Period, the Debenture Issuer may further extend such
Extension Period, provided, that no Extension Period (including all previous and
further consecutive extensions that are part of such Extension Period) shall exceed 20
consecutive quarterly periods. Upon the termination of any Extension Period and upon the
payment of all Deferred Interest, the Debenture Issuer may commence a new Extension
Period, subject to the requirements set forth herein and in the Declaration and the
Indenture. No interest or Deferred Interest (except any Additional Amounts that may be due
and payable) shall be due and payable during an Extension Period, except at the end
thereof, but Deferred Interest shall accrue upon each installment of interest that would
otherwise have been due and payable during such Extension Period until such installment is
paid.

A-1-6

---

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

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

A-1-7

---

ASSIGNMENT

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

____________________________

____________________________

____________________________

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

____________________________

____________________________

____________________________

(Insert address and zip code of
assignee),

and irrevocably appoints
________________________________________________________ as agent to transfer the Capital
Securities evidenced by this Capital Security Certificate on the books of the Trust. The
agent may substitute another to act for it, him or her.

| | Date:__________________
| | -----------------------

| | Signature:__________________
| | ----------------------------

| | (Sign
exactly as your name appears on the other side of this Capital Security Certificate)
| | ------------------------------------------------------------------------------------------

| | Signature
Guarantee:1 ____________________________
| | --------------------------------------------------

---

1 Signature must be guaranteed by an
eligible guarantor institution that is a bank, stockbroker, savings and loan
association or credit union, meeting the requirements of the Security registrar, which
requirements include membership or participation in the Securities Transfer Agents
Medallion Program (STAMP) or such other signature guarantee program as may be
determined by the Security registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

A-1-8

---

# EXHIBIT A-2

FORM OF COMMON SECURITY
CERTIFICATE

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

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

A-2-1

---

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

Certificate Evidencing
Common Securities

of

TierOne Capital Trust
I

TierOne
Capital Trust I, a statutory trust created under the laws of the State of Delaware (the
Trust), hereby certifies that _________________________________ is the
registered owner (the Holder) of ___________________________________ 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 April 26, 2004, among Gilbert G. Lundstrom,
James A. Laphen and Eugene B. Witkowicz, as Administrators, Wilmington Trust Company, as
Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, the Holder, as
Sponsor, and the holders from time to time of undivided beneficial interests in the assets
of the Trust, including the designation of the terms of the Common Securities as set forth
in Annex I to the Declaration, as the same may be amended from time to time (the
Declaration). Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Sponsor will provide a copy of the Declaration
and the Indenture to the Holder without charge upon written request to the Sponsor at its
principal place of business.

As
set forth in the Declaration, when an Event of Default has occurred and is continuing, the
rights of the Holder of Common Securities to payment in respect of Distributions and
payments upon Liquidation, redemption or otherwise are subordinated to the rights of
payment of holders of the Capital Securities.

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

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

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

A-2-2

---

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

| |                                  
| | ---------------------------------
| | TierOne Capital Trust I          
| | By:______________________________
| | Name:                            
| | Title: Administrator             

A-2-3

---

[FORM OF REVERSE OF
SECURITY]

Distributions
payable on each Common Security will be identical in amount to the Distributions payable
on each Capital Security, which is at a floating rate of interest per annum, which, with
respect to any Distribution Period (as defined herein), will be equal to LIBOR, as
determined on the LIBOR Determination Date for such Distribution Period, (or, in the case
of the first Distribution Period, will be 1.11%), plus 2.80% (the Coupon
Rate); provided, however, that the Coupon Rate for any Distribution
Period may not exceed the Interest Rate (as defined in the Indenture) for the related
Interest Period (as defined in the Indenture). Distributions in arrears for more than one
Distribution Period will bear interest thereon, compounded quarterly, at the applicable
Coupon Rate for each Distribution Period thereafter (to the extent permitted by applicable
law). The term Distributions, as used herein, includes cash Distributions, any
such compounded Distributions and any Additional Amounts payable on the Debentures, unless
otherwise stated. A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds legally available in the Property Account therefor. The
amount of Distributions payable for any Distribution Period will be computed on the basis
of a 360-day year and the actual number of days elapsed in such Distribution Period.

Except
as otherwise described below, Distributions on the Common Securities will be cumulative,
will accrue from the date of original issuance and will be payable quarterly in arrears on
March 7th, June 7th, September 7th and December
7th of each year, commencing on June 7, 2004 (each, a Distribution
Payment Date), and on any earlier date of redemption, subject, in each case, to the
Business Day convention specified in the Declaration. The Debenture Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending the
interest payment period for up to 20 consecutive quarterly periods (each such extended
interest payment period, together with all previous and future consecutive extensions
thereof, is referred to herein as an Extension Period) at any time and from
time to time on the Debentures, subject to the conditions described below and in the
Declaration and the Indenture. No Extension Period may end on a date other than a
Distribution Payment Date or extend beyond the Maturity Date, any Optional Redemption Date
or the Special Redemption Date, as the case may be. During any Extension Period, interest
will continue to accrue on the Debentures, and interest on such accrued interest (such
accrued interest and interest thereon referred to herein as Deferred Interest)
will accrue, at an annual rate equal to the Coupon Rate applicable during such Extension
Period, compounded quarterly from the date such Deferred Interest would have been payable
were it not for the Extension Period, to the extent permitted by applicable law. At the
end of any Extension Period, the Debenture Issuer shall pay all Deferred Interest then
accrued and unpaid on the Debentures; provided, however, that prior to the
termination of any Extension Period, the Debenture Issuer may further extend such
Extension Period, provided, that no Extension Period (including all previous and
further consecutive extensions that are part of such Extension Period) shall exceed 20
consecutive quarterly periods. Upon the termination of any Extension Period and upon the
payment of all Deferred Interest, the Debenture Issuer may commence a new Extension
Period, subject to the requirements set forth herein and in the Declaration and the
Indenture. No interest or Deferred Interest (except any Additional Amounts that may be due
and payable) shall be due and payable during an Extension Period, except at the end
thereof, but Deferred Interest shall accrue upon each installment of interest that would
otherwise have been due and payable during such Extension Period until such installment is
paid.

