EXHIBIT 4.2















                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                         BRIDGE CAPITAL HOLDINGS TRUST I

                          Dated as of December 21, 2004







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                                TABLE OF CONTENTS

                                                                                                             PAGE


                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

<S>                        <C>                                                                                   <C>

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

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1.               Name..................................................................................8

SECTION 2.2.               Office................................................................................8

SECTION 2.3.               Purpose...............................................................................8

SECTION 2.4.               Authority.............................................................................9

SECTION 2.5.               Title to Property of the Trust........................................................9

SECTION 2.6.               Powers and Duties of the Trustees and the Administrators..............................9

SECTION 2.7.               Prohibition of Actions by the Trust and the Trustees.................................14

SECTION 2.8.               Powers and Duties of the Institutional Trustee.......................................15

SECTION 2.9.               Certain Duties and Responsibilities of the Trustees and the Administrators...........16

SECTION 2.10.              Certain Rights of Institutional Trustee..............................................18

SECTION 2.11.              Delaware Trustee.....................................................................20

SECTION 2.12.              Execution of Documents...............................................................20

SECTION 2.13.              Not Responsible for Recitals or Issuance of Securities...............................21

SECTION 2.14.              Duration of Trust....................................................................21

SECTION 2.15.              Mergers..............................................................................21

                                   ARTICLE III
                                     SPONSOR

SECTION 3.1.               Sponsor's Purchase of Common Securities..............................................23

SECTION 3.2.               Responsibilities of the Sponsor......................................................23


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                                TABLE OF CONTENTS
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                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

SECTION 4.1.               Number of Trustees...................................................................23

SECTION 4.2.               Delaware Trustee.....................................................................24

SECTION 4.3.               Institutional Trustee; Eligibility...................................................24

SECTION 4.4.               Certain Qualifications of the Delaware Trustee Generally.............................24

SECTION 4.5.               Administrators.......................................................................25

SECTION 4.6.               Initial Delaware Trustee.............................................................25

SECTION 4.7.               Appointment, Removal and Resignation of the Trustees and the Administrators..........25

SECTION 4.8.               Vacancies Among Trustees.............................................................27

SECTION 4.9.               Effect of Vacancies..................................................................27

SECTION 4.10.              Meetings of the Trustees and the Administrators......................................27

SECTION 4.11.              Delegation of Power..................................................................28

SECTION 4.12.              Merger, Conversion, Consolidation or Succession to Business..........................28

                                    ARTICLE V
                                  DISTRIBUTIONS

SECTION 5.1.               Distributions........................................................................28

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

SECTION 6.1.               General Provisions Regarding Securities..............................................29

SECTION 6.2.               Paying Agent, Transfer Agent, Calculation Agent and Registrar........................30

SECTION 6.3.               Form and Dating......................................................................30

SECTION 6.4.               Mutilated, Destroyed, Lost or Stolen Certificates....................................31

SECTION 6.5.               Temporary Securities.................................................................31

SECTION 6.6.               Cancellation.........................................................................31


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                                  (CONTINUED)

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SECTION 6.7.               Rights of Holders; Waivers of Past Defaults..........................................31

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1.               Dissolution and Termination of Trust.................................................33

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

SECTION 8.1.               General..............................................................................34

SECTION 8.2.               Transfer Procedures and Restrictions.................................................35

SECTION 8.3.               Deemed Security Holders..............................................................38

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

SECTION 9.1.               Liability............................................................................38

SECTION 9.2.               Exculpation..........................................................................39

SECTION 9.3.               Fiduciary Duty.......................................................................39

SECTION 9.4.               Indemnification......................................................................40

SECTION 9.5.               Outside Businesses...................................................................43

SECTION 9.6.               Compensation; Fee....................................................................43

                                    ARTICLE X
                                   ACCOUNTING

SECTION 10.1.              Fiscal Year..........................................................................44

SECTION 10.2.              Certain Accounting Matters...........................................................44

SECTION 10.3.              Banking..............................................................................44

SECTION 10.4.              Withholding..........................................................................45

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

SECTION 11.1.              Amendments...........................................................................45


                                      iii


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                                TABLE OF CONTENTS
                                  (CONTINUED)

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SECTION 11.2.              Meetings of the Holders of the Securities; Action by Written Consent.................47

                                   ARTICLE XII
          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1.              Representations and Warranties of Institutional Trustee..............................49

SECTION 12.2.              Representations and Warranties of Delaware Trustee...................................49

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.1.              Notices..............................................................................50

SECTION 13.2.              Governing Law........................................................................52

SECTION 13.3.              Submission to Jurisdiction...........................................................52

SECTION 13.4.              Intention of the Parties.............................................................52

SECTION 13.5.              Headings.............................................................................52

SECTION 13.6.              Successors and Assigns...............................................................52

SECTION 13.7.              Partial Enforceability...............................................................53

SECTION 13.8.              Counterparts.........................................................................53

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                                       iv


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                                TABLE OF CONTENTS
                                  (CONTINUED)

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ANNEXES AND EXHIBITS

ANNEX I                    Terms of TP Securities and Common Securities

EXHIBIT A-1                Form of Capital Security Certificate
EXHIBIT A-2                Form of Common Security Certificate



















                                      -v-


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                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                         BRIDGE CAPITAL HOLDINGS TRUST I

                                December 21, 2004

         AMENDED AND RESTATED DECLARATION OF TRUST (this  "Declaration"),  dated
and effective as of December 21, 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,  the  Administrators and the Sponsor
established  Bridge Capital  Holdings Trust I (the "Trust"),  a statutory  trust
under the Statutory Trust Act (as defined herein),  pursuant to a Declaration of
Trust,  dated as of  December  17,  2004  (the  "Original  Declaration"),  and a
Certificate  of Trust filed with the Secretary of State of the State of Delaware
on December  17,  2004,  for the sole  purpose of issuing  and  selling  certain
securities  representing  undivided  beneficial  interests  in the assets of the
Trust and investing the proceeds  thereof in the Debentures (as defined  herein)
of the Debenture  Issuer (as defined  herein) in connection with the issuance of
the Capital Securities (as defined herein);

         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  representing
undivided  beneficial  interests  in the assets of the Trust  issued  hereunder,
subject to the  provisions of this  Declaration,  and, in  consideration  of the
mutual covenants contained herein and other good and valuable consideration, the
receipt of which is hereby  acknowledged,  the parties,  intending to be legally
bound  hereby,  amend and restate in its entirety the Original  Declaration  and
agree as follows:

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1. DEFINITIONS. Unless the context otherwise requires:

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


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

         (c) all references to "the  Declaration" or "this  Declaration"  are to
this Declaration 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  Interest" 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 Daniel P. Myers and Thomas A. Sa, 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 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-


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         "Business Day" means any day other than  Saturday,  Sunday or any other
day on which banking  institutions  in Wilmington,  Delaware or New York City or
the  city of the  Corporate  Trust  Office  are  permitted  or  required  by any
applicable 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  Securities  Purchase  Agreement" means the Capital Securities
Purchase  Agreement  dated as of December 17, 2004 among the Trust,  the Sponsor
and Alesco Preferred Funding VI, Ltd.

         "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"  means  the  date of  execution  and  delivery  of this
Declaration.

         "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 the corporate trust business of the Institutional Trustee shall, at any
particular time, be principally administered, which office shall at all times be
located in the United States and at the date of execution of this Declaration is
located at 600 Travis Street, 50th Floor, Houston, TX 77002, Attn: Institutional
Trust Services - Bridge Capital Holdings Trust I.

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


                                      -3-


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

         "Debenture  Issuer"  means  Bridge  Capital  Holdings,  a bank  holding
company incorporated in California,  in its capacity as issuer of the Debentures
under the Indenture.

         "Debenture  Trustee" means JPMorgan Chase Bank,  National  Association,
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 Junior  Subordinated  Debt Securities due March
15, 2035 to be issued by the Debenture Issuer under the Indenture.

         "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  Payment  Period"  means the period from and  including a
Distribution  Payment  Date,  or in the case of the first  Distribution  Payment
Period, the original date of issuance of the Securities,  to, but excluding, the
next  succeeding  Distribution  Payment  Date  or,  in  the  case  of  the  last
Distribution  Payment Period,  the Redemption Date,  Special  Redemption Date or
Maturity  Date (each as defined in the  Indenture),  as the case may be, for the
related Debentures.

         "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.


                                      -4-


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         "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.

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

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

         "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  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  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-


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

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

         "Notice" has the meaning set forth in Section 2.11 of the Indenture.

         "Officers'   Certificate"   means,   with  respect  to  any  Person,  a
certificate  signed by two  Authorized  Officers of 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  officer  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  officer  in  rendering  the
Officers' Certificate;

                  (c)  a  statement   that  each  such  officer  has  made  such
examination  or  investigation  as, in such officer's  opinion,  is necessary to
enable  such  officer 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 such
officer, such condition or covenant has been complied with.

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

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

         "Person" means a legal person,  including any individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  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
offering and sale of Capital Securities.

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

         "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.

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


                                      -6-


<PAGE>


         "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.

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

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

         "Relevant Trustee" has the meaning set forth in Section 4.7(a).

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

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

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

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

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

         "Securities" means the Common Securities and the Capital Securities, as
applicable.

