<PAGE>

                                                                   EXHIBIT 4.3.2

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                              SUNTRUST CAPITAL ____

                            DATED AS OF ______, 200_

<PAGE>

                                                                   EXHIBIT 4.3.2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I INTERPRETATION AND DEFINITIONS.....................................................................     1
         SECTION 1.1. Definitions............................................................................     1

ARTICLE II TRUST INDENTURE ACT...............................................................................     8
         SECTION 2.1. Trust Indenture Act; Application.......................................................     8
         SECTION 2.2. Lists of Holders of Securities.........................................................     9
         SECTION 2.3. Reports by the Institutional Trustee...................................................     9
         SECTION 2.4. Periodic Reports to the Institutional Trustee..........................................     9
         SECTION 2.5. Evidence of Compliance with Conditions Precedent.......................................    10
         SECTION 2.6. Events of Default; Waiver..............................................................    10
         SECTION 2.7. Event of Default; Notice...............................................................    12

ARTICLE III ORGANIZATION.....................................................................................    13
         SECTION 3.1. Name...................................................................................    13
         SECTION 3.2. Office.................................................................................    13
         SECTION 3.3. Issuance of the Securities.............................................................    13
         SECTION 3.4. Purchase of Debentures.................................................................    13
         SECTION 3.5. Purpose................................................................................    13
         SECTION 3.6. Authority..............................................................................    14
         SECTION 3.7. Title to Property of the Trust.........................................................    14
         SECTION 3.8. Powers and Duties of the Regular Trustees..............................................    14
         SECTION 3.9. Prohibition of Actions by the Trust and the Trustees...................................    17
         SECTION 3.10. Powers and Duties of the Institutional Trustee........................................    18
         SECTION 3.11. Certain Duties and Responsibilities of the Institutional Trustee......................    20
         SECTION 3.12. Certain Rights of the Institutional Trustee...........................................    22
         SECTION 3.13. Delaware Trustee......................................................................    23
         SECTION 3.14. Execution of Documents................................................................    24
         SECTION 3.15. Not Responsible for Recitals or Issuance of Securities................................    24
         SECTION 3.16. Duration of Trust.....................................................................    24
         SECTION 3.17. Mergers...............................................................................    24

ARTICLE IV SPONSOR...........................................................................................    26
         SECTION 4.1. Sponsor's Purchase of Common Securities................................................    26
         SECTION 4.2. Responsibilities of the Sponsor........................................................    26
         SECTION 4.3. Right to Proceed.......................................................................    26

ARTICLE V TRUSTEES...........................................................................................    27
         SECTION 5.1. Number of Trustees.....................................................................    27
         SECTION 5.2. Delaware Trustee.......................................................................    27
         SECTION 5.3. Institutional Trustee; Eligibility.....................................................    27
         SECTION 5.4. Certain Qualifications of Regular Trustees and Delaware Trustee Generally..............    28
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                              <C>
         SECTION 5.5. Regular Trustees.......................................................................    28
         SECTION 5.6. [Reserved].............................................................................    29
         SECTION 5.7. Appointment, Removal and Resignation of Trustees.......................................    29
         SECTION 5.8. Vacancies among Trustees...............................................................    30
         SECTION 5.9. Effect of Vacancies....................................................................    30
         SECTION 5.10. Meetings..............................................................................    31
         SECTION 5.11. Delegation of Power...................................................................    31
         SECTION 5.12. Merger, Conversion, Consolidation or Succession to Business...........................    31
         SECTION 5.13. Appointment of Authenticating Agent...................................................    32

ARTICLE VI DISTRIBUTIONS.....................................................................................    33
         SECTION 6.1. Distributions..........................................................................    33

ARTICLE VII ISSUANCE OF SECURITIES...........................................................................    34
         SECTION 7.1. General Provisions Regarding Securities................................................    34
         SECTION 7.2. Execution and Delivery of Securities Certificates......................................    34
         SECTION 7.3. Paying Agent...........................................................................    35

ARTICLE VIII DISSOLUTION OF TRUST............................................................................    36
         SECTION 8.1. Dissolution of Trust...................................................................    36

ARTICLE IX TRANSFER OF INTERESTS.............................................................................    37
         SECTION 9.1. Transfer of Securities.................................................................    37
         SECTION 9.2. Transfer of Certificates...............................................................    37
         SECTION 9.3. Deemed Security Holders................................................................    38
         SECTION 9.4. Book-Entry Interests...................................................................    38
         SECTION 9.5. Notices to Clearing Agency.............................................................    39
         SECTION 9.6. Appointment of Successor Clearing Agency...............................................    39
         SECTION 9.7. Definitive Preferred Security Certificates.............................................    40
         SECTION 9.8. Mutilated, Destroyed, Lost or Stolen Certificates......................................    40
         SECTION 9.9. Maintenance of Office or Agency........................................................    41

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS...............................    41
         SECTION 10.1. Liability.............................................................................    41
         SECTION 10.2. Exculpation...........................................................................    42
         SECTION 10.3. [Reserved]............................................................................    42
         SECTION 10.4. Indemnification.......................................................................    42
         SECTION 10.5. Outside Businesses....................................................................    44
         SECTION 10.6. Compensation; Fees....................................................................    45

ARTICLE XI ACCOUNTING........................................................................................    45
         SECTION 11.1. Fiscal Year...........................................................................    45
         SECTION 11.2. Certain Accounting Matters............................................................    45
         SECTION 11.3. Banking...............................................................................    46
         SECTION 11.4. Withholding...........................................................................    46
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                            <C>
ARTICLE XII AMENDMENTS AND MEETINGS..........................................................................    47
         SECTION 12.1. Amendments............................................................................    47
         SECTION 12.2. Meetings of the Holders; Action by Written Consent....................................    48

ARTICLE XIII REPRESENTATIONS AND WARRANTIES OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE....................    50
         SECTION 13.1. Representations and Warranties of the Institutional Trustee...........................    50
         SECTION 13.2. Representations and Warranties of the Delaware Trustee................................    50

ARTICLE XIV MISCELLANEOUS....................................................................................    51
         SECTION 14.1. Notices...............................................................................    51
         SECTION 14.2. Governing Law.........................................................................    52
         SECTION 14.3. Intention of the Parties..............................................................    52
         SECTION 14.4. Headings..............................................................................    53
         SECTION 14.5. Successors and Assigns................................................................    53
         SECTION 14.6. Partial Enforceability................................................................    53
         SECTION 14.7. Counterparts..........................................................................    53

         ANNEX I       TERMS OF SECURITIES...................................................................   I-1
         EXHIBIT A-1   FORM OF PREFERRED SECURITY CERTIFICATE................................................  A1-1
         EXHIBIT A-2   FORM OF COMMON SECURITY CERTIFICATE...................................................  A2-1
</TABLE>

                                      iii

<PAGE>

                                                                   EXHIBIT 4.3.2

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
     Section of
Trust Indenture Act                                                                Section of
of 1939, as amended                                                               Declaration
-------------------                                                               -----------
<S>                                                                               <C>
310(a)........................................................................    5.3(a)
310(b)........................................................................    5.3(c)
310(c)........................................................................    Inapplicable
311(a) and (b)................................................................    5.3(c)
311(c)........................................................................    Inapplicable
312(a)........................................................................    2.2(a)
312(b)........................................................................    2.2(b)
313...........................................................................    2.3
314(a)........................................................................    2.4
314(b)........................................................................    Inapplicable
314(c)........................................................................    2.5
314(d)........................................................................    Inapplicable
314(e)........................................................................    3.12(a)
314(f)........................................................................    Inapplicable
315(a)........................................................................    3.11(b)
315(b)........................................................................    2.7(a)
315(c)........................................................................    3.11(a)
315(d)........................................................................    3.11(a)
316(a) and (b)................................................................    2.6 and Annex I
316(c)........................................................................    2.6(f)
317(a)........................................................................    3.10(c)
317(b)........................................................................    3.10(i)
</TABLE>

---------------

*     This Cross-Reference Table does not constitute part of this Declaration as
      executed and shall not affect the interpretation of any of its terms or
      provisions.

                                       iv

<PAGE>

                                                                   EXHIBIT 4.3.2

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                            SUNTRUST CAPITAL _______

            AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of ____, 200_ by the Trustees (as defined herein), the Sponsor (as
defined herein) and by the holders, from time to time, of undivided beneficial
ownership interests in SunTrust Capital ___ (the "Trust"), a statutory trust
under the Delaware Statutory Trust Act (as defined herein), to be issued
pursuant to this Declaration;

            WHEREAS, the Trustees and the Sponsor established the Trust pursuant
to a Declaration of Trust dated August __, 2004 (the "Original Declaration"),
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on August __, 2004 (the "Certificate of Trust"), for the principal
purposes of issuing and selling the Securities (as defined herein) and investing
the proceeds thereof in certain Debentures (as defined herein) of the Debenture
Issuer (as defined herein);

            WHEREAS, as of the date hereof, no Securities have been issued; and

            WHEREAS, all of the Trustees 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 Delaware Statutory Trust Act,
that the Original Declaration be amended and restated in its entirety as
provided herein and that this Declaration constitute the governing instrument of
such statutory trust, the Trustees declare that all assets contributed to the
Trust will be held in trust for the benefit of the holders, from time to time,
of the Securities, subject to the provisions of this Declaration.

                                   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 have the respective meanings assigned to them in this
      Section 1.1;

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

<PAGE>

            (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 has the same meaning
when used in this Declaration unless otherwise defined in this Declaration or
unless the context otherwise requires;

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

            (g) the following terms have the meaning given to them in this
      Section 1.1(g):

            "10% in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred 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.

            "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.

            "Base Indenture" means the Indenture dated as of November 14, 2001,
between the Debenture Issuer and the Debt Trustee.

            "Book-Entry Interest" means a beneficial ownership interest in a
Global Certificate registered in the name of a Clearing Agency or a nominee
thereof, ownership and transfers of which shall be maintained and made through
book entries by a Clearing Agency as described in Section 9.4.

            "Business Day" means a day other than (i) a day on which banking
institutions in New York, New York or Chicago, Illinois are authorized or
required by law or executive order to remain closed or (ii) a day on which the
Institutional Trustee's Corporate Trust Office or the Corporate Trust Office of
the Debt Trustee is closed for business.

            "Capital Treatment Event" means the reasonable determination by the
Sponsor that, as a result of (i) any amendment to, or change (including any
announced proposed change) in, the laws or regulations of the United States or
any political subdivision thereof or therein or other governmental agency or
regulatory authority, or (ii) any official administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations,
which, in the case of either clause (i) or (ii) is effective or is announced on
or after December 4, 2001, there is more than an insubstantial risk that the
Sponsor will not be entitled to treat an amount equal to the liquidation

                                       2
<PAGE>

amount of the Preferred Securities as "Tier 1 Capital" (or the then equivalent
thereof) under the risk-based capital adequacy guidelines of the Federal Reserve
Board, as then in effect and applicable to the Sponsor.

            "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

            "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered a Global Certificate and which shall
undertake to effect book-entry transfers and pledges of the Preferred
Securities.

            "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

            "Closing Date" means _______, 200_.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation. A reference to a specific section of the
Code refers not only to such specific section but also to any corresponding
provision of any Federal tax statute enacted after the date of this Declaration,
as such specific section or corresponding provision is in effect on the date of
application of the provisions of this Declaration containing such reference.

            "Commission" means the Securities and Exchange Commission or any
successor body.

            "Common Securities" has the meaning specified in Section 7.1.(a).

            "Common Securities Guarantee" means the guarantee agreement to be
dated as of _______, 200_ of the Sponsor in respect of the Common Securities.

            "Common Security Certificate" means a definitive certificate in
fully registered form representing a Common Security substantially in the form
of Exhibit A-2.

            "Corporate Trust Office" means (i) when used with respect to the
Institutional Trustee, the principal corporate trust office the Institutional
Trustee located in San Francisco, California which on the date of this
Declaration is 101 California St, Floor 38, San Francisco, California 94111, and
(ii) when used with respect to the Debt Trustee, the Principal Office of the
Debt Trustee as defined in the Base Indenture.

            "Covered Person" means: (i) any officer, director, shareholder,
partner, member, representative, employee or agent of the Trust or the Trust's
Affiliates; (ii) any other director, stockholder, employee, representative or
agent of the Debenture Issuer or any of its Affiliates; and (iii) any Holder of
Securities.

                                       3
<PAGE>

            "Debenture Issuer" means SunTrust Banks, Inc., a Georgia
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination.

            "Debentures" means the series of Debentures to be issued by the
Debenture Issuer under the Indenture and purchased by the Trust, and to be held
by the Institutional Trustee.

            "Debt Trustee" means J.P. Morgan Trust Company, National Association
(as successor to Bank One, N.A., formerly known as The First National Bank of
Chicago), as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

            "Definitive Preferred Security Certificates" has the meaning set
forth in Section 9.4.

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

            "Delaware Trustee" has the meaning set forth in Section 5.2.

            "Direct Action" has the meaning set forth in Section 3.10(e).

            "Dissolution Event" has the meaning set forth in Section 8.1(a).

            "Distribution" has the meaning set forth in Section 6.1.

            "DTC" means The Depository Trust Company, the initial Clearing
Agency.

            "Event of Default" or "Declaration Event of Default" in respect of
the Securities means an Event of Default (as defined in the Base Indenture) has
occurred and is continuing in respect of the Debentures.

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

            "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System.

            "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

            "Fiscal Year" has the meaning set forth in Section 11.1.

            "Global Certificate" has the meaning set forth in Section 9.4.

            "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Delaware Statutory Trust Act.

                                       4
<PAGE>

            "Indemnified Person" means a Sponsor Indemnified Person or a
Fiduciary Indemnified Person.

            "Indenture" means the Base Indenture together with the supplement
thereto pursuant to which the Debentures are to be issued.

            "Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3(a). The initial Institutional Trustee
shall be J.P. Morgan Trust Company, National Association, as set forth in
Section 5.3(e).

            "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" means that the Trust shall have received
an opinion of counsel experienced in practice under the Investment Company Act
which states that, as a result of the occurrence of an amendment to, or change
(including any announced proposed change) in, the laws or regulations of the
United States or any political subdivision thereof or therein or any other
governmental agency or regulatory authority (a "Change in 1940 Act Law"), there
is more than an insubstantial risk that the Trust is or will be considered an
Investment Company which is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after _______,
200_.

            "Legal Action" has the meaning set forth in Section 3.8(h).

            "Like Amount" means (i) with respect to a redemption of Securities,
Securities having a liquidation amount equal to the principal amount of
Debentures to be repaid in accordance with their terms and (ii) with respect to
a distribution of Debentures upon the liquidation of the Trust, Debentures
having a principal amount equal to the liquidation amount of the Securities of
the holder thereof to whom Debentures are distributed.

