EXHIBIT 4.2










                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                          FIRST BANK STATUTORY TRUST X

                           Dated as of August 31, 2007







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                                           TABLE OF CONTENTS

                                                                                                      Page


                                               ARTICLE I
                                    INTERPRETATION AND DEFINITIONS

<S>                                                                                                    <C>
SECTION 1.1.      Definitions...........................................................................1

                                              ARTICLE II
                                             ORGANIZATION

SECTION 2.1.      Name..................................................................................9

SECTION 2.2.      Office................................................................................9

SECTION 2.3.      Purpose...............................................................................9

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

SECTION 2.5.      Title to Property of the Trust.......................................................10

SECTION 2.6.      Powers and Duties of the Trustees and the Administrators.............................10

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

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

SECTION 2.9.      Certain Duties and Responsibilities of the Trustees and the Administrators...........17

SECTION 2.10.     Certain Rights of Institutional Trustee..............................................19

SECTION 2.11.     Delaware Trustee.....................................................................21

SECTION 2.12.     Execution of Documents...............................................................21

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

SECTION 2.14.     Duration of Trust....................................................................22

SECTION 2.15.     Mergers..............................................................................22

                                              ARTICLE III
                                                SPONSOR

SECTION 3.1.      Sponsor's Purchase of Common Securities..............................................24

SECTION 3.2.      Responsibilities of the Sponsor......................................................24

                                               ARTICLE IV
                                      TRUSTEES AND ADMINISTRATORS

SECTION 4.1.      Number of Trustees...................................................................24

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

SECTION 4.3.      Institutional Trustee; Eligibility...................................................25

SECTION 4.4.      Certain Qualifications of the Delaware Trustee Generally.............................25

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

SECTION 4.6.      Initial Delaware Trustee.............................................................26

SECTION 4.7.      Appointment, Removal and Resignation of the Trustees and the Administrators..........26

SECTION 4.8.      Vacancies Among Trustees.............................................................28

SECTION 4.9.      Effect of Vacancies..................................................................28

SECTION 4.10.     Meetings of the Trustees and the Administrators......................................28

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

SECTION 4.12.     Merger, Conversion, Consolidation or Succession to Business..........................29
<PAGE>

                                               ARTICLE V
                                             DISTRIBUTIONS

SECTION 5.1.      Distributions........................................................................29

                                              ARTICLE VI
                                        ISSUANCE OF SECURITIES

SECTION 6.1.      General Provisions Regarding Securities..............................................30

SECTION 6.2.      Paying Agent, Transfer Agent, Calculation Agent and Registrar........................31

SECTION 6.3.      Form and Dating......................................................................31

SECTION 6.4.      Book-Entry Capital Securities........................................................32

SECTION 6.5.      Mutilated, Destroyed, Lost or Stolen Certificates....................................34

SECTION 6.6.      Temporary Securities.................................................................34

SECTION 6.7.      Cancellation.........................................................................34

SECTION 6.8.      Rights of Holders; Waivers of Past Defaults..........................................35

                                              ARTICLE VII
                                 DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1.      Dissolution and Termination of Trust.................................................36

                                              ARTICLE VIII
                                         TRANSFER OF INTERESTS

SECTION 8.1.      General..............................................................................37

SECTION 8.2.      Transfer Procedures and Restrictions.................................................38

SECTION 8.3.      Deemed Security Holders..............................................................42

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

SECTION 9.1.      Liability............................................................................42

SECTION 9.2.      Exculpation..........................................................................43

SECTION 9.3.      Fiduciary Duty.......................................................................43

SECTION 9.4.      Indemnification......................................................................44

SECTION 9.5.      Outside Businesses...................................................................47

SECTION 9.6.      Compensation; Fee....................................................................47

                                               ARTICLE X
                                              ACCOUNTING

SECTION 10.1.     Fiscal Year..........................................................................48

SECTION 10.2.     Certain Accounting Matters...........................................................48

SECTION 10.3.     Banking..............................................................................49

SECTION 10.4.     Withholding..........................................................................49

                                               ARTICLE XI
                                        AMENDMENTS AND MEETINGS

SECTION 11.1.     Amendments...........................................................................49