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

         "Sponsor" means Bridge Capital Holdings, a bank holding company that is
a U.S. Person  incorporated in California,  or any successor entity in a merger,
consolidation or amalgamation  that is a U.S. Person, in its capacity as sponsor
of the Trust.

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

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

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

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

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


                                      -7-


<PAGE>


         "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.

         "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 on redemption,  liquidation or otherwise,  plus accrued and unpaid
Distributions  to the date upon which the voting  percentages are determined) of
all outstanding Securities of the relevant class.

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

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

         "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.

         "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.

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

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

                                   ARTICLE II
                                  ORGANIZATION

         SECTION 2.1.  NAME. The Trust is named "Bridge  Capital  Holdings 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
55 Almaden Blvd.,  Suite 200, San Jose,  California 95113. 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.


                                      -8-


<PAGE>


         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 to acquire the  Debentures,  (c) to  facilitate  direct  investment  in the
assets of the Trust through  issuance of the Common  Securities  and the Capital
Securities and (d) except as otherwise  limited herein,  to engage in only those
other  activities  incidental  thereto that are deemed necessary or advisable by
the  Institutional  Trustee,  including,  without  limitation,  those activities
specified in this Declaration.  The Trust shall not borrow money,  issue debt or
reinvest  proceeds  derived  from  investments,  pledge  any of its  assets,  or
otherwise  undertake (or permit to be undertaken)  any activity that would cause
the Trust not to be classified  for United States federal income tax purposes as
a grantor trust.

         SECTION  2.4.  AUTHORITY.  Except  as  specifically  provided  in  this
Declaration,  the  Institutional  Trustee  shall  have  exclusive  and  complete
authority to carry out the  purposes of the 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  2.6(g) and 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;


                                      -9-


<PAGE>


         (B) to acquire  the  Debentures  with the  proceeds  of the sale of the
Securities;  provided,  however, that the Administrators shall cause legal title
to the Debentures to be held of record in the name of the Institutional  Trustee
for the benefit of the Holders;

         (C) 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 Debenture  subscription agreement between the Trust and
the Sponsor and a Common Securities subscription agreement between the Trust and
the Sponsor;

         (D) ensuring  compliance  with the Securities Act and applicable  state
securities or blue sky laws;

         (E) 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;

         (F) 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;

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

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

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

         (J)  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;

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


                                      -10-


<PAGE>


         (L) 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;

         (M) 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;

         (N) to negotiate  the terms of, and the  execution and delivery of, the
Placement  Agreement  and the  Capital  Securities  Purchase  Agreement  related
thereto, providing for the sale of the Capital Securities;

         (O) 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;

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

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

         (R) 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;


                                      -11-


<PAGE>


         (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;

         (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  incidental  to the foregoing as the  Institutional  Trustee may from
time to time  determine is necessary or advisable to give effect to the terms of
this  Declaration and protect and conserve the Trust Property for the benefit of
the  Holders  (without  consideration  of the  effect of any such  action on any
particular Holder);

         (J) to take all action that may be  necessary  or  appropriate  for the
preservation  and the  continuation  of the  Trust's  valid  existence,  rights,
franchises  and  privileges as a statutory  trust under the laws of the State of
Delaware  to  protect  the  limited  liability  of the  Holders  of the  Capital
Securities or to enable the Trust to effect the purposes for which the Trust was
created; and

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

         (iii) The Institutional Trustee shall have the power and authority, and
is hereby  authorized,  to act on behalf of the Trust with respect to any of the
duties, liabilities,  powers or the authority of the Administrators set forth in
Section 2.6(a)(i)(E) and (F) herein but shall not have a duty to do any such act
unless specifically requested to do so in writing by the Sponsor, and shall then
be fully protected in acting pursuant to such written request;  and in the event
of a conflict  between  the action of the  Administrators  and the action of the
Institutional Trustee, the action of the Institutional Trustee shall prevail.

         (b) So long as this  Declaration  remains in effect,  the Trust (or the
Trustees or  Administrators  acting on behalf of the Trust) shall not  undertake
any business,  activities or transaction  except as expressly provided herein or
contemplated hereby. In particular,  neither the Trustees nor the Administrators
may cause the Trust to (i) acquire any  investments  or engage in any activities
not  authorized by this  Declaration,  (ii) sell,  assign,  transfer,  exchange,
mortgage,  pledge,  set-off or otherwise dispose of any of the Trust Property or
interests  therein,  including to Holders,  except as expressly provided herein,
(iii) take any  action  that  would  cause (or in the case of the  Institutional


                                      -12-


<PAGE>

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,  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):

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

         (ii) the  determination  of the  States  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 States 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 (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.


                                      -13-


<PAGE>


         (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.

         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


                                      -14-


<PAGE>

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 4.7. Such vesting
and cessation of title shall be effective whether or not conveyancing  documents
with regard to the Debentures have been executed and delivered.

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

         (c) The Institutional Trustee shall:

         (i)  establish  and maintain a segregated  non-interest  bearing  trust
account (the  "Property  Account") in the United  States (as defined in Treasury
Regulations ss.  301.7701-7),  in the name of and under the exclusive control of
the Institutional  Trustee, and maintained in the Institutional  Trustee's trust
department,  on behalf of the Holders of the Securities and, upon the receipt of
payments of funds made in respect of the  Debentures  held by the  Institutional
Trustee,  deposit such funds into the Property  Account and make payments to the
Holders of the Capital  Securities and Holders of the Common Securities from the
Property  Account in accordance with Section 5.1. Funds in the Property  Account
shall be held uninvested until disbursed in accordance with this Declaration;

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

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


                                      -15-


<PAGE>

interest,  premium, if any, or principal is otherwise payable (or in the case of
redemption, on the redemption date), 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.

         (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) and the certificate
of cancellation referenced in Section 7.1(b) has been filed; or

         (ii) a  Successor  Institutional  Trustee  has been  appointed  and has
accepted that appointment in accordance with Section 4.7.

         (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
6.8),  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.


                                      -16-


<PAGE>


         (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.

         (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 a  Responsible  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 not less than a Majority in  liquidation  amount of
the Capital Securities or the Common Securities, as applicable,  relating to the


                                      -17-


<PAGE>

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

         (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 or
willful misconduct;


                                      -18-


<PAGE>


         (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;

         (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


                                      -19-


<PAGE>

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;

         (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 with respect to an Event of Default
pursuant to Sections 5.01(a), 5.01(b) or 5.01(c) of the Indenture (other than an
Event of  Default  resulting  from the  default  in the  payment  of  Additional
Interest or premium,  if any, if the Institutional  Trustee does not have actual
knowledge or written notice that such payment is due and payable),  of which the
Institutional Trustee shall be deemed to have knowledge;

         (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.  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,  nor shall the Delaware Trustee have any of the
duties  and  responsibilities  of  any  of the  Trustees  or the  Administrators
described in this  Declaration  (except as may be required  under the  Statutory
Trust Act).  Except as set forth in Section 4.2, the Delaware Trustee shall be a
Trustee for the sole and limited  purpose of fulfilling the  requirements of ss.
3807 of the Statutory Trust Act.


                                      -20-


<PAGE>


         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  (except in the
certificate of authentication  of the  Institutional  Trustee) shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility
for their  correctness.  The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations  as to the  validity or  sufficiency  of this  Declaration,  the
Debentures or the Securities.

         SECTION 2.14.  DURATION OF TRUST. The Trust,  unless dissolved pursuant
to the provisions of Article VII hereof,  shall have  existence for  thirty-five
(35) years from the Closing 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 the
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  Capital
Securities, a trustee of the Successor Entity that possesses the same powers and
duties as the Institutional Trustee;


                                      -21-


<PAGE>


         (iii) the Capital Securities or any Successor Securities (excluding any
securities  substituted for the Common  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 Capital Securities (including any Successor
Securities) to be downgraded 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 (including any Successor Securities)
in any  material  respect  (other  than with  respect  to any  dilution  of such
Holders'  interests  in  the  Successor  Entity  as a  result  of  such  merger,
consolidation, amalgamation or replacement);

         (vi) such  Successor  Entity 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 (including any Successor Securities)
in any material respect (other than with respect to any dilution of the 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; 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 such Successor Entity
under the Successor Securities to the same extent provided by 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


                                      -22-


<PAGE>

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.

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

         (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


                                      -23-


<PAGE>


         (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; or

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

         SECTION 4.3. INSTITUTIONAL TRUSTEE; ELIGIBILITY.

         (a)  There  shall  at all  times  be one  Trustee  which  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 4.7.

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


                                      -24-


<PAGE>


         (d) The initial  Institutional  Trustee  shall be JPMorgan  Chase Bank,
National Association.

         SECTION 4.4. CERTAIN  QUALIFICATIONS OF THE DELAWARE TRUSTEE GENERALLY.
The Delaware  Trustee shall be a U.S.  Person and either a natural person who is
at least 21 years of age or a legal  entity  that shall act  through one or more
Authorized Officers.

         SECTION 4.5. 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.

         SECTION 4.6.  INITIAL  DELAWARE  TRUSTEE.  The initial Delaware Trustee
shall be Chase Manhattan Bank USA, National Association.

         SECTION 4.7.  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 4.7.

         (b)  Subject to Section  4.7(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,  except in the case of the  Delaware
Trustee's  successor  which  shall be  appointed  by Holders  of a  Majority  in
liquidation  amount  of the  Common  Securities.  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 reasonable expense and charges (the "Successor  Institutional  Trustee").
If the instrument of acceptance by the successor  Relevant  Trustee  required by
this Section 4.7 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 4.7.