A-2-4

---

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

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

A-2-5

---

ASSIGNMENT

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

____________________________

____________________________

____________________________

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

____________________________

____________________________

____________________________

(Insert address and zip code of
assignee),

and irrevocably appoints as
agent to transfer the Common Securities evidenced by this Common Security Certificate on
the books of the Trust. The agent may substitute another to act for him or her.

| | Date:____________________
| | -------------------------

| | Signature:________________________
| | ----------------------------------

| | (Sign
exactly as your name appears on the other side of this Common Security Certificate)
| | -----------------------------------------------------------------------------------------

| | Signature
Guarantee:1 ________________________
| | ----------------------------------------------

---

1 Signature must be guaranteed by an
eligible guarantor institution that is a bank, stockbroker, savings and loan
association or credit union, meeting the requirements of the Security registrar, which
requirements include membership or participation in the Securities Transfer Agents
Medallion Program (STAMP) or such other signature guarantee program as may be
determined by the Security registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

A-2-6

---

EXHIBIT B

FORM OF TRANSFEREE
CERTIFICATETO BE EXECUTED BY ACCREDITED INVESTORS

_____________,[   ]

TierOne
CorporationTierOne Capital Trust I1235 N StreetP.O. Box 83009Lincoln, NE
68501-3009

|Re: | Purchase
of $[_________] liquidation amount of MMCapSSM(the Capital Securities) of
TierOne Capital Trust I (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 non-U.S.           Persons that occur outside the United States pursuant to
Regulation S under the           Securities Act, or (e) pursuant to another available
exemption from the           registration requirements of the Securities Act, and in each
of the foregoing           cases in accordance with any applicable state securities laws
and any           requirements of law that govern the disposition of our property. If any
resale           or other transfer of the Capital Securities is proposed to be made
pursuant to           clause (c) above, the transferor shall deliver a letter from the
transferee           substantially in the form of this letter to the Institutional
Trustee as           Transfer Agent, which shall provide as applicable, among other
things, that the           transferee is an accredited investor within the meaning of
subparagraph (a)(1),           (2), (3), (7) or (8) of Rule 501 under the Securities Act
that is acquiring such           Capital Securities for investment purposes and not for
any distribution in           violation of the Securities Act. In addition, if any resale
or other transfer of           the Capital Securities is proposed to be made pursuant to
clause (b) or (d)           above, the transferor, in the case of clause (b), or the
transferee, in the case           of clause (d), shall deliver a letter substantially in
the form of Exhibit C, in           the case of clause (b), or Exhibit D, in the case of
clause (d), to the           Declaration. We acknowledge on our behalf and on behalf of
any investor account           for which we are purchasing Capital Securities that the
Company and the Trust           reserve the right prior to any offer, sale or other
transfer pursuant to clause           (c) or (e) to require the delivery of any opinion
of counsel, certifications           and/or other information satisfactory to TierOne
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.

B-1

---

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

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

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

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

B-2

---

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

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

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

| |                                    
| | -----------------------------------
| | __________________________________ 
| | (Name of Purchaser)                
| | By:_______________________________ 
| | Date:______________________________

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

Name:_______________________

Address:______________________

Taxpayer ID
Number:_____________________

B-3

---

EXHIBIT C

FORM OF TRANSFEROR
CERTIFICATETO BE EXECUTED FOR QIBs

_____________,[   ]

TierOne
CorporationTierOne Capital Trust I1235 N StreetP.O. Box 83009Lincoln, NE
68501-3009

|Re: | Purchase
of $[_______________] liquidation amount of MMCapSSM(the "Capital Securities") of
TierOne Capital Trust I (the "Trust")
|--- | --------------------------------------------------------------------------------------------------------------------------------

Reference
is hereby made to the Amended and Restated Declaration of Trust of TierOne Capital Trust
I, dated as of April 26, 2004 (the Declaration), among Gilbert G. Lundstrom,
James A. Laphen and Eugene B. Witkowicz, as Administrators, Wilmington Trust Company, as
Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, TierOne 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:__________________________ 

---

EXHIBIT D

FORM OF TRANSFEROR
CERTIFICATETO BE EXECUTED BY NON U.S PERSONS

_____________,[   ]

TierOne
CorporationTierOne Capital Trust I1235 N StreetP.O. Box 83009Lincoln, NE
68501-3009

|Re: | Purchase
of $[____________] liquidation amount of MMCapSSM(the Capital Securities) of
TierOne Capital Trust I (the Trust)
|--- | -----------------------------------------------------------------------------------------------------------------------------

Reference
is hereby made to the Amended and Restated Declaration of Trust of TierOne Capital Trust
I, dated as of April 26, 2004 (the Declaration), among Gilbert G. Lundstrom,
James A. Laphen and Eugene B. Witkowicz, as Administrators, Wilmington Trust Company, as
Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, TierOne 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 the Capital Securities to us constitutes an
offshore transaction under Regulation S under the Securities Act.

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

| |                                 
| | --------------------------------
| | _________________________       
| | (Name of Transferor)            
| | By:__________________________   
| | Name:                           
| | Title:__________________________
| | Date:__________________________