SECTION 11.2.     Meetings of the Holders of the Securities; Action by Written Consent.................51


<PAGE>

                                              ARTICLE XII
                      REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1.     Representations and Warranties of Institutional Trustee..............................53

SECTION 12.2.     Representations and Warranties of Delaware Trustee...................................54

                                              ARTICLE XIII
                                             MISCELLANEOUS

SECTION 13.1.     Notices..............................................................................54

SECTION 13.2.     Governing Law........................................................................56

SECTION 13.3.     Submission to Jurisdiction...........................................................56

SECTION 13.4.     Intention of the Parties.............................................................56

SECTION 13.5.     Headings.............................................................................56

SECTION 13.6.     Successors and Assigns...............................................................56

SECTION 13.7.     Partial Enforceability...............................................................57

SECTION 13.8.     Counterparts.........................................................................57

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ANNEXES AND EXHIBITS

ANNEX I            Terms of TP Securities and Common Securities

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


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                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                          FIRST BANK STATUTORY TRUST X

                                 August 31, 2007

        AMENDED AND RESTATED  DECLARATION OF TRUST (this  "Declaration"),  dated
and  effective as of August 31, 2007, by the Trustees (as defined  herein),  the
Administrators  (as defined  herein),  the  Sponsor (as defined  herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

        WHEREAS,  the Delaware  Trustee and the Sponsor  established  First Bank
Statutory Trust X (the "Trust"), a statutory trust under the Statutory Trust Act
(as defined herein),  pursuant to a Declaration of Trust, dated as of August 29,
2007 (the  "Original  Declaration"),  and a Certificate  of Trust filed with the
Secretary  of State of the State of  Delaware on August 29,  2007,  for the sole
purpose  of  issuing  and  selling  certain  securities  representing  undivided
beneficial  interests  in the  assets of the Trust and  investing  the  proceeds
thereof  in the  Debentures  (as  defined  herein) of the  Debenture  Issuer (as
defined  herein) in connection  with the issuance of the Capital  Securities (as
defined herein);

        WHEREAS,  as of the date hereof, no interests in the assets of the Trust
have been issued; and

        WHEREAS,  all of the Trustees,  the Administrators  and the Sponsor,  by
this  Declaration,  amend and restate  each and every term and  provision of the
Original Declaration.

        NOW, THEREFORE, it being the intention of the parties hereto to continue
the  Trust as a  statutory  trust  under the  Statutory  Trust Act and that this
Declaration  constitutes the governing  instrument of such statutory  trust, and
that all assets  contributed  to the Trust will be held in trust for the benefit
of the holders,  from time to time,  of the  securities  representing  undivided
beneficial interests in the assets of the Trust issued hereunder, subject to the
provisions of this  Declaration,  and, in  consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties, intending to be legally bound hereby, amend
and restate in its entirety the Original Declaration and agree as follows:

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

        SECTION 1.1.    Definitions.  Unless the context otherwise requires:
                        -----------

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

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

              (c)  all references to "the Declaration" or "this Declaration" are
to this Declaration as modified, supplemented or amended from time to time;

              (d)  all references in this  Declaration  to Articles and Sections
and  Annexes  and  Exhibits  are to  Articles  and  Sections  of and Annexes and
Exhibits to this Declaration unless otherwise specified;

              (e)  a term defined in the Trust Indenture Act (as defined herein)
has the same meaning when used in this Declaration  unless otherwise  defined in
this Declaration or unless the context otherwise requires; and

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

        "Additional  Interest"  has the meaning set forth in Section 3.06 of the
Indenture.

         "Administrative Action" has the meaning set forth in paragraph 4(a) of
Annex I.
<PAGE>

        "Administrators"  means each of Peter D.  Wimmer and Lisa K.  Vansickle,
solely  in such  Person's  capacity  as  Administrator  of the  Trust  continued
hereunder and not in such Person's individual capacity,  or such Administrator's
successor in interest in such  capacity,  or any  successor  appointed as herein
provided.