         (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,


                                      -25-


<PAGE>

shall promptly appoint a successor Relevant Trustee,  and such successor Trustee
shall comply with the applicable  requirements  of this Section 4.7. 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 Trustee shall comply
with the applicable  requirements of this Section 4.7. 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 4.7 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.

         (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  (provided  the  Institutional   Trustee  satisfies  the
requirements  of a Delaware  Trustee as set forth in Section 4.2)  following the
procedures in this Section 4.7 (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


                                      -26-


<PAGE>

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 4.8.  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 4.7.

         SECTION 4.9. 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 4.7, 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 4.10. 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


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<PAGE>

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 4.11. 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  4.12.  MERGER,  CONVERSION,  CONSOLIDATION  OR  SUCCESSION  TO
BUSINESS.  Any Person  into  which the  Institutional  Trustee  or the  Delaware
Trustee,  as the case maybe, 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 4.7(i).

                                   ARTICLE V
                                  DISTRIBUTIONS

         SECTION 5.1.  DISTRIBUTIONS.  Holders  shall receive  Distributions  in
accordance  with the  applicable  terms  of the  relevant  Holder's  Securities.
Distributions  shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their  respective  terms. If and
to the extent that the Debenture  Issuer makes a payment of interest  (including
any  Additional  Interest or Deferred  Interest)  or premium,  if any, on and/or
principal on 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


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<PAGE>

Paying  Agent and, in the case of taxes  other than  withholding  tax 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 and payment thereon
shall be made Pro Rata with the Common Securities except that, where an Event of
Default  has  occurred  and is  continuing,  the rights of Holders of the Common
Securities to payment in respect of Distributions and payments upon liquidation,
redemption  and  otherwise  are  subordinated  to the  rights to  payment of the
Holders of the Capital Securities.

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


                                      -29-


<PAGE>


         (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 New York, New York, an office or agency
where the Securities may be presented for payment (the "Paying  Agent"),  and an
office or agency where  Securities may be presented for registration of transfer
or  exchange  (the  "Transfer   Agent").   The  Trustee   hereby   appoints  the
Institutional  Trustee  as Paying  Agent and  Transfer  Agent at ITS Unit  Trust
Window,  4 New York Plaza,  Ground Floor,  New York,  New York 10004,  Attn: ITS
(Houston) - Bridge Capital  Holdings Trust I. The Trust shall also keep or cause
to be kept a register for the purpose of  registering  Securities  and transfers
and  exchanges  of  Securities,  such  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
Registrar for the Capital  Securities and the Common Securities at its Corporate
Trust Office.  The Institutional  Trustee or any of its Affiliates in the United
States may act as Paying Agent, Transfer Agent or Registrar.

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

         SECTION 6.3. FORM AND DATING.

         (a) The Capital Securities 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 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.  The  Certificates 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  shall be
dated the date of its authentication. The terms and provisions of the Securities
set forth in Annex I and the forms of  Securities  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,


                                      -30-


<PAGE>

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 a stated  liquidation amount of not less than $100,000 and
multiples of $1,000 in excess thereof.

         (b) The Capital  Securities sold by the Trust to the initial purchasers
pursuant  to  the  Placement  Agreement  and  the  Capital  Securities  Purchase
Agreement  shall be issued 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) there shall be delivered to the Registrar, the
Administrators  and the Institutional  Trustee such security or indemnity as may
be  required  by them to hold 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,  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 6.4, the Registrar or the
Administrators  may require the payment of a sum  sufficient to cover any tax or
other  governmental  charge  that may be imposed in  connection  therewith.  Any
duplicate   Certificate   issued  pursuant  to  this  Section  shall  constitute
conclusive evidence of an ownership interest in the relevant  Securities,  as if
originally  issued,  whether or not the lost,  stolen or  destroyed  Certificate
shall be found at any time.

         SECTION 6.5.  TEMPORARY  SECURITIES.  Until  definitive  Securities are
ready for  delivery,  the  Administrators  may  prepare  and, in the case of the
Capital  Securities,  the Institutional  Trustee shall  authenticate,  temporary
Securities.  Temporary  Securities  shall be substantially in form of definitive
Securities but may have variations that the Administrators  consider appropriate
for temporary  Securities.  Without unreasonable delay, the Administrators shall
prepare and, in the case of the Capital  Securities,  the Institutional  Trustee
shall authenticate definitive Securities in exchange for temporary Securities.

         SECTION 6.6.  CANCELLATION.  The Administrators at any time may deliver
Securities to the Registrar for cancellation. The Registrar shall forward to the
Institutional  Trustee any  Securities  surrendered  to it for  registration  of
transfer, redemption or payment. The Institutional Trustee shall promptly cancel
all Securities surrendered for registration of transfer, payment, replacement or
cancellation  and shall dispose of such canceled  Securities in accordance  with
its  standard  procedures  or  otherwise  as  the  Administrators   direct.  The
Administrators may not issue new Securities to replace Securities that have been
paid or 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


                                      -31-


<PAGE>

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  under  Section  5.01(c) of the  Indenture,  the
Debenture  Trustee fails or the holders of not less than 25% in principal amount
of the  outstanding  Debentures  fail to  declare  the  principal  of all of the
Debentures  to be  immediately  due and payable,  the Holders of not less than a
Majority in liquidation  amount of the Capital Securities then outstanding shall
have  the  right  to  make  such  declaration  by a  notice  in  writing  to the
Institutional Trustee, the Sponsor and the Debenture Trustee.

         (c) At any time after a declaration of  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  declaration  and waive such default,  the Holders of not less
than 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 declaration and its consequences if:

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

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

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

         (C) all payments on any Debentures  that have become due otherwise than
by such declaration of 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 not less than 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 in the payment of principal of or premium,  if any, or interest
(unless such default or Event of Default has been cured and a sum  sufficient to


                                      -32-


<PAGE>

pay all matured  installments  of interest 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 6.7.

         (f) Except as  otherwise  provided in this  Section 6.7, the Holders of
not less than 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 December 21, 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


                                      -33-


<PAGE>

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  shall have been called for 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 Section 3808
of the  Statutory  Trust Act, and subject to the terms set forth in Annex I, the
Delaware  Trustee,  when notified in writing of the completion of the winding up
of the Trust in accordance  with the Statutory  Trust Act,  shall  terminate the
Trust by filing,  at the expense of the Sponsor,  a certificate of  cancellation
with the Secretary of State of the State of Delaware.

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

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

         SECTION 8.1. GENERAL.

         (a) Subject to Section 6.4 and Section 8.1(c),  when Capital Securities
are  presented  to the  Registrar  with a request to  register a transfer  or to
exchange them for an equal number of Capital Securities represented by different
Certificates,  the Registrar shall register the transfer or make the exchange if
the  requirements  provided for herein for such  transactions are met. To permit
registrations  of  transfers  and  exchanges,  the  Trust  shall  issue  and the
Institutional  Trustee shall authenticate  Capital Securities 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 Sponsor under the Indenture  that is a U.S.  Person 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


                                      -34-


<PAGE>

applicable  law, any transfer or purported  transfer of any Security not made in
accordance with this Declaration shall be null and void and will be deemed to be
of no legal effect  whatsoever and any such 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 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 require) in respect of any tax
or other  governmental  charges  that may be imposed  in  relation  to it.  Upon
surrender for  registration of transfer of any  Securities,  the Registrar shall
cause one or more new  Securities  to be  issued  in the name of the  designated
transferee or transferees. Any Security issued upon any registration of transfer
or exchange  pursuant to the terms of this  Declaration  shall evidence the same
Security and shall be entitled to the same benefits  under this  Declaration  as
the Security  surrendered upon such registration of transfer or exchange.  Every
Security  surrendered  for  registration  of transfer  shall be accompanied by a
written  instrument  of  transfer in form  satisfactory  to the  Registrar  duly
executed by the Holder or such  Holder's  attorney  duly  authorized in writing.
Each Security  surrendered for 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 receipt by such transferee of a Security.  By acceptance of a Security,
each transferee shall be deemed to have agreed to be bound by this Declaration.

         (e) Neither the Trust nor the Registrar shall be required (i) to issue,
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) The Capital Securities shall bear the Restricted  Securities Legend
(as defined below),  which shall not be removed unless there is delivered to the
Trust  such  satisfactory  evidence,  which may  include  an  opinion of counsel
reasonably  acceptable to the Administrators and the Institutional  Trustee,  as
may be  reasonably  required  by the Trust or the  Institutional  Trustee,  that
neither  the 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
Administrators,  shall  authenticate and deliver Capital  Securities that do not
bear the Restricted  Securities  Legend (other than the legend  contemplated  by
Section 8.2(d)).

         (b) When  Capital  Securities  are  presented to the  Registrar  (x) to
register  the  transfer of such  Capital  Securities,  or (y) to  exchange  such
Capital  Securities  for an equal number of Capital  Securities  represented  by


                                      -35-


<PAGE>

different  Certificates,  the Registrar  shall register the transfer or make the
exchange as requested if its reasonable  requirements  for such  transaction are
met; PROVIDED, HOWEVER, that the Capital Securities surrendered for registration
of transfer  or exchange  shall be duly  endorsed  or  accompanied  by a written
instrument of transfer in form reasonably  satisfactory  to the  Administrators,
the Institutional Trustee and the Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.