            "Liquidation Distribution" has the meaning set forth in Section 3 of
Annex I. "List of Holders" has the meaning set forth in Section 2.2(a).

            "Majority in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred 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.

                                       5
<PAGE>

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

            (i) a statement that the officer signing the Officer's Certificate
      has read the covenant or condition and the definitions relating thereto;

            (ii) a brief statement of the nature and scope of the examination or
      investigation undertaken by the officer in rendering the Officer's
      Certificate;

            (iii) a statement that 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

            (iv) a statement as to whether, in the opinion of such officer, such
      condition or covenant has been complied with.

            "Original Declaration" has the meaning set forth in the preamble
hereof.

            "Paying Agent" has the meaning specified in Section 3.10(i).

            "Payment Amount" has the meaning set forth in Section 6.1.

            "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.

            "Preferred Securities" has the meaning specified in Section 7.1(a).

            "Preferred Securities Guarantee" means the guarantee agreement to be
dated as of _______, 200_, of the Sponsor in respect of the Preferred
Securities.

            "Preferred Security Beneficial Owner" means, with respect to a
Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

            "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

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

            "Property Account" has the meaning set forth in Section 3.10(c).

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

                                       6
<PAGE>

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

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

            "Regular Trustee" has the meaning set forth in Section 5.1(b).

            "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

            "Responsible Officer" means, when used with respect to the
Institutional Trustee, any officer assigned to the Corporate Trust Office of the
Institutional Trustee, including any managing director, vice president,
assistant vice president, senior trust officer, trust officer, assistant
treasurer, assistant secretary or any other officer of the Institutional Trustee
customarily performing functions similar to those performed by any of the above
designated officers, and also, with respect to a particular matter, any other
officer, to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

            "Rule 3a-5" means Rule 3a-5 under the Investment Company Act or any
successor rule or regulation.

            "Securities" means the Common Securities and the Preferred
Securities.

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

            "Securities Guarantees" means the Common Securities Guarantee and
the Preferred Securities Guarantee.

            "Securities Register" has the meaning set forth in Section 9.2.

            "Securities Registrar" has the meaning set forth in Section 9.2.

            "Sponsor" means SunTrust Banks, Inc., a Georgia corporation, or any
successor entity resulting from any merger, consolidation, amalgamation or other
business combination.

            "Sponsor Indemnified Person" means (i) any Regular Trustee; (ii) any
Affiliate of any Regular Trustee; (iii) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (iv) any officer, employee or agent of the Trust or its Affiliates.

            "Successor Delaware Trustee" has the meaning set forth in Section
5.7(b).

            "Successor Entity" has the meaning set forth in Section 3.17(b).

            "Successor Institutional Trustee" has the meaning set forth in
Section 3.10(g)(ii).

                                       7
<PAGE>

            "Successor Securities" has the meaning set forth in Section 3.17(b).

            "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

            "Tax Event" means the receipt by the Trust of an opinion of counsel
experienced in such matters to the effect that, as a result of (i) any amendment
to, or change (including any announced proposed change) in, the laws or
regulations of the United States or any political subdivision or taxing
authority thereof or therein, or (ii) any official administrative pronouncement
or action or judicial decision interpreting or applying such laws or
regulations, which amendment, change, pronouncement, action or decision is
effective or is announced or occurs on or after _______, 200_, there is, in case
of either clause (i) or (ii), more than an insubstantial risk that (A) the Trust
is, or will be within 90 days of the date of such opinion, subject to United
States federal income tax with respect to interest accrued or received on the
Debentures, (B) interest payable by the Sponsor on the Debentures is not, or
within 90 days of the date of such opinion, will not be, deductible by the
Sponsor in whole or in part for United States federal income tax purposes or (C)
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, duties or other governmental
charges.

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

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

            "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.

            "Underwriting Agreement" means the Underwriting Agreement dated
_______, 200_ among the Trust, the Sponsor and _________________. (as
representatives of the several underwriters named therein), providing for the
offering and sale of the Preferred Securities to the public.

                                   ARTICLE II

                               TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

            (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.

                                       8
<PAGE>

            (b) The Institutional Trustee, to the extent permitted by applicable
law and/or the rules and regulations of the Commission, shall be the only
Trustee that is a Trustee for the purposes of the Trust Indenture Act.

            (c) If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

            (d) The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

SECTION 2.2. Lists of Holders of Securities.

            (a) Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide the Institutional Trustee (i) within 14 days after each
record date for payment of Distributions, a list, in such form as the
Institutional Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders") as of such record date; provided,
however, that if the record date is the day immediately preceding a Distribution
Date (as defined in Annex I hereto), then such List of Holders shall be provided
on the day of such Distribution Date; provided further that, neither the Sponsor
nor the Regular Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Institutional Trustee by the Sponsor
and the Regular Trustees on behalf of the Trust, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 14 days before such List of Holders is given
to the Institutional Trustee. The Institutional Trustee shall preserve, in as
current a form as is reasonably practicable, all information contained in Lists
of Holders given to it or which it receives in the capacity as Paying Agent (if
acting in such capacity), provided that the Institutional Trustee may destroy
any List of Holders previously given to it on receipt of a new List of Holders.

            (b) The Institutional Trustee shall comply with its obligations
under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3. Reports by the Institutional Trustee.

            Within 60 days after May 15 of each year (commencing May 15, 200_),
the Institutional Trustee shall provide to the Holders of the Preferred
Securities such reports as are required by Section 313(a) of the Trust Indenture
Act, if any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Institutional Trustee shall also comply with the other
requirements of Section 313 of the Trust Indenture Act.

SECTION 2.4. Periodic Reports to the Institutional Trustee.

            Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust

                                       9
<PAGE>

Indenture Act, such compliance certificate to be delivered annually on or before
120 days after the end of each fiscal year of the Sponsor.

SECTION 2.5. Evidence of Compliance with Conditions Precedent.

            Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Declaration that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act may be given in the form of an Officer's
Certificate.

SECTION 2.6. Events of Default; Waiver.

            (a) The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

                  (i) is not waivable under the Indenture, the Event of Default
      under this Declaration shall also not be waivable; or

                  (ii) requires the consent or vote of greater than a majority
      in principal amount of the holders of the Debentures (a "Super Majority")
      to be waived under the Indenture, the Event of Default under this
      Declaration may only be waived by the vote of the Holders of at least the
      proportion in aggregate liquidation amount of the Preferred Securities
      that the relevant Super Majority represents of the aggregate principal
      amount of the Debentures outstanding; or

                  (iii) requires the consent or vote of each holder of
      Debentures to be waived under the Indenture, then the Event of Default
      under this Declaration may only be waived by each Holder of Preferred
      Securities.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities 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 an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

            The Holders of a Majority in liquidation amount of the Preferred
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Institutional Trustee
or to direct the exercise of any trust or power conferred upon the

                                       10
<PAGE>

Institutional Trustee, including the right to direct the Institutional Trustee
to exercise the remedies available to it as a holder of the Debentures.

            (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, (i) in accordance with the terms of the Common Securities, 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, or (ii) waive any past Event of Default with respect
to the Common Securities and its consequences, provided that, if the underlying
Event of Default under the Indenture:

                        (A) is not waivable under the Indenture, except where
            the Holders of the Common Securities are deemed to have waived such
            Event of Default under this Declaration as provided below in this
            Section 2.6(b), the Event of Default under this Declaration shall
            also not be waivable; or

                        (B) requires the consent or vote of a Super Majority to
            be waived, except where the Holders of the Common Securities are
            deemed to have waived such Event of Default under this Declaration
            as provided below in this Section 2.6(b), the Event of Default under
            this Declaration may only be waived by the vote of the Holders of at
            least the proportion in aggregate liquidation amount of the Common
            Securities that the relevant Super Majority represents of the
            aggregate principal amount of the Debentures outstanding;

provided further, that each Holder of Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to the
Common Securities and its consequences until all Events of Default with respect
to the Preferred Securities have been cured, waived or otherwise eliminated, and
until such Events of Default have been so cured, waived or otherwise eliminated,
the Institutional Trustee will be deemed to be acting solely on behalf of the
Holders of the Preferred Securities and only the Holders of the Preferred
Securities will have the right to direct the Institutional Trustee in accordance
with the terms of the Securities. In the event that an Event of Default with
respect to the Preferred Securities is waived by the Holders of Preferred
Securities as provided in this Declaration, the Holders of Common Securities
agree that such waiver shall also constitute the waiver of such Event of Default
with respect to the Common Securities for all purposes under this Declaration
without any further act, vote or consent of the Holders of the Common
Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such default shall cease to exist and any Event of Default
with respect to the Common Securities 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 with respect to
the Common Securities or impair any right consequent thereon.

            (c) The right of any Holder of Securities to receive payment of
Distributions on the Securities in accordance with this Declaration and the
terms of the Securities set forth in Annex I on

                                       11
<PAGE>

or after the respective payment dates therefor, or to institute suit for the
enforcement of any such payment on or after such payment dates, shall not be
impaired without the consent of such Holder.

            (d) A waiver of an Event of Default under the Indenture by the
Institutional Trustee at the direction of the Holders of the Preferred
Securities, constitutes a waiver of the corresponding Event of Default under
this Declaration. The foregoing provisions of this Section 2.6(d) shall be in
lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act.

SECTION 2.7. Event of Default; Notice.

            (a) The Institutional Trustee shall, within 90 days after the
occurrence of an Event of Default actually known to a Responsible Officer of the
Institutional Trustee, transmit by mail, first class postage prepaid, to the
Holders of the Securities, (i) notice of all such defaults with respect to the
Securities, unless such defaults have been cured before the giving of such
notice (the term "defaults" for the purposes of this Section 2.7(a) being hereby
defined to be an Event of Default as defined in the Indenture, not including any
periods of grace provided for therein and irrespective of the giving of any
notice provided therein) and (ii) any notice of default received from the Debt
Trustee with respect to the Debentures, which notice from the Institutional
Trustee to the Holders shall state that an Event of Default under the Indenture
also constitutes an Event of Default with respect to the Securities; provided
that, except for a default in the payment of principal of (or premium, if any)
or interest on any of the Debentures, the Institutional Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Institutional Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities; and provided
further, that in the case of any default of the character specified in Section
5.01(c) of the Base Indenture, no such notice to Holders shall be required to be
given until at least 60 days after the occurrence thereof but shall be given
within 90 days after such occurrence.

            (b) The Institutional Trustee shall not be deemed to have knowledge
of any default except:

                  (i) so long as the Institutional Trustee is a Paying Agent, a
      default under Sections 5.01(a) and 5.01(b) of the Base Indenture; or

                  (ii) any default as to which the Institutional Trustee shall
      have received written notice or of which a Responsible Officer of the
      Institutional Trustee charged with the administration of this Declaration
      shall have actual knowledge.

                                       12
<PAGE>

                                  ARTICLE III

                                  ORGANIZATION

SECTION 3.1. Name.

            The Trust is named "SunTrust Capital ___," as such name may be
modified from time to time by the Regular Trustees following written notice to
the Holders of Securities. The Trust's activities may be conducted under the
name of the Trust or any other name deemed advisable by the Regular Trustees.

SECTION 3.2. Office.

            The address of the principal office of the Trust is c/o SunTrust
Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia, 30308-3201. On ten
Business Days written notice to the Holders, the Regular Trustees may designate
another principal office.

SECTION 3.3. Issuance of the Securities.

            On _______, 200_, the Sponsor, on behalf of the Trust and pursuant
to the Original Declaration, executed and delivered the Underwriting Agreement.
On the Closing Date, the Regular Trustees, on behalf of the Trust, shall execute
and deliver (i) to the underwriters, in accordance with the Underwriting
Agreement, a Global Certificate, registered in the name of the nominee of the
initial Clearing Agency as specified in Section 9.4, representing in the
aggregate ___________ Preferred Securities having an aggregate liquidation
amount of $_____________ against receipt of the aggregate purchase price for
such Preferred Securities of $_____________ and (ii) to the Sponsor, a
certificate representing __________ Common Securities, registered in the name of
the Sponsor, having an aggregate liquidation amount of $___________, against
receipt of the aggregate purchase price for such Common Securities of
$____________.

SECTION 3.4. Purchase of Debentures.

            On the Closing Date, the Regular Trustees, on behalf of the Trust,
shall purchase from the Sponsor with the proceeds received by the Trust from the
sale of the Securities on such date pursuant to Section 3.5, Debentures,
registered in the name of the Institutional Trustee and having an aggregate
principal amount equal to $__________, and, in satisfaction of the purchase
price for such Debentures, the Regular Trustees, on behalf of the Trust, shall
deliver or cause to be delivered to the Sponsor the sum of $_____________.

SECTION 3.5. Purpose.

            The exclusive purposes and functions of the Trust are (a) to issue
and sell Preferred Securities and use the proceeds from such sale to acquire the
Debentures issued under the Indenture having an aggregate liquidation amount of
the Preferred Securities so issued and sold; (b) to enter into such agreements
and arrangements as may be necessary in connection with the sale of Preferred
Securities to the initial purchasers thereof (including the Underwriting
Agreement) and to take all actions and exercise such discretion as may be
necessary or desirable in connection therewith and to

                                       13
<PAGE>

file such registration statements or make such other filings under the
Securities Act, the Exchange Act or state securities or "Blue Sky" laws as may
be necessary or desirable in connection therewith and the issuance of the
Preferred Securities; (c) to issue and sell Common Securities to the Debenture
Issuer for cash and use the proceeds of such sale to purchase as trust assets an
equal aggregate principal amount of Debentures issued under the Indenture; and
(d) except as otherwise limited herein, to engage in only those other activities
necessary, or incidental thereto. 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 3.6. Authority.

            Subject to the limitations provided in this Declaration and to the
specific duties of the Institutional Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and any action taken by the
Institutional Trustee on behalf of the Trust in accordance with its 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.

SECTION 3.7. Title to Property of the Trust.

            Except as provided in Section 3.10 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 3.8. Powers and Duties of the Regular Trustees.