        "Affiliate"  has the same  meaning  as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

        "Applicable  Depositary  Procedures" means, with respect to any transfer
or transaction involving a Book-Entry Capital Security, the rules and procedures
of the  Depositary for such  Book-Entry  Capital  Security,  in each case to the
extent applicable to such transaction and as in effect from time to time.

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

        "Bankruptcy Event" means, with respect to any Person:

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

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

        "Book-Entry  Capital Security" means a Capital  Security,  the ownership
and transfers of which shall be made through book entries by a Depositary.

        "Business  Day" means any day other than  Saturday,  Sunday or any other
day on which banking  institutions  in Wilmington,  Delaware or New York City or
the  city of the  Corporate  Trust  Office  are  permitted  or  required  by any
applicable law or executive order to close.

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

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

        "Capital  Securities  Purchase  Agreement" means the Capital  Securities
Purchase  Agreement dated as of August 29, 2007 among the Trust, the Sponsor and
PFW III, Ltd.

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

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

        "Certificate" means any certificate evidencing Securities.

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

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

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

        "Commission" means the United States Securities and Exchange Commission.

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

        "Common Security Certificate" means a definitive  Certificate registered
in the name of the Holder  representing a Common Security  substantially  in the
form of Exhibit A-2.
<PAGE>

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

        "Corporate Trust Office" means the office of the  Institutional  Trustee
at which the corporate trust business of the Institutional Trustee shall, at any
particular time, be principally administered, which office shall at all times be
located in the United States and at the date of execution of this Declaration is
located at LaSalle Bank National Association, 135 S. LaSalle Street, Suite 1511,
Chicago,  Illinois 60603,  Attn: CDO Trust Services Group - First Bank Statutory
Trust X.

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

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

        "Debenture  Issuer"  means First Banks,  Inc.,  a bank  holding  company
incorporated in Missouri,  in its capacity as issuer of the Debentures under the
Indenture.

        "Debenture Trustee" means LaSalle Bank National Association,  not in its
individual  capacity but solely as trustee under the Indenture until a successor
is appointed thereunder, and thereafter means such successor trustee.

        "Debentures" means the Junior Subordinated Debt Securities due September
15, 2037 to be issued by the Debenture Issuer under the Indenture.

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

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

        "Depositary" means an organization registered as a clearing agency under
the  Exchange  Act  that is  designated  as  Depositary  by the  Sponsor  or any
successor thereto. DTC will be the initial Depositary.

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

        "Delaware Trustee" has the meaning set forth in Section 4.2.

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

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

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

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

        "DTC" means The Depository Trust Company or any successor thereto.

        "Event  of  Default"  means  the  occurrence  of an  Indenture  Event of
Default.

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

        "Extension  Period" has the meaning set forth in paragraph 2(e) of Annex
I.
<PAGE>

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

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

        "Global  Capital  Security"  means  a  Capital  Securities   Certificate
evidencing ownership of Book-Entry Capital Securities.

        "Guarantee" means the Guarantee Agreement, dated as of the Closing Date,
of the Sponsor (the "Guarantor") in respect of the Capital Securities.

        "Holder"  means a Person  in whose  name a  Certificate  representing  a
Security  is  registered  on the  register  maintained  by or on  behalf  of the
Registrar,  such  Person  being a  beneficial  owner  within the  meaning of the
Statutory Trust Act.

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

        "Indenture" means the Indenture,  dated as of the Closing Date,  between
the Debenture Issuer and the Debenture Trustee,  and any indenture  supplemental
thereto pursuant to which the Debentures are to be issued.

        "Indenture  Event of Default"  means an "Event of Default" as defined in
the Indenture.

        "Initial   Purchaser"  means  the  Initial   Purchaser  of  the  Capital
Securities.

        "Institutional  Trustee"  means  the  Trustee  meeting  the  eligibility
requirements set forth in Section 4.3.

        "Investment  Company"  means an  investment  company  as  defined in the
Investment Company Act.

        "Investment  Company Act" means the  Investment  Company Act of 1940, as
amended from time to time, or any successor legislation.

        "Investment  Company  Event" has the meaning set forth in paragraph 4(a)
of Annex I.

        "Legal Action" has the meaning set forth in Section 2.8(e).