         (c) Except as permitted by Section 8.2(a),  each Capital Security shall
bear  a  legend  (the  "Restricted  Securities  Legend")  in  substantially  the
following form:

         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  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY 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) TO A "NON
U.S.  PERSON" IN AN "OFFSHORE  TRANSACTION"  PURSUANT TO  REGULATION S UNDER THE
SECURITIES ACT, (D) 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) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING  THE  SECURITY  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,  OR (E)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  DEBENTURE
ISSUER'S  AND THE  TRUST'S  RIGHT  PRIOR TO ANY  SUCH  OFFER,  SALE OR  TRANSFER
PURSUANT TO CLAUSES (D) OR (E) 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 BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS
AND  WARRANTS  THAT IT WILL NOT ENGAGE IN HEDGING  TRANSACTIONS  INVOLVING  THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.


                                      -36-


<PAGE>


         THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  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  THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTION  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 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  THEREIN  WILL  BE  DEEMED  TO HAVE
REPRESENTED  BY ITS  PURCHASE  AND HOLDING  THEREOF 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 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 THE  CERTIFICATE  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 FOR ANY PURPOSE,  INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS SECURITY,  AND SUCH PURPORTED  TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.


                                      -37-


<PAGE>


         (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.

         (e) Each party hereto  understands  and hereby  agrees that the Initial
Purchaser is intended  solely to be an interim holder of the Capital  Securities
and is purchasing such securities to facilitate consummation of the transactions
contemplated herein and in the documents  ancillary hereto.  Notwithstanding any
provision in this Declaration to the contrary,  the Initial Purchaser shall have
the right upon notice (a "Transfer Notice") to the Institutional Trustee and the
Sponsor to transfer title in and to the Capital Securities; provided the Initial
Purchaser  shall take  reasonable  steps to ensure that such  transfer is exempt
from  registration  under the  Securities  Act of 1933,  as  amended,  and rules
promulgated  thereunder.  Any Transfer  Notice  delivered  to the  Institutional
Trustee and Sponsor  pursuant  to the  preceding  sentence  shall  indicate  the
aggregate  liquidation amount of Capital Securities being transferred,  the name
and address of the transferee  thereof (the  "Transferee")  and the date of such
transfer. Notwithstanding any provision in this Declaration to the contrary, the
transfer by the  Initial  Purchaser  of title in and to the  Capital  Securities
pursuant to a Transfer Notice shall not be subject to any  requirement  relating
to  Opinions  of  Counsel,  Certificates  of  Transfer  or any other  Opinion or
Certificate   applicable   to  transfers   hereunder  and  relating  to  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  Certificate  shall be  registered on the books and
records  of  the  Trust  as the  sole  holder  of  such  Certificate  and of the
Securities   represented   by  such   Certificate   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
Certificate or in the Securities  represented by such Certificate on the part of
any 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.

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

         SECTION 9.1. LIABILITY.

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

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


                                      -38-


<PAGE>


         (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) Except to the extent  provided in Section  9.1(b),  and pursuant to
ss. 3803(a) of the Statutory  Trust Act, the Holders of the Securities  shall be
entitled to the same limitation of personal  liability  extended to stockholders
of private  corporations for profit organized under the General  Corporation Law
of the State of Delaware, except as otherwise specifically set forth herein.

         SECTION 9.2. EXCULPATION.

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

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

         SECTION 9.3. FIDUCIARY DUTY.

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

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


                                      -39-


<PAGE>


         (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.

                           (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.


                                      -40-


<PAGE>


                           (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.

                           (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


                                      -41-


<PAGE>

                  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.

                  (c) The  indemnification  and advancement of expenses provided
by, or granted  pursuant to, the other  paragraphs of this Section 9.4 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 9.4 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  9.4 is in  effect.  Any  repeal  or
modification of this Section 9.4 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 9.4.

                  (e) For  purposes  of this  Section  9.4,  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 9.4 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.


                                      -42-


<PAGE>


                  (f) The  indemnification  and advancement of expenses provided
by, or granted pursuant to, this Section 9.4 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  9.4 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 9.4 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.

         (h) This Section 9.4 specifically  supercedes and replaces Section 4 of
the Original Declaration.

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

         SECTION 9.6. COMPENSATION; FEE.

         (a) Subject to the  provisions  set forth in the Fee Agreement  between
the  Institutional  Trustee,  Cohen Bros. & Company and the Company of even date
herewith, 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 the
Trustees upon request for all reasonable, documented expenses, disbursements and


                                      -43-


<PAGE>

advances  incurred or made by the Trustees in  accordance  with any provision of
this  Declaration  (including the reasonable  compensation  and the expenses and
disbursements of their respective agents and counsel),  except any such expense,
disbursement or advance attributable to their negligence or willful misconduct.

         (b) The provisions of this Section 9.6 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 ss.  301.7701-7,
full books of account, records and supporting documents,  which shall reflect in
reasonable  detail each  transaction of the Trust. The books of account shall be
maintained on the accrual  method of  accounting,  in accordance  with generally
accepted accounting principles, consistently applied.

         (b) The  Administrators  shall either (i) cause each Form 10-K and Form
10-Q prepared by the Sponsor and filed with the  Commission  in accordance  with
the Exchange Act to be  delivered to each Holder of  Securities,  within 90 days
after the  filing of each Form 10-K and  within 30 days after the filing of each
Form 10-Q or (ii) cause to be prepared at the  principal  office of the Trust in
the  United  States,  as  defined  for  purposes  of  Treasury  Regulations  ss.
301.7701-7,  and delivered to each of the Holders of Securities,  within 90 days
after the end of each Fiscal Year of the Trust,  annual financial  statements of
the Trust,  including a balance  sheet of the Trust as of the end of such Fiscal
Year, and the related statements of income or loss.

         (c) The Administrators shall cause to be duly prepared and delivered to
each of the Holders of  Securities  Form 1099 or such other annual United States
federal income tax information  statement required by the Code,  containing such
information  with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations.  Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrators shall endeavor
to deliver all such statements  within 30 days after the end of each Fiscal Year
of the Trust.

         (d) The  Administrators  shall cause to be duly  prepared in the United
States,  as defined for purposes of Treasury  Regulations  ss.  301.7701-7,  and
filed an annual United States  federal  income tax return on a Form 1041 or such
other form  required  by United  States  federal  income tax law,  and any other
annual income tax returns required to be filed by the  Administrators  on behalf
of the Trust with any state or local taxing authority.

         (e) The administrators will cause the Sponsor's report  _______________
to be delivered to the Holder  promptly  following their filing with the Federal
Reserve.


                                      -44-


<PAGE>


         SECTION  10.3.  BANKING.  The  Trust  shall  maintain  one or more bank
accounts in the United States,  as defined for purposes of Treasury  Regulations
ss.  301.7701-7,  in the name and for the sole  benefit of the Trust;  PROVIDED,
HOWEVER,  that all  payments of funds in respect of the  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. As a condition to the payment
of any principal of or interest on any Debt Security  without the  imposition of
withholding tax, the Institutional Trustee or any Paying Agent shall require the
previous  delivery of properly  completed  and signed  applicable  U.S.  federal
income tax certifications  (generally,  an Internal Revenue Service Form W-9 (or
applicable  successor  form) in the case of a person  that is a  "United  States
person"  within the  meaning of Section  7701(a)(30)  of the Code or an Internal
Revenue Service Form W-8 (or applicable  successor form) in the case of a person
that is not a "United States  person" within the meaning of Section  7701(a)(30)
of the  Code)  and  any  other  certification  acceptable  to it to  enable  the
Institutional  Trustee or any Paying  Agent and the Trustee to  determine  their
respective  duties and  liabilities  with respect to any taxes or other  charges
that they may be  required  to pay,  deduct or  withhold in respect of such Debt
Security or the holder of such Debt Security  under any present or future law or
regulation of the United States or any political  subdivision  thereof or taxing
authority  therein or to comply with any reporting or other  requirements  under
any such law or regulation.  The  Administrators  shall file required forms with
applicable  jurisdictions  and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Institutional Trustee or any
Paying Agent is required to withhold  and pay over any amounts to any  authority
with respect to distributions or allocations to any Holder,  the amount withheld
shall  be  deemed  to be a  Distribution  to the  Holder  in the  amount  of the
withholding.  In the  event of any  claimed  overwithholding,  Holders  shall be
limited to an action against the applicable jurisdiction. If the amount required
to  be  withheld  was  not  withheld  from  actual   Distributions   made,   the
Institutional Trustee or any Paying Agent may reduce subsequent Distributions by
the amount of such withholding.

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

         SECTION 11.1. AMENDMENTS.

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

         (i) the Institutional Trustee,

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


                                      -45-


<PAGE>


         (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

         (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"  for
purposes of the capital  adequacy  guidelines of (x) the Federal Reserve (or, if
the Debenture Issuer is not a bank holding company,  such guidelines or policies
applied to the Debenture  Issuer as if the Debenture Issuer were subject to such
guidelines  of  policies)  or of  (y)  any  other  regulatory  authority  having
jurisdiction over the Debenture Issuer.

         (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


                                      -46-


<PAGE>

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 such payment
on or after such date.