            The Regular Trustees shall have the exclusive power, duty and
authority to cause the Trust and shall cause the Trust to engage in the
following activities:

            (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities, and, provided further, that there shall be no
interests in the Trust other than the Securities, and the issuance of Securities
shall be limited to a one-time, simultaneous issuance of both Preferred
Securities and Common Securities on the Closing Date;

            (b) in connection with the issue and sale of the Preferred
Securities, at the direction of the Sponsor, to:

                  (i) execute and file with the Commission registration
      statement on Form S-3 prepared by the Sponsor, including any amendments
      thereto and a registration statement under Rule 462(b) of the Securities
      Act, pertaining to the Preferred Securities;

                                       14
<PAGE>

                  (ii) execute and file any documents prepared by the Sponsor,
      or take any acts as determined by the Sponsor to be necessary in order to
      qualify or register all or part of the Preferred Securities in any state
      in which the Sponsor has determined to qualify or register such Preferred
      Securities for sale;

                  (iii) execute and file an application, prepared by the
      Sponsor, to the New York Stock Exchange, Inc. or any other national stock
      exchange or the Nasdaq National Market for listing or quotation upon
      notice of issuance of any Preferred Securities, but if and only if the
      Sponsor has so instructed the Regular Trustees to make such filing;

                  (iv) execute and file with the Commission a registration
      statement on Form 8-A, including any amendments thereto, prepared by the
      Sponsor, relating to the registration of the Preferred Securities under
      Section 12(b) or 12(g) of the Exchange Act, but if and only if the Sponsor
      has so instructed the Regular Trustees to make such filing;

                  (v) execute and enter into the Underwriting Agreement
      providing for the sale of the Preferred Securities; and

                  (vi) to execute and file any agreement, certificate or other
      document which such Regular Trustees deem necessary or appropriate in
      connection with the issuance and sale of the Preferred Securities;

            (c) to acquire as trust assets the Debentures with the proceeds of
the sale of the Preferred Securities and the Common Securities; provided,
however, that the Regular Trustees 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 of the Preferred Securities and the Holders of Common Securities;

            (d) to cause the Trust to enter into such agreements and
arrangements as may be necessary or desirable in connection with the sale of
Preferred Securities to the initial purchasers thereof and the consummation
thereof, and to take all action, and exercise all discretion, as may be
necessary or desirable in connection with the consummation thereof;

            (e) to give the Sponsor and the Institutional Trustee prompt written
notice of the occurrence of a Tax Event, an Investment Company Event or a
Capital Treatment Event; provided that the Regular Trustees shall consult with
the Sponsor and the Institutional Trustee before taking or refraining to take
any action in relation to any such Tax Event, Investment Company Event or
Capital Treatment Event;

            (f) to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;

            (g) to take all actions and perform such duties as may be required
of the Regular Trustees pursuant to the terms of the Securities;

                                       15
<PAGE>

            (h) to bring or defend, pay, collect, compromise, arbitrate, resort
to legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.10(e), the Institutional Trustee
has the exclusive power to bring such Legal Action;

            (i) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

            (j) to cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;

            (k) to give the certificate required by Section 314(a)(4) of the
Trust Indenture Act to the Institutional Trustee, which certificate may be
executed by any Regular Trustee;

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

            (m) if duly appointed pursuant to the provisions herein, to act as
registrar, transfer agent or Paying Agent for the Securities;

            (n) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing;

            (o) 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 and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Holders of the Preferred Securities or to
enable the Trust to effect the purposes for which the Trust was created;

            (p) to take any action, not inconsistent with this Declaration or
with applicable law, that the Regular Trustees determine in their discretion to
be necessary or desirable in carrying out the activities of the Trust as set out
in this Section 3.8, including, but not limited to:

                  (i) causing the Trust not to be deemed to be an Investment
      Company required to be registered under the Investment Company Act;

                  (ii) causing the Trust to be classified for United States
      federal income tax purposes as a grantor trust and not as an association
      taxable as a corporation or a partnership; and

                  (iii) cooperating with the Debenture Issuer to ensure that the
      Debentures will be treated as indebtedness of the Debenture Issuer for
      United States federal income tax purposes,

      provided that such action does not adversely affect the interests of the
Holders; and

                                       16
<PAGE>

            (q) to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Regular Trustees, on behalf of the
Trust.

            The Regular Trustees must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.5, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.5.

            Subject to this Section 3.8, the Regular Trustees shall have none of
the powers or the authority of the Institutional Trustee set forth in Section
3.10.

            Any expenses incurred by the Regular Trustees pursuant to this
Section 3.8 shall be reimbursed by the Debenture Issuer.

            The Regular Trustees shall take all actions on behalf of the Trust
that are not specifically required by this Declaration to be taken by any other
Trustee.

SectioN 3.9. Prohibition of Actions by the Trust and the Trustees.

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

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

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

                  (iii) possess Trust property for other than a Trust purpose;

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

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

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

                  (vii) incur any indebtedness for borrowed money; or

                  (viii) other than as provided in this Declaration or Annex I,
      (A) direct the time, method and place of exercising any trust or power
      conferred upon the Debt Trustee with respect to the Debentures, (B) waive
      any past default that is waivable under the

                                       17

<PAGE>

      Indenture, (C) exercise any right to rescind or annul any declaration that
      the principal of all the Debentures shall be due and payable, or (D)
      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 an opinion of a nationally recognized independent tax
      counsel experienced in such matters to the effect that as a result of such
      action, the Trust will not fail to be classified as a grantor trust for
      United States federal income tax purposes.

SECTION 3.10. 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 and the Holders of the Securities. 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 5.7. 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 Regular Trustees or to the Delaware
Trustee (if the Institutional Trustee does not also act as Delaware Trustee).

            (c) The Institutional Trustee shall:

                  (i) establish and maintain a segregated non-interest bearing
      trust account (the "Property Account") in the name of and under the
      exclusive control of the Institutional Trustee 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 or cause to
      be deposited such funds into the Property Account and make or cause to be
      made payments to the Holders of the Preferred Securities and Holders of
      the Common Securities from the Property Account in accordance with Section
      6.1. Funds in the Property Account shall be held uninvested until
      disbursed in accordance with this Declaration. The Property Account shall
      be maintained with J.P. Morgan Trust Company, National Association in its
      trust department so long as J.P. Morgan Trust Company, National
      Association is a Paying Agent; if J.P. Morgan Trust Company, National
      Association is not a Paying Agent, the Property Account will be maintained
      at the Institutional Trustee or at its direction. The Institutional
      Trustee shall not be liable to any Person for the acts or omissions of
      J.P. Morgan Trust Company, National Association in connection with the
      administration of the Property Account, unless such acts or omissions were
      taken or made at the express instructions of the Institutional Trustee.
      The Sponsor shall cause J.P. Morgan Trust Company, National Association to
      (i) promptly advise the Institutional Trustee of all deposits and
      withdrawals from the Property Account and of any failure by J.P. Morgan
      Trust Company, National Association to receive from the Debenture Issuer
      any payments on the Debentures when due, (ii) provide the Institutional
      Trustee with monthly reports as to the activity in the Property Account
      and (iii) permit the Institutional Trustee to have access to J.P. Morgan
      Trust Company, National Association's records with respect to the Property
      Account upon reasonable request therefor;

                                       18
<PAGE>

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

                  (iii) upon written notice of distribution issued by the
      Regular Trustees 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 special events (as may be defined in the terms of
      the Securities) arising from a change in law or a change in legal
      interpretation or other specified circumstances pursuant to the terms of
      the Securities; and

                  (iv) 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, subject to Section 2.6, shall, for the benefit of the Holders of
      the Securities, enforce its rights as holder of the Debentures under the
      Indenture, subject to the rights of the Holders of the Preferred
      Securities pursuant to the terms of this Declaration, the Delaware
      Statutory Trust Act and the Trust Indenture Act.

            (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 take any Legal Action that arises
out of or in connection with an Event of Default of which a Responsible Officer
of the Institutional Trustee has knowledge or the Institutional Trustee's duties
and obligations under this Declaration or the Trust Indenture Act and if such
Institutional Trustee shall have failed to take such Legal Action after a
written request from a Holder of the Preferred Securities, then such Holder of
the Preferred Securities may take such Legal Action, to the same extent as if
such Holders of Preferred Securities held a principal amount of Debentures equal
to the liquidation amount of such Preferred Securities, without first proceeding
against the Institutional Trustee or the Trust; 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 principal on the
Debentures on the date such interest or principal is otherwise payable (or in
the case of redemption, on the redemption date), then a Holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to
such Holder of the principal of or interest on the Debentures having a principal
amount equal to the aggregate liquidation amount of the Preferred Securities
held by 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 Preferred Securities to the extent of any payment made by the
Debenture Issuer to such Holder of Preferred Securities in such Direct Action.
Except as provided in the preceding sentences, the Holders of Preferred
Securities will not be able to exercise directly any other remedy available to
the holders of the Debentures.

            (f) All moneys deposited in the Property Account, and all Debentures
held by the Institutional Trustee for the benefit of the Holders of the
Securities, will not be subject to any right, charge, security interest, lien or
claim of any kind in favor of, or for the benefit of, the Institutional Trustee
or its agents or their creditors.

                                       19
<PAGE>

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

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

                  (ii) a successor Institutional Trustee has been appointed and
      has accepted that appointment in accordance with Section 5.7 (a "Successor
      Institutional Trustee").

            (h) The Institutional Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible Officer of
the Institutional Trustee occurs and is continuing, the Institutional Trustee
shall, for the benefit of the Holders of the Securities, enforce its rights as
holder of the Debentures subject to the rights of the Holders pursuant to the
terms of such Securities.

            (i) The Institutional Trustee may authorize one or more Persons
(each, a "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all Securities and
any such Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act. Any Paying Agent may be removed by the Institutional Trustee, after
consultation with the Regular Trustees, at any time and a successor Paying Agent
or additional Paying Agents may be appointed at any time by the Institutional
Trustee, which must be acceptable to the Regular Trustees, subject to Section
317(b) of the Trust Indenture Act.

            (j) The Institutional Trustee shall give prompt written notice to
the Holders of the Securities of any notice received by it from the Debenture
Issuer of its election to defer payments of interest on the Debentures by
extending the interest payment period with respect thereto.

            (k) Subject to this Section 3.10, the Institutional Trustee shall
have none of the duties, liabilities, powers or the authority of the Regular
Trustees set forth in Section 3.8.

            The Institutional Trustee must exercise the powers set forth in this
Section 3.10 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.5, and the Institutional Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust set
out in Section 3.5.

SECTION 3.11. Certain Duties and Responsibilities of the Institutional Trustee.

            (a) The Institutional Trustee, before the occurrence of any Event of
Default 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 in the Securities and no implied covenants shall be read
into this Declaration against the Institutional Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section 2.6)
of which a Responsible Officer of the Institutional Trustee has actual
knowledge, 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.

                                       20
<PAGE>

            (b) 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, except that:

                  (i)   prior to the occurrence of an Event of Default and after
      the curing or waiving of all such Events of Default that may have
      occurred:

                        (A)   the duties and obligations of the Institutional
            Trustee shall be determined solely by the express provisions of this
            Declaration and in the Securities and the Institutional Trustee
            shall not be liable except for the performance of such duties and
            obligations as are specifically set forth in this Declaration and in
            the Securities, and no implied covenants or obligations shall be
            read into this Declaration or the Securities against the
            Institutional Trustee; and

                        (B)   in the absence of bad faith on the part of the
            Institutional Trustee, the Institutional Trustee may conclusively
            rely, as to the truth of the statements and the correctness of the
            opinions expressed therein, upon any certificates or opinions
            furnished to the Institutional Trustee and conforming to the
            requirements of this Declaration; but in the case of any such
            certificates or opinions that by any provision hereof are
            specifically required to be furnished to the Institutional Trustee,
            the Institutional Trustee shall be under a duty to examine the same
            to determine whether or not they conform to the requirements of this
            Declaration;

                  (ii)  the Institutional Trustee shall not be liable for any
      error of 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;

                  (iii) 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 Preferred Securities relating to the time,
      method and place of conducting any proceeding for any remedy available to
      the Institutional Trustee, or exercising any trust or power conferred upon
      the Institutional Trustee under this Declaration;

                  (iv)  no provision of this Declaration shall require the
      Institutional Trustee to expend or risk its own funds or otherwise incur
      personal financial liability in the performance of any of its duties or in
      the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that the repayment of such funds or liability is not
      reasonably assured to it under the terms of this Declaration or indemnity
      reasonably satisfactory to the Institutional Trustee against such risk or
      liability is not reasonably assured to it; and

                  (v)   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

                                       21
<PAGE>

      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.

SECTION 3.12. Certain Rights of the Institutional Trustee.

            (a) Subject to the provisions of Section 3.11:

                  (i)   the Institutional Trustee may conclusively rely and
      shall be fully protected in acting or refraining from acting upon any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, direction, consent, order, 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;

                  (ii)  any direction or act of the Sponsor or the Regular
      Trustees contemplated by this Declaration shall be sufficiently evidenced
      by an Officer's Certificate;

                  (iii) whenever in the administration of this Declaration, the
      Institutional Trustee shall deem it desirable that a matter be proved or
      established before taking, 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, and, if the
      Trust is excluded from the definition of Investment Company solely by
      means of Rule 3a-5, subject to the requirements of Rule 3a-5, request and
      conclusively rely upon an Officer's Certificate, which, upon receipt of
      such request, shall be promptly delivered by the Sponsor or the Regular
      Trustees;

                  (iv)  the Institutional Trustee may consult with counsel or
      other experts of its selection and the advice or opinion of such counsel
      and experts with respect to legal matters or advice within the scope of
      such experts' area of expertise 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 accordance with such advice or opinion,
      such counsel may be counsel to the Sponsor or any of its Affiliates, and
      may include any of its employees. 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;

                  (v)   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 Holder, unless such Holder shall have
      provided to the Institutional Trustee security and indemnity, reasonably
      satisfactory to the Institutional Trustee, against the costs, expenses
      (including attorneys' fees and expenses and the expenses of the
      Institutional Trustee's agents, nominees or custodians) and liabilities
      that might be incurred by it in complying with such request or direction,
      including such reasonable advances as may be requested by the
      Institutional Trustee provided, that, nothing contained in this Section
      3.12(a)(v) shall be taken to relieve the Institutional Trustee, upon the
      occurrence of an Event of Default, of its obligation to exercise the
      rights and powers vested in it by this Declaration;

                                       22
<PAGE>

                  (vi)  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,
      direction, consent, order, bond, debenture, note, other evidence of
      indebtedness or other paper or document, but the Institutional Trustee, in
      its discretion, may make such further inquiry or investigation into such
      facts or matters as it may see fit;

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

                  (viii) any action taken by the Institutional Trustee or its
      agents hereunder shall bind the Trust and the Holders, 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

                  (ix)  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 Securities which instructions may only be given by the
      Holders of the same proportion in liquidation amount of the Securities as
      would be entitled to direct the Institutional Trustee under the terms of
      the 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 protected in
      conclusively relying on, or acting in accordance with, such instructions.

            (b) 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 3.13. Delaware Trustee.

            Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Trustees (except as required under the Delaware Statutory Trust Act if such
duties and responsibilities have not otherwise been altered hereunder) described
in this Declaration. Except as set forth in Section 5.2, the Delaware Trustee
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Delaware Statutory Trust Act.

                                       23
<PAGE>

SECTION 3.14. Execution of Documents.

            Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Delaware Statutory Trust Act with respect to the
Certificate of Trust or otherwise provided herein, any Regular Trustee is
authorized to execute on behalf of the Trust any documents that the Regular
Trustees have the power and authority to execute pursuant to this Declaration.

SECTION 3.15. Not Responsible for Recitals or Issuance of Securities.

            The recitals contained in this Declaration and the Securities shall
be taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the 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 3.16. Duration of Trust.

            The Trust, unless terminated pursuant to the provisions of Article
VIII hereof, shall have existence for fifty-five (55) years from the Closing
Date.

SECTION 3.17. 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 body, except as
described in Section 3.17(b) and (c).

            (b) The Trust may, with the consent of the Regular Trustees or, if
there are more than two, a majority of the Regular Trustees and without the
consent of the Holders of the Securities, the Delaware Trustee or the
Institutional Trustee, consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its property and assets substantially
as an entirety to, a trust organized as such under the laws of any state;
provided that:

                  (i)   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 long as the Successor Securities rank the
            same as the Securities rank with respect to Distributions and
            payments upon liquidation, redemption and otherwise;

                  (ii)  the Debenture Issuer expressly acknowledges a trustee of
      the Successor Entity that possesses the same powers and duties as the
      Institutional Trustee as the holder of the Debentures;

                                       24
<PAGE>

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

                  (iv)  such merger, consolidation, amalgamation, replacement,
      conveyance, transfer or lease does not cause the Preferred Securities
      (including any Successor Securities) to be downgraded by any nationally
      recognized statistical rating organization;

                  (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 new entity);

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

                  (vii) prior to such merger, consolidation, amalgamation,
      replacement, conveyance, transfer or lease, the Sponsor has received an
      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'
            interest in the new 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; and

                  (viii) the Sponsor guarantees the obligations of such
      Successor Entity under the Successor Securities at least to the extent
      provided by the Preferred Securities Guarantee and the Common Securities
      Guarantee.

            (c) Notwithstanding Section 3.17(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 substantially as an entirety to any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it, if in the opinion of a nationally recognized independent
tax counsel experienced in such matters, such consolidation, amalgamation,
merger, replacement, conveyance, transfer or lease would cause the Trust or the
Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.

                                       25
<PAGE>

                                   ARTICLE IV

                                    SPONSOR

SECTION 4.1. 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 Preferred Securities are sold.

SECTION 4.2. Responsibilities of the Sponsor.

            In connection with the issue and sale of the Preferred Securities,
the Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

            (a) at the sole discretion of the Sponsor, to prepare for filing by
the Trust with the Commission a registration statement on Form S-3 or on another
appropriate form, and a registration statement under Rule 462(b) of the
Securities Act, including any pre-effective or post-effective amendments
thereto, in relation to the Preferred Securities;

            (b) to determine the states in which to take appropriate action to
qualify or register for sale all or part of the Preferred 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;

            (c) at the sole discretion of the Sponsor, to prepare for filing by
the Trust an application to the New York Stock Exchange or any other national
stock exchange or the Nasdaq National Market for listing upon notice of issuance
of any Preferred Securities; and

            (d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the Preferred
Securities under Section 12(b) or 12(g) of the Exchange Act, including any
amendments thereto, if the Sponsor in its sole discretion determines that such a
filing is necessary or appropriate; and

            (e) to negotiate the terms of the Underwriting Agreement providing
for the sale of the Preferred Securities.

SECTION 4.3. Right to Proceed.

            The Sponsor acknowledges the rights of the Holders to institute a
Direct Action as set forth in Section 3.10(e) hereto.

                                       26
<PAGE>

                                   ARTICLE V

                                    TRUSTEES

SECTION 5.1. Number of Trustees.

            The number of Trustees initially shall be five (5), and:

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

            (b) after the issuance of any Securities, the number of Trustees may
be increased or decreased only by, and Trustees may be approved, removed or
replaced only by, the vote of the Holders of a Majority in liquidation amount of
the Common Securities voting as a class at a meeting of the Holders of the
Common Securities; provided, however, that, the number of Trustees shall in no
event be less than two (2); provided further, that (1) one Trustee, in the case
of a natural person, shall be a person who is a resident of the State of
Delaware or that, if not a natural person, is an entity which has its principal
place of business in the State of Delaware; (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with the Sponsor (a
"Regular Trustee"); and (3) one Trustee shall be the Institutional Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it
meets the applicable requirements.

SECTION 5.2. Delaware Trustee.

            If required by the Delaware 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 has its principal place
of business in the State of Delaware, and otherwise meets the requirements of
applicable law,

provided that, if the Institutional Trustee has its principal place of business
in the State of Delaware and otherwise meets the requirements of applicable law,
then the Institutional Trustee shall also be the Delaware Trustee and Section
3.13 shall have no application.

            The initial Delaware Trustee shall be Chase Manhattan Bank USA,
National Association.

SECTION 5.3. Institutional Trustee; Eligibility.

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

                  (i)   not be an Affiliate of the Sponsor; and

                                       27
<PAGE>

                  (ii)  be a corporation organized and doing business under the
      laws of the United States of America or any state or territory thereof or
      of the District of Columbia, or a corporation or Person permitted by the
      Commission to act as an institutional trustee under the Trust Indenture
      Act, 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, territorial or District of Columbia authority. If such corporation
      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 5.3(a)(ii), the combined
      capital and surplus of such corporation 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 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in Section
5.7(c).

            (c) If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Institutional Trustee and the Holder of the Common Securities
(as if it were the obligor referred to in Section 310(b) of the Trust Indenture
Act) shall in all respects comply with the provisions of Section 310(b) of the
Trust Indenture Act.

            (d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

            (e) The initial Institutional Trustee shall be J.P. Morgan Trust
Company, National Association.

            (f) Any action taken by Holders of Common Securities pursuant to
this Article V shall be taken at a meeting of Holders of Common Securities
convened for such purpose or by written consent as provided in Section 12.2.

            (g) No amendment may be made to this Article V that would change any
right with respect to the number, existence or appointment and removal of
Trustees, except with the consent of each Holder of Common Securities.

SECTION 5.4. Certain Qualifications of Regular Trustees and Delaware Trustee
Generally.

            Each Regular Trustee and the Delaware Trustee (unless the
Institutional Trustee also acts as Delaware Trustee) shall be 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 5.5. Regular Trustees.

            The initial Regular Trustees shall be Raymond D. Fortin, Gary
Peacock, Jr., and Robert J. Williams, Jr.

                                       28
<PAGE>

            (a) Except as expressly set forth in this Declaration and except if
a meeting of the Regular Trustees is called with respect to any matter over
which the Regular Trustees have power to act, any power of the Regular Trustees
may be exercised by, or with the consent of, any one of such Regular Trustees.

            (b) Unless otherwise determined by the Regular Trustees, and except
as otherwise required by the Delaware Statutory Trust Act or applicable law, any
Regular Trustee is authorized to execute on behalf of the Trust any documents
which the Regular Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.8.

            (c) A Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section 3.8.

SECTION 5.6. [Reserved].

SECTION 5.7. Appointment, Removal and Resignation of Trustees.

            (a) Subject to Section 5.7(b), Trustees may be appointed or removed
without cause at any time except during an event of default:

                  (i)   until the issuance of any Securities, by written
      instrument executed by the Sponsor; and

                  (ii)  after the issuance of any Securities, by vote of the
      Holders of a Majority in liquidation amount of the Common Securities
      voting as a class at a meeting of the Holders of the Common Securities.

            (b) (i) The Trustee that acts as Institutional Trustee shall not be
removed in accordance with Section 5.7(a) until a Successor Institutional
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Institutional Trustee and delivered to the
Regular Trustees, the Sponsor and the Institutional Trustee being removed; and

                  (ii)  the Trustee that acts as Delaware Trustee shall not be
            removed in accordance with Section 5.7(a) until a successor Trustee
            possessing the qualifications to act as Delaware Trustee under
            Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been
            appointed and has accepted such appointment by written instrument
            executed by such Successor Delaware Trustee and delivered to the
            Regular Trustees, the Sponsor and the Delaware Trustee being
            removed.

            (c) A Trustee appointed to office shall hold office until his or her
successor shall have been appointed or until his or her death, removal or
resignation. Any Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing signed by the Trustee and
delivered to the Sponsor and the Trust, which resignation shall take effect upon
such delivery or upon such later date as is specified therein; provided,
however, that:

                                       29
<PAGE>

                  (i)   No such resignation of the Trustee that acts as the
      Institutional Trustee shall be effective:

                        (A)   until a Successor Institutional Trustee has been
            appointed and has accepted such appointment by instrument executed
            by such Successor Institutional Trustee and delivered to the Trust,
            the Sponsor and the resigning Institutional Trustee; or

                        (B)   if the Trust is excluded from the definition of an
            Investment Company solely by reason of Rule 3a-5, until the assets
            of the Trust have been completely liquidated and the proceeds
            thereof distributed to the holders of the Securities; and

                  (ii)  no such resignation of the Trustee that acts as the
      Delaware Trustee shall be effective until a Successor Delaware Trustee has
      been appointed and has accepted such appointment by instrument executed by
      such Successor Delaware Trustee and delivered to the Trust, the Sponsor
      and the resigning Delaware Trustee.

            (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
Institutional Trustee as the case may be if the Institutional Trustee or the
Delaware Trustee delivers an instrument of resignation in accordance with this
Section 5.7.

            (e) If no Successor Institutional Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.7 within 60 days after delivery of an instrument of resignation or
removal, the Institutional Trustee or Delaware Trustee resigning or being
removed, as applicable, may petition any court of competent jurisdiction for
appointment of a Successor Institutional Trustee or Successor Delaware Trustee.
Such court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Institutional Trustee or Successor Delaware Trustee,
as the case may be.

            (f) The Sponsor shall provide notice to the Institutional Trustee of
any resignation or removal of a Regular Trustee.

SECTION 5.8. Vacancies among Trustees.

            If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.7.

SECTION 5.9. Effect of Vacancies.

            The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee, or any one of them, shall not operate

                                       30
<PAGE>

to annul the Trust. Whenever a vacancy in the number of Regular Trustees shall
occur, until such vacancy is filled by the appointment of a Regular Trustee in
accordance with Section 5.7, the Regular Trustees in office, regardless of their
number, shall have all the powers granted to the Regular Trustees and shall
discharge all the duties imposed upon the Regular Trustees by this Declaration.

SECTION 5.10. Meetings.

            If there is more than one Regular Trustee, meetings of the Regular
Trustees may be held from time to time upon the call of any Regular Trustee.
Regular meetings of the Regular Trustees may be held at a time and place fixed
by resolution of the Regular Trustees. Notice of any in-person meeting of the
Regular Trustees 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 Regular
Trustees 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 Regular Trustee at a meeting shall constitute a
waiver of notice of such meeting except where a Regular Trustee 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 Regular Trustees may
be taken at a meeting by vote of a majority of the Regular Trustees present
(whether in person or by telephone) and eligible to vote with respect to such
matter, provided that a Quorum is present, or without a meeting by the unanimous
written consent of the Regular Trustees. Notwithstanding the foregoing, any
action which may be taken at a meeting of the Regular Trustees (or a committee
thereof) may be taken pursuant to a unanimous written consent of the Regular
Trustees (or committee thereof), the execution of such consent to be deemed a
waiver by such Regular Trustee of any prior notice required in connection with
such action. In the event there is only one Regular Trustee, any and all action
of such Regular Trustee shall be evidenced by a written consent of such Regular
Trustee.

SECTION 5.11. Delegation of Power.

            (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
3.8, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

            (b) The Regular Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Regular Trustees or otherwise as the Regular 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 5.12. Merger, Conversion, Consolidation or Succession to Business.

                  Any corporation into which the Institutional Trustee or the
Delaware Trustee, as the case may be, may be merged or converted or with which
either may be consolidated, or any

                                       31
<PAGE>

corporation 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 corporation 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, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.

SECTION 5.13. Appointment of Authenticating Agent.

            The Institutional Trustee may appoint an Authenticating Agent or
Agents, which may include any Affiliate of the Sponsor, with respect to the
Securities which shall be authorized to act on behalf of the Institutional
Trustee to authenticate the Securities issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 9.2, and Securities so authenticated shall be entitled to the benefits
of this Declaration and shall be valid and obligatory for all purposes as if
authenticated by the Institutional Trustee hereunder. Wherever reference is made
in this Declaration to the authentication and delivery of the Securities by the
Institutional Trustee or the Institutional Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Institutional Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Sponsor and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, or of any state or territory or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Institutional Trustee or the Authenticating
Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Institutional Trustee and to the Sponsor. The
Institutional Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the
Sponsor. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Institutional Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Sponsor and shall give notice of such appointment in the manner provided in

                                       32
<PAGE>

Section 14.1 to all holders of Securities. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provision of this Section.

            The Sponsor agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

            If an appointment is made pursuant to this Section, the Securities
may have endorsed thereon, in addition to the Institutional Trustee's
certificate of authentication, an alternative certificate of authentication in
the following form:

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

Dated:

                                    _____________________________________
                                    As Institutional Trustee

                                    By:__________________________________
                                       As Authenticating Agent

                                    By:__________________________________
                                       Authorized Officer

                                   ARTICLE VI

                                 DISTRIBUTIONS

SECTION 6.1. Distributions.

            Holders shall receive Distributions (as defined herein), redemption
payments and liquidation distributions in accordance with the applicable terms
of the relevant Holder's Securities. Distributions shall be made on the
Preferred 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 Compounded Interest (as
defined in the Indenture) and Additional Sums (as defined in the Indenture)),
premium 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 for that
purpose, to make or cause to be made a distribution (a "Distribution") of the
Payment Amount to Holders.

                                       33
<PAGE>

                                  ARTICLE VII

                             ISSUANCE OF SECURITIES

SECTION 7.1. General Provisions Regarding Securities.

            (a) The Regular Trustees shall on behalf of the Trust issue one
class of preferred securities representing, in fully registered form, beneficial
ownership interests in the assets of the Trust having such terms as are set
forth in Annex I (the "Preferred Securities") and one class of common securities
representing beneficial ownership interests in the assets of the Trust 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 Preferred Securities and the Common Securities.