        "LIBOR" means the London Interbank Offered Rate for U.S. Dollar deposits
in Europe as determined by the Calculation  Agent according to paragraph 2(b) of
Annex I.

        "LIBOR  Banking Day" has the meaning set forth in  paragraph  2(b)(1) of
Annex I.

        "LIBOR Business Day" has the meaning set forth in paragraph 2(b)(1) of
Annex I.

        "LIBOR  Determination  Date"  has the  meaning  set  forth in  paragraph
2(b)(1) of Annex I.

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

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

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

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

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

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

              (b)  a brief statement of the nature and scope of the  examination
or  investigation   undertaken  by  each  officer  in  rendering  the  Officers'
Certificate;

              (c)  a statement that each such officer has made such  examination
or  investigation  as, in such  officer's  opinion,  is necessary to enable such
officer to express an  informed  opinion as to whether or not such  covenant  or
condition has been complied with; and

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

        "Owner"  means each  Person who is the  beneficial  owner of  Book-Entry
Capital  Securities  as  reflected  in the  records of the  Depositary  or, if a
Depositary Participant is not the beneficial owner, then the beneficial owner as
reflected in the records of the Depositary Participant.

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

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

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

        "Placement  Agreement"  means the  Placement  Agreement  relating to the
offering and sale of Capital Securities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        "Sponsor" means First Banks, Inc., a bank holding company that is a U.S.
Person  incorporated  in  Missouri,   or  any  successor  entity  in  a  merger,
consolidation or amalgamation  that is a U.S. Person, in its capacity as sponsor
of the Trust.

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

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

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

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

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

        "Super Majority" has the meaning set forth in paragraph 5(b) of Annex I.

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

        "10%  in  liquidation   amount  of  the  Securities"  means  Holders  of
outstanding  Securities voting together as a single class or, as the context may
require,  Holders of  outstanding  Capital  Securities or Holders of outstanding
Common Securities voting separately as a class, who are the record owners of 10%
or more of the aggregate  liquidation  amount  (including the stated amount that
would be paid on redemption,  liquidation or otherwise,  plus accrued and unpaid
Distributions  to the date upon which the voting  percentages are determined) of
all outstanding Securities of the relevant class.

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

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

        "Trustee"  or   "Trustees"   means  each  Person  who  has  signed  this
Declaration  as a trustee,  so long as such Person  shall  continue in office in
accordance  with the terms  hereof,  and all other  Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions  hereof,  and  references  herein to a Trustee or the Trustees  shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

        "Trust  Property" means (a) the Debentures,  (b) any cash on deposit in,
or owing to, the Property  Account and (c) all proceeds and rights in respect of
the  foregoing  and any other  property  and  assets  for the time being held or
deemed to be held by the  Institutional  Trustee  pursuant to the trusts of this
Declaration.

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

                                   ARTICLE II
                                  ORGANIZATION

        SECTION 2.1.    Name.  The  Trust is continued hereby and shall be known
                        ----
as "First Bank  Statutory  Trust X," as such name may be  modified  from time to
time by the Administrators following written notice to the Institutional Trustee
and the Holders of the Securities. The Trust's activities may be conducted under
the name of the Trust or any other name deemed advisable by the Administrators.

        SECTION 2.2.    Office. The  address  of  the  principal  office  of the
                        ------
Trust,  which  shall be in a state  of the  United  States  or the  District  of
Columbia,  is 600 James S. McDonnell  Blvd.,  Hazelwood,  Missouri 63042. On ten
Business  Days' written notice to the  Institutional  Trustee and the Holders of
the Securities, the Administrators may designate another principal office, which
shall be in a state of the United States or the District of Columbia.
<PAGE>

        SECTION 2.3.    Purpose. The  exclusive  purposes  and  functions of the
                        -------
Trust are (a) to issue and sell the Securities representing undivided beneficial
interests in the assets of the Trust, (b) to invest the gross proceeds from such
sale to acquire the  Debentures,  (c) to  facilitate  direct  investment  in the
assets of the Trust through  issuance of the Common  Securities  and the Capital
Securities and (d) except as otherwise  limited herein,  to engage in only those
other  activities  incidental  thereto that are deemed necessary or advisable by
the  Institutional  Trustee,  including,  without  limitation,  those activities
specified in this Declaration.  The Trust shall not borrow money,  issue debt or
reinvest  proceeds  derived  from  investments,  pledge  any of its  assets,  or
otherwise  undertake (or permit to be undertaken)  any activity that would cause
the Trust not to be classified  for United States federal income tax purposes as
a grantor trust.