         (e)  Sections  9.1(b)  and 9.1(c)  and this  Section  11.1 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) Subject to Section 11.1(a),  this Declaration may be amended by the
Institutional  Trustee and the Holder of a Majority in liquidation amount 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) which amendment does not have a material adverse
effect on the rights, preferences or privileges of the Holders of Securities;

PROVIDED,  HOWEVER, that no such modification,  elimination or addition referred
to in clauses  (i),  (ii),  (iii) or (iv)  shall  adversely  affect the  powers,
preferences or rights 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 any class of Securities may be called at
any time by the  Administrators  (or as provided in the terms of the Securities)
to consider and act on any matter on which  Holders of such class of  Securities
are  entitled  to act  under  the  terms of this  Declaration,  the terms of the
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 class if directed to do so by the Holders of not
less than 10% in liquidation amount of such class of Securities.  Such direction
shall be given by  delivering  to the  Administrators  one or more  notices in a


                                      -47-


<PAGE>

writing  stating  that the  signing  Holders  of the  Securities  wish to call a
meeting and indicating the general or specific  purpose for which the meeting is
to be called.  Any Holders of the 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 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; and

         (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 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


                                      -48-


<PAGE>

matter is to be voted on by any  Holders of the  Securities,  waiver of any such
notice, action by consent without a meeting, the establishment of a record date,
quorum  requirements,  voting in person  or by proxy or any  other  matter  with
respect to the exercise of any such right to vote; PROVIDED,  HOWEVER, that each
meeting  shall be  conducted  in the  United  States (as that term is defined in
Treasury Regulations ss. 301.7701-7).

                                  ARTICLE XII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

         SECTION 12.1.  REPRESENTATIONS AND WARRANTIES OF INSTITUTIONAL TRUSTEE.
The Trustee that acts as initial  Institutional  Trustee represents and warrants
to the  Trust  and to the  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 New York 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.  This Declaration has been duly executed
and delivered by the  Institutional  Trustee,  and under Delaware law (excluding
any securities laws)  constitutes a legal,  valid and binding  obligation of the
Institutional  Trustee,  enforceable  against it in  accordance  with its terms,
subject to applicable  bankruptcy,  reorganization,  moratorium,  insolvency and
other  similar  laws  affecting  creditors'  rights  generally  and  to  general
principles  of equity and the  discretion  of the court  (regardless  of whether
considered in a proceeding in equity or at law);

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

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


                                      -49-


<PAGE>


         SECTION 12.2.  REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.  The
Trustee that acts as initial  Delaware  Trustee  represents  and warrants to the
Trust and to the  Sponsor at the date of this  Declaration,  and each  Successor
Delaware  Trustee  represents  and  warrants to the Trust and the Sponsor at the
time of the  Successor  Delaware  Trustee's  acceptance  of its  appointment  as
Delaware Trustee that:

         (a) if it is  not a  natural  person,  the  Delaware  Trustee  is  duly
organized and has its principal place of business in 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.  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 articles of association 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)  if  the  Delaware  Trustee  is a  natural  person,  he or she is a
resident of the State of Delaware.

                                  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):


                                      -50-


<PAGE>


                           Bridge Capital Holdings Trust I
                           c/o Bridge Capital Holdings
                           55 Almaden Blvd., Suite 200
                           San Jose, California 95113
                           Attention: Thomas A. Sa
                           Telecopy: (408) 282-1670
                           Telephone: (408) 423-8500

         (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):

                           Chase Manhattan Bank USA, National Association
                           500 Stanton Christiana Rd., FL3/OPS4
                           Newark, DE 19713
                           Attn: Institutional Trust Services
                           Telecopy: 302-552-6280
                           Telephone: 302-552-6279

         (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):

                           JPMorgan Chase Bank, National Association
                           600 Travis Street, 50th Floor
                           Houston, TX 77002
                           Attention:  Institutional Trust Services
                           Bridge Capital Holdings Trust I
                           Telecopy: 713-216-2101
                           Telephone: 713-216-4781

         (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):

                           Bridge Capital Holdings
                           55 Almaden Blvd., Suite 200
                           San Jose, California 95113
                           Attention: Thomas A. Sa
                           Telecopy: (408) 282-1670
                           Telephone: (408) 423-8500

         (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


                                      -51-


<PAGE>

notice or other  document  shall be deemed to have been delivered on the date of
such refusal or inability to deliver.

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

         SECTION 13.3. SUBMISSION TO JURISDICTION.

         (a)  Each of the  parties  hereto  agrees  that  any  suit,  action  or
proceeding  arising out of or based upon this  Declaration,  or the transactions
contemplated  hereby, may be instituted in any of the courts of the State of New
York  located  in the  Borough  of  Manhattan,  City and State of New York,  and
further  agrees to submit to the  jurisdiction  of Delaware,  and to any actions
that are  instituted in state or Federal court in  Wilmington,  Delaware and 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.


                                      -52-


<PAGE>


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

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



















                                      -53-


<PAGE>



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

                              CHASE MANHATTAN BANK USA,
                              NATIONAL ASSOCIATION,
                                 as Delaware Trustee


                              By:
                                 -----------------------------------------------
                                  Name:
                                       -----------------------------------------

                                  Title:
                                        ----------------------------------------

                              JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
                                 as Institutional Trustee


                              By:
                                 -----------------------------------------------
                                  Name:
                                       -----------------------------------------

                                  Title:
                                        ----------------------------------------

                              BRIDGE CAPITAL HOLDINGS,
                                  as Sponsor


                              By:
                                 -----------------------------------------------
                                  Name:
                                       -----------------------------------------

                                  Title:
                                        ----------------------------------------


                              By:
                                 -----------------------------------------------
                                  Administrator


                              By:
                                 -----------------------------------------------
                                  Administrator


                                      -54-


<PAGE>


                                     ANNEX I

                                    TERMS OF
                             CAPITAL SECURITIES AND
                                COMMON SECURITIES

         Pursuant  to Section 6.1 of the Amended  and  Restated  Declaration  of
Trust,  dated  as of  December  21,  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 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.  12,000  Capital  Securities of Bridge Capital
Holdings Trust I (the "Trust"), with an aggregate stated liquidation amount with
respect to the assets of the Trust of Twelve Million Dollars ($12,000,000) and a
stated  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  "TP  Securities"  (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.  372 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 stated  liquidation  amount with respect to the assets of the Trust
of Three Hundred Seveny Two Thousand Dollars ($372,000) and a stated 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 fixed
rate of 5.90% (the "Fixed  Rate") per annum from  December  21, 2004 until March
15, 2010 (the "Fixed Ate Period") and thereafter at a variable per annum rate of
interest,  reset  quarterly,   equal  to  LIBOR,  as  determined  on  the  LIBOR
Determination Date for such Distribution Payment Period, plus 1.98% (the "Coupon
Rate")  of the  stated  liquidation  amount of $1,000  per  Security  (provided,
however, that the Coupon Rate for any Distribution Payment Period may not exceed
the  highest  rate  permitted  by New York law,  as the same may be  modified by
United States law of general applicability),  such Coupon Rate being the rate of
interest  payable on the  Debentures  to be held by the  Institutional  Trustee.
Except as set forth below in respect of an Extension  Period,  Distributions  in
arrears for more than one quarterly period will bear interest thereon compounded
quarterly at the applicable  Coupon Rate for each such quarterly  period (to the
extent  permitted by applicable  law). The term  "Distributions"  as used herein
includes  cash  distributions,   any  such  compounded   distributions  and  any
Additional  Interest  payable  on the  Debentures  unless  otherwise  stated.  A


                                     A-I-1


<PAGE>

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.  During the Fixed Rate Period, the amount of Distributions payable for
any  Distribution  Payment  Period  will  be  computed  for any  full  quarterly
Distribution  Payment  Period on the basis of a  360-day  year of twelve  30-day
months and the amount  payable for any partial  period  shall be computed on the
basis of the number of days elapsed in a 360-day year of twelve  30-day  months.
Upon expiration of the Fixed Rate Period,  distributions will be computed on the
basis of a 360-day  year and the actual  number of days  elapsed in the relevant
Distribution period;  provided,  however,  that upon the occurrence of a Special
Event  redemption  pursuant to paragraph 4(a) below the amounts payable pursuant
to this  Declaration  shall be  calculated  as set  forth in the  definition  of
Special Redemption Price.

         (b) Upon expiration of the Fixed Rate Period, LIBOR shall be determined
by the Calculation Agent 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 March 15, June 15,
September 15 and December 15 (or, with respect to the first Distribution Payment
Period, on December 17, 2004), (each such day, a "LIBOR Determination Date") for
such Distribution  Payment Period),  the Calculation Agent shall obtain the rate
for three-month  U.S. Dollar deposits in Europe,  which appears on Telerate Page
3750 (as defined in the International  Swaps and Derivatives  Association,  Inc.
2000 Interest Rate and Currency Exchange  Definitions) or such other page as may
replace such Telerate Page 3750 on the Moneyline Telerate, Inc. service (or such
other  service  or  services  as  may  be  nominated  by  the  British  Banker's
Association  as the  information  vendor for the  purpose of  displaying  London
interbank  offered rates for U.S.  dollar  deposits),  as of 11:00 a.m.  (London
time) on such LIBOR  Determination Date, and the rate so obtained shall be LIBOR
for such Distribution Payment Period. "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 the same LIBOR
Determination  Date, the corrected rate as so substituted will be the applicable
LIBOR for that Distribution Payment Period.