            (b) The Certificates shall be signed on behalf of the Trust by a
Regular Trustee. Such signature shall be the manual or facsimile signature of
any present or any future Regular Trustee. Typographical and other minor errors
or defects in any such reproduction of any such signature shall not affect the
validity of any Certificate. In case any Regular Trustee of the Trust who shall
have signed (either by manual or facsimile signature) any of the Securities
shall cease to be such Regular Trustee 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 Regular
Trustee; and any Certificate may be signed on behalf of the Trust by such
persons who, at the actual date of execution of such Security, shall be the
Regular Trustees of the Trust, although at the date of the execution and
delivery of this Declaration any such person was not such a Regular Trustee.
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Regular Trustees, as
evidenced by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements as
the Regular Trustees may deem appropriate, or as may be required to comply with
any law or with any rule or regulation of any stock exchange on which Securities
may be listed, or to conform to usage.

            (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.

            (e) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner 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.

SECTION 7.2. Execution and Delivery of Securities Certificates.

            At the time of delivery of the Securities, the Regular Trustees
shall cause Certificates to be authenticated by the Institutional Trustee on
behalf of the Trust and delivered to or upon the

                                       34
<PAGE>

written order of the Trust, signed by a Regular Trustee without further
corporate action by the Sponsor, in authorized denominations.

            A 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 Security has been authenticated under this
Declaration. The Institutional Trustee's certificates of authentication shall be
substantially in the form set forth in Exhibits A-1 and A-2.

SECTION 7.3. Paying Agent.

            The Paying Agent shall make Distributions to Holders from the
Property Account and shall report the amounts of such Distributions to the
Institutional Trustee and the Regular Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Property Account for the purpose of
making the Distributions referred to above. The Institutional Trustee may revoke
such power and remove the Paying Agent in its sole discretion. The Paying Agent
shall initially be J.P. Morgan Trust Company, National Association, and any
co-paying agent chosen by J.P. Morgan Trust Company, National Association, and
reasonably acceptable to the Regular Trustees. Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Regular Trustees and the Institutional Trustee. In the event that J.P. Morgan
Trust Company, National Association shall no longer be the Paying Agent or a
successor Paying Agent shall resign or its authority to act be revoked, the
Institutional Trustee shall appoint a successor that is reasonably acceptable to
the Regular Trustees to act as Paying Agent (which shall be a bank or trust
company). Such successor Paying Agent or any additional Paying Agent shall
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Holders in trust for the benefit of
the Holders entitled thereto until such sums shall be paid to such Holders, will
give the Institutional Trustee notice of any default by the Trust (or any other
obligor on the Securities) in the making of any payment on the Securities and
will, at any time during the continuance of any such default, upon the written
request of the Institutional Trustee, forthwith pay to the Institutional Trustee
all sums so held in trust by such Paying Agent. The Paying Agent shall return
all unclaimed funds to the Institutional Trustee and upon removal of a Paying
Agent such Paying Agent shall also return all funds in its possession to the
Institutional Trustee. The provisions of Sections 3.10, 3.11 and 10.4 herein
shall also apply to J.P. Morgan Trust Company, National Association in its role
as Paying Agent, for so long as J.P. Morgan Trust Company, National Association
shall act as Paying Agent and, to the extent applicable, to any other Paying
Agent appointed hereunder. Any reference in this Declaration to the Paying Agent
shall include any co-paying agent unless the context requires otherwise.

                                       35
<PAGE>

                                  ARTICLE VIII

                              DISSOLUTION OF TRUST

SECTION 8.1. Dissolution of Trust.

            (a) The Trust shall dissolve upon the earliest of (each, a
"Dissolution Event"):

                  (i)   _______, ___;

                  (ii)  the bankruptcy of the Sponsor;

                  (iii) the filing of a certificate of dissolution or its
      equivalent with respect to the Sponsor; the filing of a certificate of
      cancellation with respect to the Trust after having obtained the consent
      of a Majority in liquidation amount of the Securities affected thereby
      voting together as a single class to file such certificate of
      cancellation, or the revocation of the Sponsor's charter and the
      expiration of 90 days after the date of revocation without a reinstatement
      thereof;

                  (iv)  the liquidation of the Trust in accordance with the
      terms of the Securities and the distribution of all of the Debentures
      endorsed thereon in exchange for all of the Securities;

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

                  (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 Regular Trustees and the Sponsor.

            (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), any one Regular Trustee shall file a certificate
of cancellation with the Secretary of State of the State of Delaware and the
Trust shall terminate.

            (c) The provisions of Section 3.10 and Article X shall survive the
dissolution of the Trust.

                                       36
<PAGE>

                                   ARTICLE IX

                              TRANSFER OF INTERESTS

SECTION 9.1. Transfer of Securities.

            (a) 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 Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

            (b) Subject to this Article IX, Preferred Securities shall be freely
transferable.

            (c) Subject to this Article IX, the Debenture Issuer and any
Affiliate may only transfer Common Securities to an Affiliate; provided that any
such transfer shall be subject to the condition that the transferor shall have
obtained (1) either a ruling from the Internal Revenue Service or an unqualified
written opinion addressed to the Trust and delivered to the Trustees of a
nationally recognized independent tax counsel experienced in such matters to the
effect that such transfer will not (i) cause the Trust to be treated as issuing
a class of interests in the Trust differing from the class of interests
represented by the Common Securities originally issued to the Debenture Issuer,
(ii) result in the Trust's acquiring or disposing of, or being deemed to have
acquired or disposed of, an asset, or (iii) result in or cause the Trust to be
treated as anything other than a grantor trust for United States federal income
tax purposes and (2) an unqualified written opinion addressed to the Trust and
delivered to the Trustees of a nationally recognized independent counsel
experienced in such matters that such transfer will not cause the Trust to be an
Investment Company or controlled by an Investment Company.

SECTION 9.2. Transfer of Certificates.

            The Institutional Trustee shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 9.9, a register or registers for
the purpose of registering Certificates and transfers and exchanges of Preferred
Securities Certificates (the "Securities Register") in which, the registrar
designated by the Institutional Trustee (the "Securities Registrar") with the
reasonable consent of the Regular Trustees, subject to such reasonable
regulations as it may prescribe, shall provide for the registration of Preferred
Securities Certificates and Common Securities Certificates (subject to Section
9.1(c) in the case of the Common Securities Certificates) and registration of
transfers and exchanges of Preferred Securities Certificates, which will be
effected without charge to the Holders as herein provided. J.P. Morgan Trust
Company, National Association shall be the initial Securities Registrar.

            Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
9.9, the Regular Trustees or any one of them shall execute, and the
Institutional Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Preferred Securities
Certificates in authorized denominations of a like aggregate liquidation amount
dated the date of such authentication.

                                       37
<PAGE>

            The Preferred Securities Certificates shall be dated the date of
their authentication.

            The Securities Registrar shall not be required to register the
transfer of (i) any Preferred Securities beginning at the opening of business 15
days before the day of mailing of a notice of redemption and ending at the close
of business on the day of such mailing or (ii) any Preferred Securities selected
for redemption except the unredeemed portion of any Preferred Security being
redeemed in part. At the option of a Holder, Preferred Securities Certificates
may be exchanged for other Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate liquidation amount upon
surrender of the Preferred Securities Certificates to be exchanged at the office
or agency maintained pursuant to Section 9.9.

            Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Securities Registrar duly
executed by the Holder or his or her attorney duly authorized in writing. Each
Preferred Securities Certificate surrendered for registration of transfer or
exchange shall be cancelled and subsequently disposed of by the Institutional
Trustee in accordance with its customary practice.

            No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.

            The provisions of Sections 3.10, 3.11 and 10.4 herein shall also
apply to J.P. Morgan Trust Company, National Association in its role as
Securities Registrar, for so long as J.P. Morgan Trust Company, National
Association shall act as Securities Registrar.

SECTION 9.3. Deemed Security Holders.

            The Trustees and the Securities 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 Trustees or the Securities Registrar shall have actual or other
notice thereof.

SECTION 9.4. Book-Entry Interests.

            Unless otherwise specified in the terms of the Preferred Securities,
the Preferred Securities Certificates, on original issuance, will be issued in
the form of one or more, fully registered, global Preferred Security
Certificates (each a "Global Certificate"), to be delivered to DTC, the initial
Clearing Agency, or its custodian, by, or on behalf of, the Trust. Such Global
Certificates shall initially be registered on the books and records of the Trust
in the name of Cede & Co., the nominee of DTC, and no Preferred Security
Beneficial Owner will receive a definitive Preferred Security Certificate
representing such Preferred Security Beneficial Owner's interests in

                                       38
<PAGE>

such Global Certificates, except as provided in Section 9.7. Unless and until
definitive, fully registered Preferred Security Certificates (the "Definitive
Preferred Security Certificates") have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7:

            (a) the provisions of this Section 9.4 shall be in full force and
effect;

            (b) the Trust, the Trustees, the Securities Registrar and the Paying
Agent shall be entitled to deal with the Clearing Agency for all purposes of
this Declaration (including the payment of Distributions on the Global
Certificates and receiving approvals, votes or consents hereunder) as the Holder
of the Preferred Securities and the sole holder of the Global Certificates and
shall have no obligation to the Preferred Security Beneficial Owners;

            (c) to the extent that the provisions of this Section 9.4 conflict
with any other provisions of this Declaration, the provisions of this Section
9.4 shall control; and

            (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants and the
Clearing Agency shall receive and transmit payments of Distributions on the
Global Certificates to such Clearing Agency Participants. DTC will make
book-entry transfers among the Clearing Agency Participants and receive and
transmit payments of Distributions on the Global Certificates to such Clearing
Agency Participants; provided, that solely for the purposes of determining
whether the Holders of the requisite amount of Preferred Securities have voted
on any matter provided for in this Declaration, so long as Definitive Preferred
Security Certificates have not been issued, the Trustees may conclusively rely
on, and shall be protected in relying on, any written instrument (including a
proxy) delivered to the Trustees by the Clearing Agency setting forth the
Preferred Security Beneficial Owners' votes or assigning the right to vote on
any matter to any other Persons either in whole or in part.

SECTION 9.5. Notices to Clearing Agency.

            Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7, the Trustees shall give all such
notices and communications specified herein to be given to the Preferred
Security Holders to the Clearing Agency and, with respect to any Preferred
Security Certificate registered in the name of a Clearing Agency or the nominee
of a Clearing Agency, the Trustees shall, except as set forth herein, have no
notice obligations to the Preferred Security Beneficial Owners.

SECTION 9.6. Appointment of Successor Clearing Agency.

            If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities or is no longer
able to properly discharge its functions, the Regular Trustees may, in their
sole discretion, appoint a successor Clearing Agency with respect to such
Preferred Securities.

                                       39
<PAGE>

SECTION 9.7. Definitive Preferred Security Certificates.

            If:

            (a) a Clearing Agency elects to discontinue its services or is no
longer able to properly discharge its functions as securities depositary with
respect to the Preferred Securities and a successor Clearing Agency is not
appointed within 90 days after such discontinuance or after the Regular Trustees
become aware of such inability pursuant to Section 9.6;

            (b) at any time the Clearing Agency ceases to be a clearing agency
registered under the Exchange Act;

            (c) the Regular Trustees elect after consultation with the Sponsor
to terminate the book-entry system through the Clearing Agency with respect to
the Preferred Securities; or

            (d) an Event of Default relative to the Debentures has occurred and
is continuing,

            then:

            (e) Definitive Preferred Security Certificates shall be prepared by
the Regular Trustees on behalf of the Trust with respect to such Preferred
Securities; and

            (f) upon surrender of the Global Certificates by the Clearing
Agency, accompanied by registration instructions, the Regular Trustees shall
cause Definitive Certificates to be delivered to Preferred Security Beneficial
Owners in accordance with the instructions of the Clearing Agency. Neither the
Trustees nor the Trust, or any agents thereof shall be liable for any delay in
delivery of such instructions and each of them may conclusively rely on and
shall be protected in relying on, said instructions of the Clearing Agency. The
Definitive Preferred Security Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Preferred
Securities may be listed, or to conform to usage.

SECTION 9.8. Mutilated, Destroyed, Lost or Stolen Certificates.

            If:

            (a) any mutilated Certificates should be surrendered to the
Institutional Trustee or the Securities Registrar or if the Institutional
Trustee or the Securities Registrar shall receive evidence to their satisfaction
of the destruction, loss or theft of any Certificate; and

            (b) there shall be delivered to the Institutional Trustee, the
Securities Registrar and the Regular Trustees such security or indemnity as may
be required by them to keep each of them harmless,

                                       40
<PAGE>

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute,
and upon any Regular Trustee's request, 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 9.8,
the Regular Trustees, Institutional Trustee or Securities Registrar 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 9.9. Maintenance of Office or Agency.

            The Institutional Trustee shall designate, with the consent of the
Regular Trustees, which consent shall not be unreasonably withheld, an office or
offices or agency or agencies where Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Securities may be served. The
Corporate Trust Office of J.P. Morgan Trust Company, National Association is
initially designated the office for such purpose. The Regular Trustees or the
Institutional Trustee shall give prompt written notice to the Sponsor and to the
Holders of any change in the location of the Securities Register or any such
office or agency.

                                   ARTICLE X

                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1. Liability.

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

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

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

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

            (c) Pursuant to Section 3803(a) of the Delaware Statutory Trust Act,
the Holders 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.

                                       41
<PAGE>

SECTION 10.2. 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 shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's negligence or willful
misconduct 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 10.3. [Reserved].

SECTION 10.4. Indemnification.

            (a) (i) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Sponsor 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 he is or was a Sponsor Indemnified Person against expenses (including
attorneys' fees and expenses), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he 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 his or her
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 Sponsor
Indemnified Person did not act in good faith and in a manner which he 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 his or her conduct was unlawful.

                  (ii)  The Debenture Issuer shall indemnify, to the full extent
      permitted by law, any Sponsor 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 he is or was a Sponsor Indemnified
      Person against expenses (including attorneys' fees and expenses) actually
      and reasonably incurred by him in connection with the defense or
      settlement of such action or suit if he acted in good faith and in a
      manner he 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

                                       42
<PAGE>

      claim, issue or matter as to which such Sponsor Indemnified Person shall
      have been adjudged to be liable to the Trust unless and only to the extent
      that the Court of Chancery of Delaware or the court in which such action
      or suit was brought shall determine upon application that, despite the
      adjudication of liability but in view of all the circumstances of the
      case, such person is fairly and reasonably entitled to indemnity for such
      expenses which such Court of Chancery or such other court shall deem
      proper.

                  (iii) Any indemnification under paragraphs (i) and (ii) of
      this Section 10.4(a) (unless ordered by a court) shall be made by the
      Debenture Issuer only as authorized in the specific case upon a
      determination that indemnification of the Sponsor Indemnified Person is
      proper in the circumstances because he has met the applicable standard of
      conduct set forth in paragraphs (i) and (ii). Such determination shall be
      made (1) by the Regular Trustees by a majority vote of a quorum consisting
      of such Regular Trustees who were not parties to such action, suit or
      proceeding, (2) if such a quorum is not obtainable, or, even if
      obtainable, if a quorum of disinterested Regular Trustees so directs, by
      independent legal counsel in a written opinion, or (3) by the Holder of
      the Common Securities.