        SECTION 2.4.    Authority.  Except  as  specifically  provided  in  this
                        ---------
Declaration,  the  Institutional  Trustee  shall  have  exclusive  and  complete
authority to carry out the  purposes of the Trust.  An action taken by a Trustee
on behalf  of the Trust and in  accordance  with  such  Trustee's  powers  shall
constitute the act of and serve to bind the Trust.  In dealing with the Trustees
acting on behalf of the Trust,  no Person  shall be required to inquire into the
authority of the Trustees to bind the Trust.  Persons dealing with the Trust are
entitled to rely  conclusively on the power and authority of the Trustees as set
forth in this Declaration.  The Administrators shall have only those ministerial
duties set forth herein with respect to accomplishing  the purposes of the Trust
and are not intended to be trustees or fiduciaries  with respect to the Trust or
the Holders.  The  Institutional  Trustee shall have the right, but shall not be
obligated except as provided in Section 2.6, to perform those duties assigned to
the Administrators.
<
        SECTION 2.5.    Title to Property of the Trust.  Except  as  provided in
                        ------------------------------
Section  2.6(g) and Section 2.8 with respect to the  Debentures and the Property
Account or as otherwise provided in this Declaration,  legal title to all assets
of the Trust  shall be vested in the  Trust.  The  Holders  shall not have legal
title to any part of the  assets  of the  Trust,  but  shall  have an  undivided
beneficial interest in the assets of the Trust.

        SECTION 2.6.    Powers    and   Duties   of   the   Trustees   and   the
                        --------------------------------------------------------
Administrators.
--------------
              (a)  The Trustees and the Administrators shall conduct the affairs
of the Trust in accordance  with the terms of this  Declaration.  Subject to the
limitations  set forth in paragraph (b) of this Section,  and in accordance with
the following  provisions (i) and (ii), the Administrators and, at the direction
of the Administrators,  the Trustees, shall have the authority to enter into all
transactions and agreements  determined by the  Administrators to be appropriate
in  exercising  the  authority,  express or  implied,  otherwise  granted to the
Trustees or the Administrators,  as the case may be, under this Declaration, and
to perform all acts in furtherance  thereof,  including without limitation,  the
following:

                   (i)  Each  Administrator  shall  have  the  power,  duty  and
              authority,  and  is  hereby  authorized,  to  act on behalf of the
              Trust with respect to the following matters:

                        (A)  the issuance and sale of the Securities;

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

                        (C)  to cause the rust to enter  into,  and to  execute,
                   deliver and perform on behalf of the Trust,  such  agreements
                   as  may  be   necessary  or  desirable in connection with the
                   purposes and function of the Trust, including agreements with
                   the Paying Agent, a Debenture subscription  agreement between
                   the   Trust   and   the  Sponsor  and   a  Common  Securities
                   subscription agreement between the Trust and the Sponsor;

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

                        (E)  if  and  at  such  time  determined  solely  by the
                   Sponsor at the request  of  the Holders,  assisting   in  the
                   designation  of the Capital  Securities  for trading in   the
                   Private  Offering,  Resales and Trading through the Automatic
                   Linkages ("PORTAL") system if available;
<PAGE>

                        (F)  the  sending  of  notices  (other  than  notices of
                   default)  and other information  regarding the Securities and
                   the   Debentures  to the  Holders  in  accordance  with  this
                   Declaration, including notice of any notice received from the
                   Debenture  Issuer  of  its  election  to  defer  payments  of
                   interest on the Debentures by extending the  interest payment
                   period under the Indenture;