         (2) If, on any LIBOR  Determination  Date, such rate does not appear on
Telerate  Page 3750 or such other page as may replace such Telerate Page 3750 on
the Moneyline  Telerate,  Inc. service (or such other service or services as may
be nominated by the British Banker's  Association as the information  vendor for
the  purpose  of  displaying  London  interbank  offered  rates for U.S.  dollar
deposits),  the  Calculation  Agent shall  determine the arithmetic  mean of the
offered quotations of the Reference Banks (as defined below) to leading banks in


                                     A-I-2


<PAGE>

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  the  LIBOR
Determination  Date made by the Calculation Agent to the Reference Banks. If, on
any LIBOR  Determination  Date, at least two of the Reference Banks provide such
quotations, LIBOR shall equal the arithmetic mean of such quotations. If, on any
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 the relevant LIBOR  Determination Date
for  three-month  U.S.  Dollar  deposits in Europe at  approximately  11:00 a.m.
(London  time) (in an  amount  determined  by the  Calculation  Agent).  As used
herein,  "Reference Banks" means four major banks in the London Interbank market
selected by the Calculation Agent.

         (3) If the  Calculation  Agent is required but is unable to determine a
rate in accordance with at least one of the procedures provided above, LIBOR for
the  applicable  Distribution  Payment  Period  shall be LIBOR in effect for the
immediately preceding Distribution Payment 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 in effect for the related  Distribution  Payment  Period.  The  Calculation
Agent  shall,  upon the  request of the Holder of any  Securities,  provide  the
Coupon Rate then in effect.  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 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 payment periods as described herein,  quarterly in arrears on March
15, June 15,  September  15 and December 15 of each year,  commencing  March 15,
2005 (each,  a  "Distribution  Payment  Date").  Subject to prior  submission of
Notice (as defined in the Indenture),  the Debenture  Issuer has the right under
the Indenture to defer  payments of interest on the  Debentures by extending the
interest  distribution period for up to 20 consecutive  quarterly periods (each,
an  "Extension  Period")  at any time and from  time to time on the  Debentures,
subject to the conditions  described  below,  during which  Extension  Period no
interest shall be due and payable  (except any  Additional  Interest that may be
due and payable).  During any Extension Period, interest will continue to accrue


                                     A-I-3


<PAGE>

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 in effect  for each 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
law. No  Extension  Period may end on a date other than a  Distribution  Payment
Date. At the end of any such Extension  Period,  the Debenture  Issuer shall pay
all  Deferred  Interest  then  accrued and unpaid on the  Debentures;  PROVIDED,
HOWEVER,  that no  Extension  Period may extend  beyond the Maturity  Date;  and
PROVIDED,  FURTHER, that, during any such 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 or (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 PARI PASSU in all respects with or junior in interest
to the  Debentures  or (iii)  make  any  payment  under  any  guarantees  of the
Debenture Issuer that rank in all respects PARI PASSU with or junior in interest
to the Guarantee (other than (a) repurchases,  redemptions or other acquisitions
of shares of capital  stock of the Debenture  Issuer (A) in connection  with any
employment  contract,  benefit plan or other similar arrangement with or for the
benefit of one or more employees,  officers,  directors or  consultants,  (B) in
connection with a dividend  reinvestment  or stockholder  stock purchase plan or
(C) in connection with the issuance of capital stock of the Debenture Issuer (or
securities   convertible  into  or  exercisable  for  such  capital  stock),  as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of any exchange, reclassification, combination
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 to such stock).  Prior to the termination of any
Extension Period, the Debenture Issuer may further extend such period; PROVIDED,
that  such  period  together  with all such  previous  and  further  consecutive
extensions thereof shall not exceed 20 consecutive  quarterly periods, or extend
beyond the Maturity Date. 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 foregoing requirements. No interest or Deferred
Interest 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. If Distributions are deferred, the Distributions
due shall be paid on the date that the related Extension Period terminates,  or,
if such date is not a Distribution  Payment Date, on the  immediately  following
Distribution  Payment Date,  to Holders of the  Securities as they appear on the
books and records of the Trust on the record  date  immediately  preceding  such
date.  Distributions  on the Securities must be paid on the dates payable (after
giving  effect to any  Extension  Period) to the extent that the Trust has funds


                                     A-I-4


<PAGE>

legally available for the payment of such  distributions in the Property Account
of the Trust. The Trust's funds available for Distribution 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  will be payable to the  Holders
thereof as they appear on the books and records of the Registrar on the relevant
record dates. The relevant record dates shall be selected by the Administrators,
which dates  shall be 15 days before the  relevant  Distribution  Payment  Date.
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 relevant  record  date,  and such
defaulted  Distribution will instead be payable to the Person in whose name such
Securities  are  registered on the special  record date or other  specified date
determined in accordance  with the  Indenture.  Notwithstanding  anything to the
contrary  contained herein, if any Distribution  Payment Date, other than on the
Maturity Date, any Redemption Date or the Special  Redemption  Date,  falls on a
day that is not a Business Day, then any 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.  If the Maturity  Date,  any Redemption
Date or the Special  Redemption  Date falls on a day that is not a Business Day,
then the principal,  premium, if any, and/or Distributions  payable on such date
will  be  paid  on  the  next   succeeding   Business  Day,  and  no  additional
Distributions  will  accrue  in  respect  of such  payment  made  on  such  next
succeeding Business Day.

         (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.

         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")  other than in connection with a redemption of
the Debentures, the Holders of the Securities will be entitled to receive out of
the assets of the Trust 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),  distributions equal to the aggregate of the
stated  liquidation  amount of $1,000  per  Security  plus  accrued  and  unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless in connection with such Liquidation, the Debentures in an
aggregate  stated  principal  amount equal to the aggregate  stated  liquidation
amount of such  Securities,  with an interest  rate equal to the Coupon Rate of,
and bearing  accrued and unpaid  interest in an amount  equal to the accrued and
unpaid  Distributions  on, and having the same record date as, 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 to, upon receipt of an opinion of  nationally  recognized  tax
counsel  that  Holders  will not  recognize  any gain or loss for United  States


                                     A-I-5


<PAGE>

federal income tax purposes as a result of the distribution Debentures, dissolve
the Trust (including  without  limitation upon the occurrence of a Tax Event, an
Investment  Company Event or a Capital Treatment Event),  subject to the receipt
by the Debenture  Issuer of prior approval from any regulatory  authority having
jurisdiction  over the Sponsor that is primarily  responsible for regulating the
activities  of the Sponsor if such approval is then  required  under  applicable
capital  guidelines  or  policies  of  such  regulatory  authority,  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 stated liquidation amount thereof.

         The Trust  shall  dissolve  on the first to occur of (i)  December  21,
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 to the Holders of the Securities of the  Debentures,  upon exercise
of the  right of the  Holder  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 the  Sponsor  or the Trust,  or (vi) when all of the  Securities
shall have been called for redemption  and the amounts  necessary for redemption
thereof shall have been paid to the Holders in accordance  with the terms of the
Securities.  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.

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

         If, upon any such Liquidation, 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 such Capital  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,  the  Capital  Securities  shall have a  preference  over the Common
Securities with regard to such distributions.


                                     A-I-6


<PAGE>


         Upon any such  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 dissolution
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  stated  liquidation
amount of, with an interest  rate  identical  to the  distribution  rate of, and
bearing  accrued and unpaid  interest equal to accrued and unpaid  distributions
on, the 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 of interest or  principal  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  under the Capital  Securities or the
Common Securities, as applicable,  shall cease, except the right of such Holders
to  receive   Debentures  upon  surrender  of  certificates   representing  such
Securities.

         4. REDEMPTION AND DISTRIBUTION.

         (a) The Debentures will mature on March 15, 2035. The Debentures may be
redeemed by the Debenture Issuer, in whole or in part, on any March 15, June 15,
September 15 or December 15 on or after March 15, 2010 at the Redemption  Price,
upon  not  less  than 30 nor  more  than 60  days'  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 in whole or 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' 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  is  subject  to the
Debenture  Issuer having  received prior approval from any regulatory  authority
having jurisdiction over the Debenture Issuer, if such approval is then required
under applicable capital guidelines or policies of such regulatory authority.

         "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


                                     A-I-7


<PAGE>

States  federal  income tax with  respect to income  received  or accrued on the
Debentures;  (ii) 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 more than a de  minimis  amount of other  taxes  (including
withholding taxes), duties, assessments or other governmental charges.