                  (iv)  Expenses (including attorneys' fees and expenses)
      incurred by a Sponsor Indemnified Person in defending a civil, criminal,
      administrative or investigative action, suit or proceeding referred to in
      paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the
      Debenture Issuer in advance of the final disposition of such action, suit
      or proceeding upon receipt of an undertaking by or on behalf of such
      Sponsor Indemnified Person to repay such amount if it shall ultimately be
      determined that he is not entitled to be indemnified by the Debenture
      Issuer as authorized in this Section 10.4(a). Notwithstanding the
      foregoing, no advance shall be made by the Debenture Issuer if a
      determination is reasonably and promptly made (i) by the Regular Trustees
      by a majority vote of a quorum of disinterested Regular Trustees, (ii) if
      such a quorum is not obtainable, or, even if obtainable, if a quorum of
      disinterested Regular Trustees so directs, by independent legal counsel in
      a written opinion or (iii) the Common Security Holder of the Trust, that,
      based upon the facts known to the Regular Trustees, counsel or the Common
      Security Holder at the time such determination is made, such Sponsor
      Indemnified Person acted in bad faith or in a manner that such person did
      not believe to be in or not opposed to the best interests of the Trust,
      or, with respect to any criminal proceeding, that such Sponsor Indemnified
      Person believed or had reasonable cause to believe his or her conduct was
      unlawful. In no event shall any advance be made in instances where the
      Regular Trustees, independent legal counsel or Holder of the Common
      Securities reasonably determine that such person deliberately breached his
      or her duty to the Trust or its Common or Preferred Security Holders.

                  (v)   The indemnification and advancement of expenses provided
      by, or granted pursuant to, the other paragraphs of this Section 10.4(a)
      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
      Debenture Issuer or Preferred Security Holders of the Trust or otherwise,
      both as to action in his or her official capacity and as to action in
      another capacity while holding such office. All rights to indemnification
      under this Section 10.4(a) shall be deemed to be provided by a contract
      between the Debenture Issuer and each Sponsor Indemnified Person

                                       43
<PAGE>

      who serves in such capacity at any time while this Section 10.4(a) is in
      effect. Any repeal or modification of this Section 10.4(a) shall not
      affect any rights or obligations then existing.

                  (vi)  The Debenture Issuer or the Trust may purchase and
      maintain insurance on behalf of any person who is or was a Sponsor
      Indemnified Person against any liability asserted against him and incurred
      by him in any such capacity, or arising out of his or her status as such,
      whether or not the Debenture Issuer would have the power to indemnify him
      against such liability under the provisions of this Section 10.4(a).

                  (vii) For purposes of this Section 10.4(a), 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 10.4(a) with respect to
      the resulting or surviving entity as he would have with respect to such
      constituent entity if its separate existence had continued.

                  (viii) The indemnification and advancement of expenses
      provided by, or granted pursuant to, this Section 10.4(a) shall, unless
      otherwise provided when authorized or ratified, continue as to a person
      who has ceased to be a Sponsor Indemnified Person and shall inure to the
      benefit of the heirs, executors and administrators of such a person.

            (b) The Debenture Issuer agrees to indemnify the (i) Institutional
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Institutional
Trustee and the Delaware Trustee, and (iv) any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Institutional Trustee and the Delaware Trustee (each
of the Persons in (i) through (iv) being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any and all loss, damage, claim or expense including taxes (other than taxes
based on the income of such Fiduciary Indemnified Person) incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration or the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
itself against or investigating any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The provisions
of this Section 10.4(b) shall survive the satisfaction and discharge of this
Declaration or the resignation or removal of the Institutional Trustee or the
Delaware Trustee, as the case may be.

SECTION 10.5. Outside Businesses.

            Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee 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 the Covered Persons, the Sponsor,
the Delaware Trustee, or the Institutional Trustee shall be obligated to

                                       44
<PAGE>

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 10.6. Compensation; Fees.

            The Sponsor agrees:

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

            (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and 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 as may be attributable to their respective negligence or
bad faith.

                                   ARTICLE XI

                                   ACCOUNTING

SECTION 11.1. Fiscal Year.

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

SECTION 11.2. Certain Accounting Matters.

            (a) At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, 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. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books and records of the Trust,
together with a copy of this Declaration and a certified copy of the Certificate
of Trust, or any amendment thereto, shall at all times be maintained at the
principal office of the Trust and shall be open for inspection for any
examination by any Holder or its duly authorized representative for any purpose
reasonably related to its interest in the Trust during normal business hours.

                                       45
<PAGE>
            (b) The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any 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 Regular Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.

            (c) The Regular Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, 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 Regular Trustees on behalf of the Trust with any state or local taxing
authority, such returns to be filed as soon as practicable after the end of each
Fiscal Year of the Trust.

SECTION 11.3. Banking.

            The Trust shall maintain one or more bank accounts 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 shall
be designated by the Regular Trustees; provided, however, that the Institutional
Trustee shall designate the signatories for the Property Account.

SECTION 11.4. Withholding.

            The Trust, the Regular Trustees and the Paying Agent shall comply
with all withholding requirements under United States federal, state and local
law. The Trust shall request, and the Holders shall provide to the Trust, such
forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations and forms as
shall reasonably be requested by the Trust to assist it in determining the
extent of, and in fulfilling, its withholding obligations. The Regular Trustees
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 Trust 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 in the amount of the withholding to the
Holder. In the event of any claimed over-withholding, 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 Trust may reduce
subsequent Distributions by the amount of such withholding.

                                       46
<PAGE>

                                  ARTICLE XII

                             AMENDMENTS AND MEETINGS

SECTION 12.1. Amendments.

            (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may be amended only by a
written instrument approved and executed by the Regular Trustees (or, if there
are more than two Regular Trustees a majority of the Regular Trustees); and

                  (i)   if the amendment affects the rights, powers, duties,
      obligations or immunities of the Institutional Trustee, also by the
      Institutional Trustee; and

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

            (b)   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 Officer's 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

                  (ii)  to the extent the result of such amendment would be to:

                        (A)   cause the Trust to fail to continue 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; or

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

            (c) at such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only with
such additional requirements as may be set forth in the terms of such
Securities;

                                       47
<PAGE>

            (d) Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities;

            (e) Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities;

            (f) the rights of the holders of the Common Securities under Article
V 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 Common Securities; and

            (g) notwithstanding Section 12.1(c), this Declaration may be amended
without the consent of the Holders of the 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 or to make any other provisions with respect to matters or
      questions arising under this Declaration, which shall not be inconsistent
      with other provisions of this Declaration;

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

                  (iv)  conform to any change in Rule 3a-5 or written change in
      interpretation or application of Rule 3a-5 by any legislative body, court,
      government agency or regulatory authority, which amendment does not have a
      material adverse effect on the right, preferences or privileges of the
      Holders; and

                  (v)   modify, eliminate or add to any provisions of this
      Declaration to such extent as shall be necessary to ensure that the Trust
      will be classified for United States federal income tax purposes as a
      grantor trust at all times that any Securities are outstanding or to
      ensure that the Trust will not be required to register as an investment
      company under the Investment Company Act.

SECTION 12.2. Meetings of the Holders; Action by Written Consent.

            (a) Meetings of the Holders of any class of Securities may be called
at any time by the Regular Trustees (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 Preferred
Securities are listed or admitted for trading. The Regular Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of at
least 10% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more notices in a
writing stating that the signing Holders of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Security Certificates held by the Holders of Securities exercising the right to
call a meeting and only those Securities specified shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

                                       48
<PAGE>

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

                  (i)   notice of any such meeting shall be given to each
      Trustee and all the Holders of Securities having a right to vote thereat
      at least seven days and not more than 60 days before the date of such
      meeting. Whenever a vote, consent or approval of the Holders of Securities
      is permitted or required under this Declaration or the rules of any stock
      exchange on which the Preferred Securities are listed or admitted for
      trading, such vote, consent or approval may be given at a meeting of the
      Holders of Securities. Any action that may be taken at a meeting of the
      Holders of Securities may be taken without a meeting if a consent in
      writing setting forth the action so taken is signed by the Holders of
      Securities owning not less than the minimum amount of Securities in
      liquidation amount that would be necessary to authorize or take such
      action at a meeting at which all Holders of 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 Securities
      entitled to vote who have not consented in writing. The Regular Trustees
      may specify that any written ballot submitted to the Security Holder for
      the purpose of taking any action without a meeting shall be returned to
      the Trust within the time specified by the Regular Trustees;

                  (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
      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;

                  (iii) each meeting of the Holders of the Securities shall be
      conducted by the Regular Trustees or by such other Person that the Regular
      Trustees may designate; and

                  (iv)  unless the Delaware 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 Preferred Securities are
      then listed or trading, otherwise provides, the Regular Trustees, in their
      sole discretion, shall establish all other provisions relating to meetings
      of Holders of Securities, including notice of the time, place or purpose
      of any meeting at which any matter is to be voted on by any Holders of
      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.

                                       49
<PAGE>

                                  ARTICLE XIII

                        REPRESENTATIONS AND WARRANTIES OF
                   INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1. Representations and Warranties of the 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 national banking association with
trust powers and authority under the laws of the United States to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration;

            (b) the execution, delivery and performance by the Institutional
Trustee of this Declaration has been duly authorized by all necessary corporate
action on the part of the Institutional Trustee. This Declaration has been duly
executed and delivered by the Institutional Trustee, and it 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 the enforcement of such remedies
is considered in a proceeding in equity or at law);

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

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

            (e) it satisfies the qualifications set forth in Section 5.3.

SECTION 13.2. Representations and Warranties of the 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) the Delaware Trustee is a national banking association with
trust powers and authority under the laws of the United States to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration;

                                       50
<PAGE>

            (b) the Delaware Trustee has authorized the performance of its
obligations under the Certificate of Trust and this Declaration. This
Declaration under Delaware law 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 the
enforcement of such remedies is considered in a proceeding in equity or at law);

            (c) no consent, approval or authorization of, or registration with
or notice to, any Delaware banking authority is required for the execution,
delivery or performance by the Delaware Trustee, of this Declaration;

            (d) the Delaware Trustee is a natural person who is a resident of
the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware; and

            (e) it satisfies the qualifications set forth in Section 5.2.

                                   ARTICLE XIV

                                  MISCELLANEOUS

SECTION 14.1. Notices.

            All notices provided for in this Declaration shall be in writing,
duly signed by the party giving such notice, and shall be delivered, faxed or
mailed by first class mail, as follows:

            (a) if given to the Trust, in care of the Regular Trustees 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 and the Institutional Trustee):

                  SunTrust Capital ___
                  c/o SunTrust Banks, Inc.
                  303 Peachtree Street, N.E.
                  Atlanta, Georgia 30308-3201
                  Attention: Treasurer
                  Fax: (404) 724-3749

            (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 Christina Rd. 3/OPS 4
                  Newark, DE 19713
                  Attention: Institutional Trust Services
                  Fax: (302) 552-6280

                                       51
<PAGE>

            (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):

                  J.P. Morgan Trust Company, National Association
                  c/o J.P. Morgan Institutional Trust Services
                  227 West Monroe St., Suite 2600
                  Chicago, Illinois 60606
                  Attention: Corporate Trust Administration
                  Fax: (312) 267-5210

            (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 to the Trust):

                  SunTrust Banks, Inc.
                  303 Peachtree Street, N.E.
                  Atlanta, Georgia 30308-3201
                  Attention: Treasurer
                  Fax: (404) 724-3749

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

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

SECTION 14.2. Governing Law.

            This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

SECTION 14.3. 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 and
not as an association taxable as a corporation or partnership. The provisions of
this Declaration shall be interpreted to further this intention of the parties.

                                       52
<PAGE>

SECTION 14.4. 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 14.5. Successors and Assigns.

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

SECTION 14.6. 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 14.7. 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 to one 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.

            IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                             ---------------------------------------------
                             Raymond D. Fortin, as Regular Trustee

                             ---------------------------------------------
                             Gary Peacock, Jr, as Regular Trustee

                             ---------------------------------------------
                             Robert J. Williams, Jr., as Regular Trustee

                                       53
<PAGE>

                             CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                             as Delaware Trustee

                             By:__________________________________
                                Name:
                                Title:

                             J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                             as Institutional Trustee

                             By:__________________________________
                                Name:
                                Title:

                             SUNTRUST BANKS, INC.,
                             as Sponsor

                             By:__________________________________

                                       54
<PAGE>

                                     ANNEX I

                                    TERMS OF
                         FIXED RATE PREFERRED SECURITIES
                          FIXED RATE COMMON SECURITIES

            Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of _______, 200_ (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred 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 or, if not defined in such
Declaration, as defined in the Prospectus referred to below):

            1.    Designation and Number.

            (a) Preferred Securities. Preferred Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust of
_________________________ (______________) and a liquidation amount with respect
to the assets of the Trust of $_____ per preferred security, are hereby
designated for the purposes of identification only as "____ Trust Preferred
Securities" (the "Preferred Securities"). The Preferred Security Certificates
evidencing the Preferred 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 Preferred Securities
are listed.

            (b) Common Securities. Common Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust of
___________________ ($________________) and a liquidation amount with respect to
the assets of the Trust of $__ per common security, are hereby designated for
the purposes of identification only as "_____ Common Securities" (the "Common
Securities"). The Common Security Certificates evidencing the Common Securities
shall be 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.

            2.    Distributions.

            (a) Each Security will be entitled to receive cumulative cash
distributions payable at the rate of ___% per annum applied to the stated
liquidation amount of $__ per Security. Distributions in arrears for more than
one quarterly period will bear interest thereon at the rate of ___% per annum
compounded quarterly (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest payable 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
available therefor.

            "Distribution Period" means each period beginning on, and including,
_______, 200_, and ending on, but excluding, the first Distribution Date (as
defined below), and each successive

<PAGE>

period beginning on, and including, a Distribution Date and ending on, but
excluding, the next succeeding Distribution Date.

            (b) Unless otherwise provided by the Institutional Trustee, the
Paying Agent will calculate the amount of distributions payable in respect of
each Distribution Period (the "Distribution Amount"). The Distribution Amount
shall be calculated by (i) applying the distribution rate of ____% the
liquidation amount of each Security outstanding at the commencement of the
Distribution Period, and (ii) on the basis of a 360-day year consisting of
twelve 30-day months and rounding the resulting figure to the nearest cent (with
one-half cent or more being rounded upwards). The amount of distributions
payable for any partial Distribution Period will be computed on the basis of the
actual number of days elapsed during any such 30-day month. The determination of
the Distribution Amount by the Paying Agent will (in the absence of willful
default, bad faith or manifest error) be final, conclusive and binding on all
concerned.