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

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

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

                        (J)  unless  otherwise  determined  by the  Holders of a
                   Majority  in  liquidation  amount  of the  Securities  or  as
                   otherwise required by the Statutory Trust Act, to  execute on
                   behalf of the Trust  (either  acting alone  or together  with
                   any or all of the  Administrators)  any   documents  that the
                   Administrators  have the power to execute  pursuant  to  this
                   Declaration;

                        (K)  the  taking  of  any  action   incidental   to  the
                   foregoing as the Sponsor or an  Administrator  may  from time
                   to time  determine  is necessary or advisable  to give effect
                   to the  terms of this  Declaration  for  the  benefit  of the
                   Holders  (without  consideration  of  the  effect of any such
                   action on any particular Holder);

                        (L)  to  establish  a record  date with  respect  to all
                   actions to be  taken  hereunder that require a record date be
                   established,    including   Distributions,   voting   rights,
                   redemptions and exchanges,  and to issue relevant  notices to
                   the  Holders of  Capital  Securities  and  Holders  of Common
                   Securities as to such actions and applicable record dates;

                        (M)  to duly prepare and file on behalf of the Trust all
                   applicable  tax returns and tax information  reports that are
                   required to be filed with respect to the Trust;

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

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

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

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

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

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

                        (A)  the establishment of the Property Account;

                        (B)  the receipt of the Debentures;

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


<PAGE>

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

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

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

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

                        (H)  to the extent  provided  in this  Declaration,  the
                   winding up of the affairs of and liquidation of the Trust;

                        (I)  after  any    Event  of   Default   (of  which  the
                   Institutional  Trustee has  knowledge (as provided in Section
                   2.10(m)  hereof))  (provided,  that  such Event of Default is
                                       --------
                   not by or  with respect to the  Institutional  Trustee),  the
                   taking of  any  action  incidental  to the  foregoing  as the
                   Institutional  Trustee  may  from time to time  determine  is
                   necessary  or  advisable to  give effect to the terms of this
                   Declaration  and protect  and conserve the Trust Property for
                   the benefit of  the  Holders  (without  consideration  of the
                   effect of any such action on any particular Holder);

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

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

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

              (b)  So long as this Declaration remains in effect,  the Trust (or
the  Trustees  or  Administrators  acting  on  behalf  of the  Trust)  shall not
undertake any business,  activities or transaction  except as expressly provided
herein or  contemplated  hereby.  In  particular,  neither the  Trustees nor the
Administrators  may cause the Trust to (i) acquire any  investments or engage in
any activities not authorized by this Declaration,  (ii) sell, assign, transfer,
exchange,  mortgage,  pledge,  set-off or otherwise  dispose of any of the Trust
Property  or  interests  therein,  including  to  Holders,  except as  expressly
provided  herein,  (iii) take any action  that would  reasonably  be expected to
cause (or in the case of the Institutional Trustee, to the actual knowledge of a
Responsible  Officer  would  cause)  the Trust to fail or cease to  qualify as a
"grantor  trust" for United States federal  income tax purposes,  (iv) incur any
indebtedness  for borrowed  money or issue any other debt or (v) take or consent
to any action that would  result in the  placement of a lien on any of the Trust
Property.  The Institutional  Trustee shall, at the sole cost and expense of the
Trust,  defend all claims and  demands of all Persons at any time  claiming  any
lien on any of the Trust  Property  adverse to the  interest of the Trust or the
Holders in their capacity as Holders.

              (c)  In connection  with  the  issuance  and  sale of the  Capital
Securities,  the Sponsor shall have the right and  responsibility  to assist the
Trust with respect to, or effect on behalf of the Trust,  the following (and any
actions taken by the Sponsor in furtherance  of the following  prior to the date
of this Declaration are hereby ratified and confirmed in all respects):

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

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

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

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

              (e)  All expenses incurred by the  Administrators  or the Trustees
pursuant  to this  Section  2.6  shall be  reimbursed  by the  Sponsor,  and the
Trustees  shall have no  obligations  with respect to such  expenses;  provided,
however,  that this  Section  2.6(e)  does not  obligate  the Sponsor to pay any
expenses of the Trustees arising on or before the Closing Date.