         "Investment  Company  Event" means the receipt by the Debenture  Issuer
and the Trust of an opinion of counsel experienced in such matters to the effect
that,  as a  result  of a change  in law or  regulation  or  written  change  in
interpretation  or  application  of law or regulation by any  legislative  body,
court,  governmental  agency  or  regulatory  authority,  there is more  than an
insubstantial  risk  that the  Trust is or,  within  90 days of the date of such
opinion  will be,  considered  an  "investment  company"  that is required to be
registered under the Investment  Company Act, which change or prospective 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 any applicable  regulatory authority for the Debenture
Issuer or (b) 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,  within 90 days of the  receipt of such  opinion,  the
aggregate  Liquidation  Amount of the Capital Securities will not be eligible to
be treated by the Debenture  Issuer as "Tier 1 Capital" (or the then  equivalent
thereof) for purposes of the capital adequacy  guidelines of the Federal Reserve
(or any successor  regulatory authority with jurisdiction over bank or financial
holding companies), as then in effect and applicable to the Debenture Issuer (or
if the Debenture Issuer is not a bank holding company,  such guidelines  applied
to the  Debenture  Issuer  as if the  Debenture  Issuer  were  subject  to  such
guidelines);  provided,  however,  that the inability of the Debenture Issuer to
treat all or any  portion of the  aggregate  Liquidation  Amount of the  Capital
Securities  as Tier 1  Capital  shall  not  constitute  the  basis for a Capital
Treatment  Event,  if such  inability  results from the Debenture  Issuer having
cumulative preferred stock, minority interests in consolidated subsidiaries,  or
any other class of security  or  interest  which the Federal  Reserve or OTS, as
applicable,  may now or hereafter  accord Tier 1 Capital  treatment in excess of
the amount  which may now or hereafter  qualify for  treatment as Tier 1 Capital
under applicable capital adequacy guidelines;  provided further,  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.

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


                                     A-I-8


<PAGE>


         "Special Redemption Price" means, with respect to the redemption of any
Debt Security  following a Special Event, an amount in cash equal to 103.525% of
the principal  amount of Debt  Securities to be redeemed prior to March 15, 2006
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:

           SPECIAL REDEMPTION DURING THE
         12-MONTH PERIOD BEGINNING MARCH 15       PERCENTAGE OF PRINCIPAL AMOUNT
         ----------------------------------       ------------------------------

                        2006                                 103.140%
                        2007                                 102.355%
                        2008                                 101.570%
                        2009                                 100.785%
                2010 and thereafter                          100.000%

         "Redemption  Date" means the date fixed for the  redemption  of Capital
Securities, which shall be any March 15, June 15, September 15 or December 15 on
or after March 15, 2010.

         "Redemption Price" means 100% of the principal amount of the Debentures
being  redeemed  plus  accrued  and unpaid  interest on such  Debentures  to the
Redemption Date.

         (b) Upon the repayment in full at maturity or redemption in whole or in
part of the Debentures  (other than following the distribution of the Debentures
to the Holders of the  Securities),  the proceeds from such repayment or payment
shall  concurrently  be applied to redeem Pro Rata at the applicable  Redemption
Price,  Securities having an aggregate liquidation amount equal to the aggregate
principal  amount of the  Debentures so repaid or redeemed;  PROVIDED,  HOWEVER,
that holders of such Securities shall be given not less than 30 nor more than 60
days' notice of such  redemption  (other than at the  scheduled  maturity of the
Debentures).

         (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 quarterly  Distribution  periods  terminating on or
before the date of redemption.

         (e) Redemption or Distribution Procedures.

         (i)  Notice of any  redemption  of, or  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 fixed for
redemption or exchange  thereof which, in the case of a redemption,  will be the
date fixed for 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


                                     A-I-9


<PAGE>

deemed to be given on the day such notice is first mailed by  first-class  mail,
postage  prepaid,  to Holders of such Securities.  Each  Redemption/Distribution
Notice shall be addressed  to the Holders of such  Securities  at the address of
each such Holder appearing on the books and records of the Registrar.  No defect
in the Redemption/Distribution  Notice or in the mailing thereof with respect to
any Holder shall affect the validity of the  redemption or exchange  proceedings
with respect to any other Holder.

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

         (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  as set out in this  Section 4 (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, with respect to Book-Entry Capital
Securities,  on the Redemption Date, irrevocably deposit with the Depositary for
such Book-Entry Capital  Securities,  to the extent available  therefore,  funds
sufficient to pay the relevant  Redemption  Price and will give such  Depositary
irrevocable instructions and authority to pay the Redemption Price to the Owners
of the  Capital  Securities.  With  respect to Capital  Securities  that are not
Book-Entry Capital Securities, the Institutional Trustee will pay, to the extent
available  therefore,  the  relevant  Redemption  Price 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   redemption   date.   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 called for
redemption and all rights of Holders of such Securities so called for redemption
will cease,  except the right of the Holders of such  Securities  to receive the
applicable  Redemption  Price  specified in Section  4(a). If any date fixed for
redemption  of  Securities  is not a  Business  Day,  then  payment  of any such
Redemption  Price payable on such date will be made on the next  succeeding  day
that is a  Business  Day except  that,  if such  Business  Day falls in the next
calendar year, such payment will be made on the immediately  preceding  Business
Day,  in each case with the same  force and effect as if made on such date fixed
for redemption.  If payment of the Redemption Price in respect of any Securities
is  improperly  withheld  or refused  and not paid either by the Trust or by the
Debenture Issuer as guarantor  pursuant to the Guarantee,  Distributions on such
Securities will continue to accrue at the then applicable rate from the original
redemption date to the actual date of payment,  in which case the actual payment
date  will  be  considered  the  date  fixed  for  redemption  for  purposes  of
calculating the Redemption  Price. 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


                                     A-I-10


<PAGE>

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 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 anytime and from time
to time purchase outstanding Capital Securities by tender, in the open market or
by private agreement.

         5. VOTING RIGHTS - CAPITAL SECURITIES.

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

         (b)  Subject to the  requirements  of  obtaining  a tax  opinion by the
Institutional Trustee in certain circumstances set forth in the last sentence of
this paragraph,  the Holders of a Majority in liquidation  amount of the Capital
Securities,  voting  separately  as a class,  have the right to direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies
available  under the Indenture as the holder of the  Debentures,  (ii) waive any
past default that is waivable under the  Indenture,  (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and  payable  or (iv)  consent 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


                                     A-I-11


<PAGE>

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, on or principal is payable (or in the case of redemption,  the
redemption date), then a Holder of record 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) or (iii)  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.

         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,  the  Institutional  Trustee may
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 the consent of 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 such Securities  outstanding which the relevant Super Majority  represents of
the aggregate principal amount of the Debentures outstanding.  The Institutional
Trustee shall not take any such action in accordance with the written directions
of the Holders of the Securities unless the  Institutional  Trustee has obtained
an opinion of tax counsel to the effect that,  as a result of such  action,  the
Trust will not be  classified  as other than a grantor  trust for United  States
federal income tax purposes.

         A waiver of an Indenture  Event of Default will  constitute a waiver of
the corresponding Event of Default hereunder. Any required approval or direction
of  Holders of the  Capital  Securities  may be given at a  separate  meeting of
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 record 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.


                                     A-I-12


<PAGE>


         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 Holders of the Common  Securities  are 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 Holders of a Majority in liquidation amount
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 a declaration that the principal of all the Debentures
shall be due and payable,  provided,  however,  that,  where a consent or action
under the Indenture would require a Super Majority,  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 Common
Securities  which  the  relevant  Super  Majority  represents  of the  aggregate
principal  amount of the Debentures  outstanding.  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  any  Holder  of the  Common  Securities  may


                                     A-I-13


<PAGE>

institute  a legal  proceeding  directly  against  any  Person  to  enforce  the
Institutional Trustee's rights under the Declaration,  without first instituting
a legal proceeding against the Institutional Trustee or any other Person.

         Any approval or direction  of Holders 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  Holders of the Common  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 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  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  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.

         (a)  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 not less than 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 the
affected  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 a
Majority in liquidation amount of such class of Securities.

         (b) 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.


                                     A-I-14


<PAGE>


         (c) 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.

         (d) Notwithstanding any provision of the Declaration,  the right of any
Holder of the Capital  Securities to receive payment of distributions  and other
payments upon redemption 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 Redemption Price or Special  Redemption Price of, any Common
Security,  and no other payment on account of  redemption,  liquidation or other
acquisition of Common  Securities,  shall be made unless payment in full in cash
of  all  accumulated  and  unpaid   Distributions  on  all  outstanding  Capital
Securities for all distribution  periods  terminating on or prior thereto, or in
the case of payment of the Redemption Price or Special Redemption Price the full
amount  of  such  Redemption  Price  or  the  Special  Redemption  Price  on all
outstanding Capital Securities then called for redemption,  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 all
Distributions  on, or the Redemption  Price or the Special  Redemption Price of,
the Capital Securities then due and payable.

         10.  ACCEPTANCE OF GUARANTEE AND INDENTURE.  Each Holder of the Capital
Securities  and the Common  Securities,  by the  acceptance of such  Securities,
agrees  to  the  provisions  of  the  Guarantee,   including  the  subordination
provisions therein and to the provisions of the Indenture.


                                     A-I-15


<PAGE>


         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-16


<PAGE>


                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY 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) TO A "NON
U.S.  PERSON" IN AN "OFFSHORE  TRANSACTION"  PURSUANT TO  REGULATION S UNDER THE
SECURITIES ACT, (D) 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) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING  THE  SECURITY  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,  OR (E)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  DEBENTURE
ISSUER'S  AND THE  TRUST'S  RIGHT  PRIOR TO ANY  SUCH  OFFER,  SALE OR  TRANSFER
PURSUANT TO CLAUSES (D) OR (E) 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 BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS
AND  WARRANTS  THAT IT WILL NOT ENGAGE IN HEDGING  TRANSACTIONS  INVOLVING  THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

         THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL


                                     A-1-1


<PAGE>

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  THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTION  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 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  THEREIN  WILL  BE  DEEMED  TO HAVE
REPRESENTED  BY ITS  PURCHASE  AND HOLDING  THEREOF 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 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 THE  CERTIFICATE  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 FOR ANY PURPOSE,  INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS SECURITY,  AND SUCH PURPORTED  TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.