            (c) All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions relating to the payment and calculation of
Distributions on the Securities, whether by the Institutional Trustee or Paying
Agent, will (in the absence of willful default, bad faith or manifest error) be
binding on the Trust, the Sponsor, the Trustees and all of the holders of the
Preferred Securities, and no liability will (in the absence of willful default,
bad faith or manifest error) attach to the Institutional Trustee or Paying Agent
in connection with the exercise or non-exercise by any of them of their powers,
duties and discretion.

            (d) Distributions on the Securities will be cumulative, will accrue
from _______, _____, and will be payable quarterly in arrears, on ____________,
_______________, _________ and _________ of each year, commencing on
_____________, _____, except as otherwise described below. The Debenture Issuer
has the right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 20 consecutive quarterly periods (each an "Extension
Period"), during which Extension Period no interest shall be due and payable on
the Debentures, provided that no Extension Period shall end on a day other than
an interest payment date for the Debentures or shall extend beyond the date of
maturity of the Debentures. As a consequence of any Extension Period,
Distributions will also be deferred. During any Extension Period, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at a rate of ___% per annum compounded quarterly
during any such Extension Period. At the end of the Extension Period, all
accrued and unpaid Distributions (but only to the extent payments are made in
respect of the Debentures held by the Institutional Trustee and to the extent
the Institutional Trustee has funds available therefor) will be payable to the
Holders of the Securities in whose names the Securities are registered in the
Security Register on the record date relating to the Distribution Date on which
the Extension Period ends. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period together
with all such previous and further extensions within such Extension Period may
not exceed 20 consecutive quarterly periods or extend beyond the maturity date
of the Debentures. Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the above requirements.

                                      A-2
<PAGE>

            (e) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the relevant
record dates. While the Preferred Securities remain in book-entry only form, the
relevant record dates shall be the close of business on the Business Day next
preceding the relevant payment dates. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in respect
of the Preferred Securities will be made as described under the heading
"Description of the Preferred Securities -- Payment of Distributions" in the
Prospectus Supplement dated _______, 200_ to the Prospectus dated _______, 200_
(together, the "Prospectus"), of the Trust included in the Registration
Statement on Form S-3 of the Sponsor, the Trust and certain other statutory
trusts. The relevant record dates for the Common Securities shall be the same
record date as for the Preferred Securities when the Preferred Securities are
not in book-entry only form. If the Preferred Securities shall not continue to
remain in book-entry only form, the relevant record dates for the Preferred
Securities shall be the close of business on the __________, ___________,
_________ and ___________ immediately preceding the relevant Distribution Date,
whether or not a Business Day.

            (f) Payments in respect of Preferred Securities held in certificated
form will be made by check mailed to the Holder entitled thereto. 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, 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. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day, except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date (each
date on which Distributions are actually payable, a "Distribution Date").

            (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 a Dissolution Event, the Holders of the Securities
on the date of such Dissolution Event will be entitled to receive out of the
assets of the Trust available for distribution to Holders of Securities, after
satisfaction of liabilities of creditors, an amount equal to the aggregate of
the stated liquidation amount of $__ per Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless, in connection with such Dissolution Event, Debentures in
an aggregate stated principal amount equal to the aggregate stated liquidation
amount of such Securities and bearing accrued and unpaid interest in an amount
equal to the accrued and unpaid Distributions on such Securities shall be
distributed on a Pro Rata basis to the Holders of the Securities in exchange for
such Securities.

            If, upon any such Dissolution Event, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets available to
pay in full the aggregate Liquidation

                                      A-3
<PAGE>

Distribution, then the amounts payable directly by the Trust on the Securities
shall be paid on a Pro Rata basis; provided, however, that if at the time of
such Dissolution Event an Event of Default under the Declaration shall have
occurred and be continuing, the rights of Holders of Common Securities to
payment in respect of the Liquidation Distribution shall be subordinated to the
rights to payment of the Holders of the Preferred Securities.

            4.    Redemption and Distribution.

            (a) Distribution of Securities. Subject to the prior approval of the
Federal Reserve Board if such approval is then required under applicable law,
rules, guidelines or policies of the Federal Reserve Board, the Regular Trustees
at any time shall have the right to dissolve the Trust and, after satisfaction
of the claims of creditors, cause the Debentures held by the Institutional
Trustee having an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the distribution rate
of ___% per annum of, having accrued on unpaid interest equal to accrued and
unpaid Distributions on, and having the same record date for payment as, the
Securities to be distributed to the Holders of the Securities in liquidation of
such Holders' interests in the trust on a Pro Rata basis.

            On and from the date fixed by the Regular Trustees for any
distribution of Debentures and dissolution of the Trust: (i) the Securities will
no longer be deemed to be outstanding, (ii) The Depository Trust Company (the
"Depository") or its nominee (or any successor Clearing Agency or its nominee),
as the record Holder of the Preferred Securities, will receive a registered
global certificate or certificates representing the Debentures to be delivered
upon such distribution and (iii) any certificates representing Securities,
except for certificates representing Preferred Securities held by the Depository
or its nominee (or any successor Clearing Agency or its nominee), will be deemed
to represent beneficial interests in the Debentures having an aggregate
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the distribution rate of ____% per annum of, and
accrued and unpaid interest equal to accrued and unpaid Distributions on, such
Securities until such certificates are presented to the Debenture Issuer or its
agent for transfer or reissue.

            (b) Redemption -- General. Upon the repayment of the Debentures in
whole or in part, whether at maturity or upon redemption, the proceeds from such
repayment or redemption shall simultaneously be applied to redeem a Like Amount
of Securities at a redemption price of $__ per Security, plus an amount equal to
accrued and unpaid Distributions thereon to the date of the redemption (the
"Redemption Price"). The Redemption Price shall be paid in cash. Holders will be
given not less than 30 nor more than 60 days notice of such redemption. If fewer
than all the outstanding Securities are to be so redeemed, the Common Securities
and the Preferred Securities will be redeemed Pro Rata and the Preferred
Securities to be redeemed will be as described in Section 4(g)(ii) below. The
Trust may not redeem fewer than all the outstanding Securities unless all
accrued and unpaid Distributions have been paid on all Securities for all
quarterly Distribution periods terminating on or before the date of redemption.

            (c) Optional Redemption After. Subject to the prior approval of the
Federal Reserve Board, if such approval is then required under applicable law,
rules, guidelines or policies, the Debenture Issuer shall have the right to
redeem the Debentures, in whole or in part, from

                                      A-4
<PAGE>

time to time, on or after _______________ and, following any such redemption, a
Like Amount of Securities shall be redeemed by the Trust at the Redemption
Price.

            (d) Tax Event Redemption. Subject to the prior approval of the
Federal Reserve Board, if such approval is then required under applicable law,
rules, guidelines or policies, if at any time a Tax Event shall occur and be
continuing, the Debenture Issuer shall have the right to redeem the Debentures,
in whole, but not in part, for cash within 90 days following the occurrence of
such Tax Event (or, if the approval of the Federal Reserve Board is then
required for such redemption, on such later date as promptly practicable after
such approval is obtained) and, following such redemption, all of the Securities
shall be redeemed by the Trust at the Redemption Price.

            (e) Capital Treatment Event Redemption. Subject to the prior
approval of the Federal Reserve Board, if such approval is then required under
applicable law, rules, guidelines or policies, if at any time a Capital
Treatment Event shall occur and be continuing, the Debenture Issuer shall have
the right to redeem the Debentures, in whole, but not in part, for cash within
90 days following the occurrence of such Capital Treatment Event (or, if the
approval of the Federal Reserve Board is then required for such redemption, on
such later date as promptly as practicable after such approval is obtained) and,
following such redemption, all of the Securities shall be redeemed by the Trust
at the Redemption Price.

            (f) Investment Company Event Redemption. Subject to the prior
approval of the Federal Reserve Board, if such approval is then required under
applicable law, rules, guidelines or policies, if at any time a Investment
Company Event shall occur and be continuing, the Debenture Issuer shall have the
right to redeem the Debentures, in whole, but not in part, for cash within 90
days following the occurrence of such Investment Company Event (or, if the
approval of the Federal Reserve Board is then required for such redemption, on
such later date as promptly practicable after such approval is obtained) and,
following such redemption, all of the Securities shall be redeemed by the Trust
at the Redemption Price.

            (g) Procedure. The procedure with respect to redemptions and
distributions of Debentures shall be as follows:

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

                                      A-5
<PAGE>

            (ii)  All notices of redemption shall state:

                  (a)   the redemption date;

                  (b)   the Redemption Price;

                  (c)   the CUSIP number;

                  (d)   if fewer than all the outstanding Securities are to be
            redeemed, the identification and the total liquidation amount of the
            particular Securities to be redeemed; and

                  (e)   that on the redemption date the Redemption Price will
            become due and payable upon each such Security to be redeemed and
            that Distributions thereon will cease to accrue on and after said
            date.

            (iii) 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 Preferred Securities, it being understood that,
      in respect of Preferred Securities registered in the name of and held of
      record by the Depository or its nominee (or any successor Clearing Agency
      or its nominee) or any nominee, the distribution of the proceeds of such
      redemption will be made to each Clearing Agency Participant (or Person on
      whose behalf such nominee holds such securities) in accordance with the
      procedures applied by such agency or nominee.

            (iv)  If Securities are to be redeemed and the Trust gives a
      Redemption/Distribution Notice, which notice may only be issued if the
      Debentures are to be redeemed as set out in this Section 4 (which notice
      will be irrevocable), then (A) while the Preferred Securities are in
      book-entry only form, with respect to the Preferred Securities, by 12:00
      noon, New York, New York time, on the redemption date, provided that by 10
      a.m. New York, New York time, on that date the Debenture Issuer has paid
      the Institutional Trustee or other holder of the Property Account a
      sufficient amount of cash in connection with the related redemption or
      maturity of the Debentures, the Institutional Trustee or the Paying Agent
      will deposit irrevocably with the Depository or its nominee (or successor
      Clearing Agency or its nominee) funds sufficient to pay the applicable
      Redemption Price with respect to the Preferred Securities and will give
      the Depository irrevocable instructions and authority to pay the
      Redemption Price to the Holders of the Preferred Securities, and (B) with
      respect to Preferred Securities issued in definitive form and Common
      Securities, provided that the Debenture Issuer has paid the Institutional
      Trustee or the holder of the Property Account a sufficient amount of cash
      in connection with the related redemption or maturity of the Debentures,
      the Institutional Trustee or the Paying Agent will pay the relevant
      Redemption Price to the Holders of such Securities by check mailed to the
      address of the relevant 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, if applicable, then prior
      to the close of business on the redemption date, 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

                                      A-6
<PAGE>

      Securities to receive the Redemption Price, but without interest on such
      Redemption Price. Neither the Regular Trustees nor the Trust shall be
      required to register or cause to be registered the transfer of (i) any
      Securities beginning on the opening of business 15 days before the day of
      mailing of a notice of redemption and ending at the close of business on
      the day of such mailing or (ii) any Securities selected for redemption
      except the unredeemed portion of any Security being redeemed in part. If
      any date fixed for redemption of Securities is not a Business Day, then
      payment of the Redemption Price payable on such date will be made on the
      next succeeding day that is a Business Day (and without any interest or
      other payment in respect of any such delay) 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 Institutional Trustee or by the Sponsor
      as guarantor pursuant to the relevant Securities Guarantee, Distributions
      on such Securities will continue to accrue 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.

            (v)   Redemption/Distribution Notices shall be sent by the Regular
      Trustees on behalf of the Trust (A) in respect of the Preferred
      Securities, to the Depository or its nominee (or any successor Clearing
      Agency or its nominee) if the Global Certificates have been issued or, if
      Definitive Preferred Security Certificates have been issued, to the Holder
      thereof, and (B) in respect of the Common Securities, to the Holder
      thereof.

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

            (vii) Upon presentation of any Security redeemed in part only, the
      Regular Trustee on behalf of the Trust shall execute and the Institutional
      Trustee shall authenticate and deliver to the Holder thereof a new
      Security in aggregate liquidation amount equal to the unredeemed portion
      of the Security so presented and having the same original issue date,
      stated maturity and terms.

            5.    Voting Rights - Preferred Securities.

            (a) Except as provided under Sections 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

            (b) Subject to the requirements set forth in this paragraph and
Section 2.6(a) of the Declaration, the Holders of a majority in aggregate
liquidation amount of the Preferred 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 direct the exercising of any trust or
power conferred upon the Institutional Trustee under the Declaration, including
the right to direct the

                                      A-7
<PAGE>

Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies
available under the Indenture to holders of the Debentures, including the right
to direct the time method and place of conducting any proceeding for any remedy
available to the Debt Trustee, or direct the exercising of any trust or power
conferred on the Debt Trustee with respect to the Debentures, (ii) waive any
past default and its consequences that is waivable under Section 5.08 of the
Base 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 to
any amendment, modification or termination of the Indenture or the Debentures
where such consent of the holders of the Debentures would be required, provided,
however, that, where a consent under the Indenture would require the consent or
act of the Holders of greater than a majority of the Holders in principal amount
of Debentures affected thereby (a "Super Majority"), the Institutional Trustee
may give such consent or take such action only at the written direction of the
Holders of at least the proportion in aggregate liquidation amount of the
Preferred Securities which the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding. The Institutional
Trustee shall not revoke any action previously authorized or approved by a vote
of the Holders of the Preferred Securities. Other than with respect to directing
the time, method and place of conducting any remedy available to the
Institutional Trustee or the Debt Trustee as set forth above, the Institutional
Trustee shall not take any action in accordance with the directions of the
Holders of the Preferred Securities under this paragraph unless the
Institutional Trustee has obtained an opinion of nationally recognized
independent tax counsel experienced in such matters 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 a Declaration Event of
Default has occurred and is continuing and such event is attributable to the
failure of the Debenture Issuer to pay interest or principal on the Debentures
on the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), then a holder of Preferred Securities may
directly institute a proceeding for enforcement of payment to such Holder of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred 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 Holder will be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Debenture Issuer
to such Holder of Preferred Securities in such Direct Action. Except as provided
in the preceding sentences, the Holders of Preferred Securities will not be able
to exercise directly any other remedy available to the holders of the
Debentures. Any amount payable pursuant to the Declaration to any Holder of a
Preferred Security shall be reduced by the amount of any corresponding payment
such Holder has directly received pursuant to such Direct Action.

            Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Preferred 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 Preferred 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

                                      A-8
<PAGE>

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 Preferred Securities will
be required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

            Notwithstanding that Holders of Preferred Securities are entitled to
give, make or take requests, demands, authorizations, directions, notices,
consents, waivers or other actions under any of the circumstances described in
the Declaration, any of the Preferred Securities that are owned by the Sponsor
or any Affiliate of the Sponsor shall not be entitled to give, make or take any
such action and shall, for purposes of such action, be treated as if they were
not outstanding, except that (a) in determining whether any Trustee shall be
protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Securities that a Responsible Officer of such
Trustee actually knows to be so owned shall be so disregarded and (b) the
foregoing shall not apply at any time when all of the outstanding Securities are
owned by the Sponsor or any Affiliate.

            Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by the Declaration to be given,
made or taken by Holders of Preferred Securities may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to the Institutional Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of the
Declaration and (subject to Section 3.10 of the Declaration) conclusive in favor
of the Trustees, if made in the manner provided herein.

            The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which any Trustee receiving the same deems
sufficient.

            The ownership of Preferred Securities shall be proved by the
Securities Register.

            Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Preferred Security shall bind every
future Holder of the same Preferred Security and the Holder of every Preferred
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Preferred Security.

                                      A-9
<PAGE>

            Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Preferred Security may do so
with regard to all or any part of the liquidation amount of such Preferred
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such liquidation
amount.

            If any dispute shall arise between the Holders of Preferred
Securities and Trustees or among such Holders or Trustees with respect to the
authenticity, validity or binding nature of any request, demand, authorization,
direction, consent, waiver or other Act of such Holder or Trustee hereunder,
then the determination of such matter by the Institutional Trustee shall be
conclusive with respect to such matter.

            6.    Voting Rights - Common Securities.

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

            (b) The Holders of the Common Securities are entitled, in accordance
with Article V of the Declaration, to vote to appoint, remove or replace any
Trustee or to increase or decrease the number of Trustees.

            (c) Subject to Section 2.6 of the Declaration and only after the
Event of Default with respect to the Preferred 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 and place of conducting any proceeding for any remedy available to the
Debt Trustee, or exercising any trust or power conferred on the Debt Trustee
with respect to the Debentures, (ii) waive any past default and its consequences
that is waivable under Section 5.08 of the Base 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 to any amendment, modification or
termination of the Indenture or the Debentures where such consent of the holders
of the Debentures would be required, provided that, where a consent or action
under the Indenture would require the consent or act of the Holders of a Super
Majority, the Institutional Trustee may give such consent or take such action
only at the written direction of the Holders of at least the proportion in
aggregate liquidation amount of the Common Securities which the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding. Pursuant to this Section 6(c), the Institutional Trustee shall not
revoke any action previously authorized or approved by a vote of the Holders of
the Preferred Securities. Other than with respect to directing the time, method
and place of conducting any remedy available to the Institutional Trustee or the
Debt Trustee as set forth above, the Institutional Trustee shall not take any
action in accordance with the directions of the Holders of the Common Securities
under this paragraph unless the Institutional Trustee has obtained an opinion of
nationally recognized independent tax counsel experienced in such matters to the
effect that for the purposes of United States Federal income tax the Trust will
not

                                      A-10
<PAGE>

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

            Any approval or direction of Holders of Common Securities may be
given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of 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 record of 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.

            Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by the Declaration to be given,
made or taken by Holders of Common Securities may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
or in person or by an agent duly appointed in writing, and except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to the Institutional Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of the
Declaration and (subject to Section 3.10 of the Declaration) conclusive in favor
of the Trustees, if made in the manner provided herein.

            The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which any Trustee receiving the same deems
sufficient.

            The ownership of Common Securities shall be proved by the Securities
Register.

            Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Common Security shall bind every future
Holder of the same Common Security

                                      A-11
<PAGE>

and the Holder of every Common Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustees or the Trust in reliance thereon,
whether or not notation of such action is made upon Common Security.

            Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Common Security may do so
with regard to all or any part of the liquidation amount of such Common Security
or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such liquidation amount.

            If any dispute shall arise between the Holders of Common Securities
and the Trustees or among such Holders or Trustees with respect to the
authenticity, validity or binding nature of any request, demand, authorization,
direction, consent, waiver or other Act of such Holder or Trustee hereunder,
then the determination of such matter by the Institutional Trustee shall be
conclusive with respect to such matter.

            7.    Amendments to Declaration and Indenture.

            (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any amendment that would
adversely affect the rights, privileges or preferences of any Holder of the
Securities, whether by way of amendment to the Declaration or otherwise, or (ii)
the dissolution, winding-up or termination of the Trust, other than as described
in Section 8.1 of the Declaration, then the Holders of Securities, voting
together as a single class, will be entitled to vote on such amendment or
proposal (but not on any other amendment or proposal) and such amendment or
proposal shall not be effective except with the approval of the Holders of at
least a Majority in liquidation amount of the Securities, affected thereby;
provided, however, that if any amendment or proposal referred to in clause (i)
above would adversely affect only the Preferred 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
the consent of the holders of a Super Majority, the Institutional Trustee may
give such consent only at the direction of the Holders of at least the
proportion in aggregate liquidation amount of the Securities which the relevant
Super Majority represents of the aggregate principal amount of the Debentures
outstanding; provided, further, that the Institutional Trustee shall not take
any action in accordance with the directions of the Holders of the Securities
under this Section 7(b) unless the Institutional Trustee has obtained an opinion
of nationally recognized independent tax counsel experienced in such matters to
the effect that for the purposes of

                                      A-12
<PAGE>

United States federal income tax the Trust will not be classified as other than
a grantor trust on account of such action.

            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 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
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding. In any such
proration the Trust may make such adjustments as may be appropriate in order
that only Securities in authorized denominations shall be redeemed.

            9.    Ranking.

            The Preferred Securities rank pari passu with the Common Securities
and payment thereon shall be made Pro Rata with the Common Securities except
that, if an Event of Default under the Declaration occurs 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 Preferred
Securities.

            10.   Acceptance of Securities Guarantee and Indenture.

            Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

            11.   No Preemptive Rights.

            The Holders of the Securities shall have no preemptive 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 Preferred
Securities Guarantee or the Common Securities Guarantee (as may be appropriate),
and the Indenture to a Holder without charge on written request to the Sponsor
at its principal place of business.

                                      A-13
<PAGE>

                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

            [This Preferred Security is a Book-Entry Security within the meaning
of the Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depositary") or a nominee of the Depositary. This
Preferred Security is exchangeable for Preferred Securities registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
limited circumstances.

            Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the Trust or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.](1)

            THIS SECURITY IS NOT A SAVINGS ACCOUNT, DEPOSIT ACCOUNT OR OTHER
OBLIGATION OF ANY BANK OR A NONBANK SUBSIDIARY THEREOF, AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.

Certificate Number                               Number of Preferred Securities

                                                              CUSIP NO.  ______

                   Certificate Evidencing Preferred Securities

                                       of

                               SUNTRUST CAPITAL _

-------------------------------
      (1)     Insert in Global Certificates only.

<PAGE>

                        "____ Trust Preferred Securities"
                      (liquidation amount $__ per Security)

            SUNTRUST CAPITAL __, a statutory trust formed under the laws of the
State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder")
is the registered owner of ______________ (_________) preferred securities of
the Trust representing beneficial ownership interests in the assets of the Trust
designated the "___ Trust Preferred Securities" (liquidation amount $__ per
Security) (the "Preferred Securities"). The Preferred 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 designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of __________________ as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to 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 Preferred Securities Guarantee to the
extent provided therein. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

            Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

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

            IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of _____________, ____.

                                      SUNTRUST CAPITAL ___

                                      By:________________________________
                                         Name:
                                         Regular Trustee

                          CERTIFICATE OF AUTHENTICATION

            This certificate represents the Preferred Securities referred to in
the within-mentioned Declaration.

                                     A-1-2
<PAGE>

Dated:

J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
  as Institutional Trustee

By: _____________________
    Authorized Officer

                          [FORM OF REVERSE OF SECURITY]

            Each Preferred Security will be entitled to receive cumulative
Distributions at a rate of ___% per annum applied to the stated liquidation
amount of $___ per Preferred Security. Distributions in arrears for more than
one quarter will bear interest thereon compounded quarterly at a rate of ____%
per annum (to the extent permitted by applicable law). The term "Distributions"
as used herein includes such cash distributions and any such interest payable
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 available therefor. The
Distribution Amount payable for each Distribution Period will be calculated as
provided in the Declaration.

            Except as otherwise described below, distributions on the Preferred
Securities will be cumulative, will accrue from _____________, _____ and will be
payable quarterly in arrears on __________, ____________, ____________, and
___________of each year, commencing on __________, _____ to the Holders thereof
as they appear on the books and records of the Trust on the relevant record
dates. While the Preferred Securities remain in book-entry only form, the
relevant record dates shall be the close of business on the Business Day next
preceding the relevant payment dates. If the Preferred Securities shall not
continue to remain in book-entry only form, the relevant record dates for the
Preferred Securities shall be the close of business on __________, ____________,
____________, or ___________ immediately preceding the relevant Distribution
Date, whether or not a Business Day. The Debenture Issuer has the right under
the Indenture to defer payments of interest on the Debentures by extending the
interest payment period at any time and from time to time for a period not
exceeding 20 consecutive quarterly periods (each an "Extension Period"),
provided that no Extension Period shall end on a day other than an interest
payment date for the Debentures or shall extend beyond the date of the maturity
of the Debentures. As a consequence of any Extension Period, Distributions will
also be deferred. During any Extension Period, quarterly Distributions will
continue to accrue with interest thereon (to the extent permitted by applicable
law) at a rate of ___% per annum, compounded quarterly during any such Extension
Period. At the end of the Extension Period, all accrued and unpaid Distributions
(but only to the extent payments are made in respect of the Debentures held by
the Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor) will be payable to the Holders of the

                                     A-1-3
<PAGE>

Securities in whose names the Securities are registered in the Security Register
on the record date relating to the Distribution Date on which the Extension
Period ends. Prior to the termination of any such Extension Period, the
Debenture Issuer may further defer payments of interest by further extending
such Extension Period; provided that such Extension Period together with all
such previous and further extensions within such Extension Period may not exceed
20 consecutive quarterly periods or extend beyond the maturity date of the
Debentures. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

            Subject to the prior approval of the Federal Reserve Board if such
approval is then required under applicable law, rules, guidelines or policies of
the Federal Reserve Board, the Sponsor shall have the right at any time to
dissolve and liquidate the Trust and cause the Debentures to be distributed to
the holders of the Securities in liquidation of the Trust.

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

                                     A-1-4
<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

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

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
agent to transfer this Preferred 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 Preferred Security
Certificate)

Signature Guarantee**: ______________________________

---------------------------------------
**    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 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 Registrar in addition to, or in substitution for, STAMP,
      all in accordance with the Securities and Exchange Act of 1934, as
      amended.

<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

                      THIS CERTIFICATE IS NOT TRANSFERABLE

THIS SECURITY IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK
OR A NONBANK SUBSIDIARY THEREOF, AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

Certificate Number                                  Number of Common Securities

                    Certificate Evidencing Common Securities

                                       of

                              SUNTRUST CAPITAL ___

                             ___% Common Securities
                  (liquidation amount $__ per Common Security)

            SUNTRUST CAPITAL ___, a statutory trust formed under the laws of the
State of Delaware (the "Trust"), hereby certifies that SunTrust Banks, Inc. (the
"Holder") is the registered owner of ______________ (_________) common
securities of the Trust representing beneficial ownership interests in the
assets of the Trust designated the ___% Common Securities (liquidation amount
$__ per Common Security) (the "Common Securities"). The Common Securities are
not transferable. The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of __________________,
_____, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Common Securities as set forth in
Annex I to 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 Common Securities Guarantee to the extent provided therein. The
Sponsor will provide a copy of the Declaration, the Common Securities Guarantee
and the Indenture to a Holder without charge upon written request to the Sponsor
at its principal place of business.

            Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder.

<PAGE>

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

            IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of _________, ___.

                                  SUNTRUST CAPITAL ___

                                  By:________________________________
                                     Name:
                                     Regular Trustee

                          CERTIFICATE OF AUTHENTICATION

      This certificate represents the Common Securities referred to in the
within-mentioned Declaration.

Dated:
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION,
  as Institutional Trustee

By:_______________________________
   Authorized Officer

                          [FORM OF REVERSE OF SECURITY]

            Each Common Security will be entitled to receive cumulative
Distributions at a rate of ___% per annum applied to the stated liquidation
amount of $__ per Common Security. Distributions in arrears for more than one
quarter will bear interest thereon compounded quarterly at a rate of ___% per
annum (to the extent permitted by applicable law). The term "Distributions" as
used herein includes such cash distributions and any such interest payable
unless otherwise stated. A

                                     A-2-2
<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 available therefor. The Distribution Amount
payable for each Distribution Period will be calculated as provided in the
Declaration.

            Except as otherwise described below, distributions on the Common
Securities will be cumulative, will accrue from ___________, ___ and will be
payable quarterly in arrears on _______, ______, ____, and ______of each year,
commencing on __________, ____ to Holders of record on the close of business on
the ______________, __________, __________ or ____________ immediately preceding
the relevant Distribution Date, whether or not a Business Day. The Debenture
Issuer has the right under the Indenture to defer payments of interest on the
Debentures by extending the interest payment period at any time and from time to
time for a period not exceeding 20 consecutive quarterly periods (each an
"Extension Period"), provided that no Extension Period shall end on a day other
than an interest payment date for the Debentures or shall extend beyond the date
of the maturity of the Debentures. As a consequence of any Extension Period,
quarterly Distributions will also be deferred. During any Extension Period,
quarterly Distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) at a rate of ___% per annum compounded
quarterly during any such Extension Period. At the end of the Extension Period,
all accrued and unpaid Distributions (but only to the extent payments are made
in respect of the Debentures held by the Institutional Trustee and to the extent
the Institutional Trustee has funds available therefor) will be payable to the
Holders of the Securities in whose names the Securities are registered in the
Security Register on the record date relating to the Distribution Date on which
the Extension Period ends. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period together
with all such previous and further extensions within such Extension Period may
not exceed 20 consecutive quarterly periods or extend beyond the maturity date
of the Debentures. Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the above requirements.

            Subject to the prior approval of the Federal Reserve Board if such
approval is then required under applicable law, rules, guidelines or policies of
the Federal Reserve Board, the Sponsor shall have the right at any time to
dissolve and liquidate the Trust and cause the Debentures to be distributed to
the holders of the Securities in liquidation of the Trust.

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

                                     A-2-3