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

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

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

        SECTION 2.7.    Prohibition  of  Actions  by the Trust and the Trustees.
                        -------------------------------------------------------
The Trust shall not, and the Institutional  Trustee and the Administrators shall
not, and the Administrators shall cause the Trust not to, engage in any activity
other than as required or authorized by this  Declaration.  In  particular,  the
Trust shall not, and the Institutional  Trustee and the Administrators shall not
cause the Trust to:

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

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

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

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

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

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

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

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

              (a)  The legal title to the  Debentures shall be owned by and held
of record in the name of the  Institutional  Trustee in trust for the benefit of
the Trust.  The right,  title and interest of the  Institutional  Trustee to the
Debentures  shall  vest  automatically  in  each  Person  who may  hereafter  be
appointed as Institutional  Trustee in accordance with Section 4.7. Such vesting
and cessation of title shall be effective whether or not conveyancing  documents
with regard to the Debentures have been executed and delivered.

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

              (c)  The Institutional Trustee shall:

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

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

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

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

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

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

                   (i)       the Trust has been completely  liquidated  and  the
              proceeds  of  the  liquidation  distributed  to the Holders of the
              Securities  pursuant  to the  terms  of  the  Securities  and this
              Declaration   (including   Annex  I)  and   the   certificate   of
              cancellation referenced in Section 7.1(b) has been filed; or

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

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

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

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

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

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

              (c)  All payments  made by the  Institutional  Trustee or a Paying
Agent in  respect  of the  Securities  shall be made only from the  revenue  and
proceeds  from the Trust  Property  and only to the extent  that there  shall be
sufficient   revenue  or  proceeds  from  the  Trust   Property  to  enable  the

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        SECTION 2.11.   Delaware Trustee. Notwithstanding any other provision of
                        ----------------
this  Declaration  other than Section 4.2,  the  Delaware  Trustee  shall not be
entitled to exercise any powers,  nor shall the Delaware Trustee have any of the
duties  and  responsibilities  of  any  of the  Trustees  or the  Administrators
described in this  Declaration  (except as may be required  under the  Statutory
Trust Act).  Except as set forth in Section 4.2, the Delaware Trustee shall be a
Trustee for the sole and limited  purpose of fulfilling the  requirements of ss.
3807 of the Statutory Trust Act.

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

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

        SECTION 2.14.   Duration of Trust.  The Trust, unless dissolved pursuant
                        -----------------
to the provisions of Article VII hereof,  shall have  existence for  thirty-five
(35) years from the Closing Date.

        SECTION 2.15.   Mergers.
                        -------

              (a)  The  Trust  may  not  consolidate, amalgamate,  merge with or
into, or be replaced by, or convey,  transfer or lease its properties and assets
substantially  as an  entirety to any  corporation  or other  Person,  except as
described in this Section  2.15 and except with respect to the  distribution  of
Debentures  to Holders of  Securities  pursuant  to  Section  7.1(a)(iv)  of the
Declaration or Section 3 of Annex I.

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

                   (i)  if the Trust is not the survivor, such  successor entity
              (the "Successor Entity") either:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE III
                                     SPONSOR

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

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

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

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

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

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

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

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

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

        SECTION 4.2.    Delaware Trustee.  If  required  by  the Statutory Trust
                        ----------------
Act, one Trustee (the "Delaware Trustee") shall be:

              (a)  a natural person who is a resident of the State of  Delaware;
or

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

        SECTION 4.3.    Institutional Trustee; Eligibility.
                        ----------------------------------

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

                   (i)       not be an Affiliate of the Sponsor;

                   (ii)      not offer or provide credit or  credit  enhancement
              to the Trust; and

                   (iii)     be a banking corporation  or  national  association
              organized and doing  business  under the laws of the United States
              of America or any state thereof or of the District of Columbia and
              authorized  under such laws to exercise  corporate  trust  powers,
              having a combined  capital and  surplus of at least fifty  million
              U.S.  dollars   ($50,000,000),   and  subject  to  supervision  or
              examination by federal,  state or District of Columbia  authority.
              If such corporation or national  association  publishes reports of
              condition   at  least   annually,   pursuant  to  law  or  to  the
              requirements of the supervising or examining authority referred to
              above,  then for the  purposes of this  Section  4.3(a)(iii),  the
              combined  capital  and  surplus of such  corporation  or  national
              association shall be deemed to be its combined capital and surplus
              as set forth in its most recent report of condition so published.