                                     A-1-2


<PAGE>


Certificate Number  [P-001]              Number of Capital Securities:  12,000

                    Certificate Evidencing Capital Securities

                                       of

                         Bridge Capital Holdings Trust I

                                  TP Securities

                (liquidation amount $1,000 per Capital Security)

         Bridge Capital  Holdings  Trust I, a statutory  trust created under the
laws of the State of Delaware (the "Trust"),  hereby certifies that Sigler & Co.
(the  "Holder"),  is the registered  owner of 12,000  capital  securities of the
Trust representing  undivided  beneficial  interests in the assets of the Trust,
designated the TP Securities  (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 December 21, 2004,
among Daniel P. Myers and Thomas A. Sa, as Administrators,  Chase Manhattan Bank
USA, National  Association,  as Delaware Trustee,  JPMorgan Chase Bank, National
Association,  as Institutional Trustee, Bridge Capital Holdings, 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  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 Security,  the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

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

         This  Capital  Security  is  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-1-3


<PAGE>


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

                                     BRIDGE CAPITAL HOLDINGS TRUST I


                                     By:
                                        ----------------------------------------

                                         Name:
                                              ----------------------------------

                                         Title:  Administrator

                                     Dated:
                                           -------------------------------------


                          CERTIFICATE OF AUTHENTICATION

         This   is  one  of  the   Capital   Securities   referred   to  in  the
within-mentioned Declaration.


                                   JPMORGAN  CHASE  BANK, NATIONAL  ASSOCIATION,
                                   not in its  individual capacity but solely as
                                   Institutional Trustee


                                   By:
                                      ------------------------------------------
                                   Authorized Signatory

                                   Dated:
                                         ---------------------------------------


                                     A-1-4


<PAGE>


                          [FORM OF REVERSE OF SECURITY]

         Distributions  payable on each  Capital  Security  will be payable at a
fixed rate of 5.90% (the "Fixed  Rate") per annum from  December  21, 2004 until
March 15, 2010 (the "Fixed Rate Period") and  thereafter at a variable per annum
rate  of  interest,  reset  quarterly,   equal  to  LIBOR  (as  defined  in  the
Declaration) plus 1.98% (the "Coupon Rate") of the stated  liquidation amount of
$1,000 per Capital  Security  (provided,  however,  that the Coupon Rate for any
Distribution  Payment  Period may not exceed the highest  rate  permitted by New
York  law,  as  the  same  may be  modified  by  United  States  law of  general
applicability),  such  Coupon  Rate  being the rate of  interest  payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarterly period will bear interest thereon  compounded  quarterly
at the then  applicable  Coupon  Rate  (defined  to  include  the Fixed Rate and
Variable  Rate, as  applicable)  for each such  quarterly  period (to the extent
permitted by applicable law). The term  "Distributions"  as used herein includes
cash  distributions,  any  such  compounded  distributions  and  any  Additional
Interest 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.  During the Fixed
Rate Period,  the amount of Distributions  payable for any Distribution  Payment
Period will be computed for any full  quarterly  Distribution  Payment Period on
the basis of a 360-day year of twelve 30-day  months and the amount  payable for
any partial  period shall be computed on the basis of the number of days elapsed
in a 360-day year of twelve  30-day  months.  Upon  expiration of the Fixed Rate
Period,  distributions  will be computed on the basis of a 360-day  year and the
actual number of days elapsed in the relevant Distribution Payment 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 15, June 15, September 15 and
December 15 of each year,  commencing on March 15, 2005 (each,  a  "Distribution
Payment Date").  Upon submission of Notice,  the Debenture  Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending
the interest  distribution  period for up to 20  consecutive  quarterly  periods
(each,  an  "Extension  Period")  at any  time  and  from  time  to  time on the
Debentures,  subject to the conditions  described below,  during which Extension
Period no interest shall be due and payable (except any Additional Interest that
may be due and payable).  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 in  effect  for each 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  law.  No  Extension  Period  may  end  on a  date  other  than  a
Distribution  Payment  Date.  At the  end  of any  such  Extension  Period,  the
Debenture Issuer shall pay all Deferred  Interest then accrued and unpaid on the
Debentures;  PROVIDED,  HOWEVER,  that no Extension Period may extend beyond the
Maturity Date. Prior to the termination of any Extension  Period,  the Debenture
Issuer may further extend such period;  PROVIDED, that such period together with
all such previous and further consecutive extensions thereof shall not exceed 20
consecutive  quarterly  periods,  or extend beyond the Maturity  Date.  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  foregoing  requirements.


                                     A-1-5


<PAGE>


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.  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 record date immediately  preceding such date.  Distributions
on the Securities  must be paid on the dates payable (after giving effect to any
Extension  Period) 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  Distribution 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.

         The  Capital   Securities  shall  be  redeemable  as  provided  in  the
Declaration.









                                     A-1-6


<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED,  the undersigned assigns and transfers 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 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-1-7


<PAGE>


                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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












                                     A-2-1


<PAGE>


Certificate Number         [C-001]          Number of Common Securities:  372

                    Certificate Evidencing Common Securities
                                       of
                         Bridge Capital Holdings Trust I

         Bridge Capital  Holdings  Trust I, a statutory  trust created under the
laws of the State of  Delaware  (the  "Trust"),  hereby  certifies  that  Bridge
Capital Holdings (the "Holder") is the registered owner of 372 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  December  21,  2004,  among  Daniel  P.  Myers  and  Thomas  A.  Sa,  as
Administrators,  Chase  Manhattan Bank USA,  National  Association,  as Delaware
Trustee,  JPMorgan Chase Bank, National Association,  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 Holders  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  Common  Security  is  governed  by,  and  shall be  construed  in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.


                                     A-2-2


<PAGE>


         IN WITNESS WHEREOF,  the Trust has executed this  certificate  December
21, 2004.

                                     Bridge Capital Holdings Trust I


                                     By:
                                        ----------------------------------------
                                         Name:
                                              ----------------------------------

                                         Title:  Administrator









                                     A-2-3


<PAGE>


                          [FORM OF REVERSE OF SECURITY]

         Distributions  payable on each Common  Security  will be  identical  in
amount to the Distributions  payable on each Capital Security,  which is payable
at a fixed rate of 5.90% (the  "Fixed  Rate") per annum from  December  21, 2004
until March 15, 2010 (the "Fixed Rate Period") and  thereafter at a variable per
annum  rate of  interest,  reset  quarterly,  equal to LIBOR (as  defined in the
Declaration) plus 1.98% (the "Coupon Rate") of the stated  liquidation amount of
$1,000 per Capital  Security  (provided,  however,  that the Coupon Rate for any
Distribution  Payment  Period may not exceed the highest  rate  permitted by New
York  law,  as  the  same  may be  modified  by  United  States  law of  general
applicability),  such  Coupon  Rate  being the rate of  interest  payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarterly period will bear interest thereon  compounded  quarterly
at the then  applicable  Coupon  Rate  (defined  to  include  the Fixed Rate and
Variable  Rate, as  applicable)  for each such  quarterly  period (to the extent
permitted by applicable law). The term  "Distributions"  as used herein includes
cash  distributions,  any  such  compounded  distributions  and  any  Additional
Interest 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.  During the Fixed
Rate Period, the amount of Distributions payable for any period will be computed
for any full  quarterly  Distribution  period on the basis of a 360-day  year of
twelve  30-day  months and the amount  payable for any partial  period  shall be
computed on the basis of the number of days  elapsed in a 360-day year of twelve
30-day months.  Upon expiration of the Fixed Rate Period,  distribution  will be
computed on the basis of a 360-day year and the actual number of days elapsed in
the relevant Distribution Payment 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 15, June 15, September 15 and
December 15 of each year,  commencing on March 15, 2005 (each,  a  "Distribution
Payment Date").  Upon submission of Notice,  the Debenture  Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending
the interest  distribution  period for up to 20  consecutive  quarterly  periods
(each,  an  "Extension  Period")  at any  time  and  from  time  to  time on the
Debentures,  subject to the conditions  described below,  during which Extension
Period no interest shall be due and payable (except any Additional Interest that
may be due and payable).  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 in  effect  for each 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  law.  No  Extension  Period  may  end  on a  date  other  than  a
Distribution  Payment  Date.  At the  end  of any  such  Extension  Period,  the
Debenture Issuer shall pay all Deferred  Interest then accrued and unpaid on the
Debentures;  provided,  however,  that no Extension Period may extend beyond the
Maturity  Date,  Redemption  Date  or  Special  Redemption  Date.  Prior  to the
termination  of any Extension  Period,  the Debenture  Issuer may further extend
such period,  provided,  that such period  together  with all such  previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  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  foregoing


                                     A-2-4


<PAGE>

requirements.  No interest or Deferred Interest (except any Additional  Interest
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. 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 record  date  immediately  preceding  such
date.

         Distributions  on the  Securities  must be paid  on the  dates  payable
(after giving  effect to any Extension  Period) 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 legally  available for  Distribution 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.

         The  Common   Securities   shall  be  redeemable  as  provided  in  the
Declaration.









                                     A-2-5


<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED,  the undersigned  assigns and transfers 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  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