              (b)  If at any time the  Institutional  Trustee shall  cease to be
eligible  to so act  under  Section  4.3(a),  the  Institutional  Trustee  shall
immediately resign in the manner and with the effect set forth in Section 4.7.

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

              (d)  The initial  Institutional  Trustee  shall  be  LaSalle  Bank
National Association.

        SECTION 4.4.    Certain   Qualifications   of   the   Delaware   Trustee
                        --------------------------------------------------------
Generally.  The  Delaware  Trustee  shall be a U.S.  Person and either a natural
---------
person who is at least 21 years of age or a legal  entity that shall act through
one or more Authorized Officers.

        SECTION 4.5.    Administrators.  Each  Administrator  shall  be  a  U.S.
                        --------------
Person.

        There  shall at all  times be at least one  Administrator.  Except where
a requirement for action by a specific number of Administrators is expressly set
forth in this  Declaration  and except with  respect to any action the taking of
which is the subject of a meeting of the Administrators,  any action required or
permitted  to be taken by the  Administrators  may be taken by, and any power of
the  Administrators  may be  exercised  by, or with the consent of, any one such
Administrator acting alone.

        SECTION 4.6.    Initial Delaware Trustee.  The initial Delaware  Trustee
                        ------------------------
shall be LaSalle National Trust Delaware.

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

              (a)  No resignation  or  removal  of any  Trustee  (the  "Relevant
Trustee") and no  appointment  of a successor  Trustee  pursuant to this Article
shall become  effective  until the  acceptance of  appointment  by the successor
Trustee in accordance with the applicable requirements of this Section 4.7.
<PAGE>

              (b)  Subject to Section  4.7(a), a Relevant  Trustee may resign at
any time by giving  written  notice thereof to the Holders of the Securities and
by appointing a successor  Relevant Trustee,  except in the case of the Delaware
Trustee's  successor  which  shall be  appointed  by Holders  of a  Majority  in
liquidation  amount  of the  Common  Securities.  Upon  the  resignation  of the
Institutional  Trustee,  the Institutional  Trustee shall appoint a successor by
requesting  from at least three  Persons  meeting the  eligibility  requirements
their expenses and charges to serve as the successor  Institutional Trustee on a
form provided by the Administrators,  and selecting the Person who agrees to the
lowest reasonable expense and charges (the "Successor  Institutional  Trustee").
If the instrument of acceptance by the successor  Relevant  Trustee  required by
this Section 4.7 shall not have been delivered to the Relevant Trustee within 60
days  after  the  giving  of such  notice  of  resignation  or  delivery  of the
instrument of removal, the Relevant Trustee may petition,  at the expense of the
Trust,   any  federal,   state  or  District  of  Columbia  court  of  competent
jurisdiction for the appointment of a successor Relevant Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Relevant Trustee.  The  Institutional  Trustee shall have no liability for the
selection of such successor pursuant to this Section 4.7.

              (c)  Unless  an  Event  of  Default  shall  have  occurred  and be
continuing, any Trustee may be removed at any time by an act of the Holders of a
Majority in liquidation amount of the Common Securities. If any Trustee shall be
so  removed,  the Holders of the Common  Securities,  by act of the Holders of a
Majority  in  liquidation  amount  of the  Common  Securities  delivered  to the
Relevant Trustee,  shall promptly appoint a successor Relevant Trustee, and such
successor Trustee shall comply with the applicable  requirements of this Section
4.7.  If an  Event  of  Default  shall  have  occurred  and be  continuing,  the
Institutional  Trustee or the Delaware Trustee,  or both of them, may be removed
by the act of the  Holders of a Majority  in  liquidation  amount of the Capital
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust). If any Trustee shall be so removed, the Holders of Capital
Securities,  by act of the  Holders of a Majority in  liquidation  amount of the
Capital  Securities then outstanding  delivered to the Relevant  Trustee,  shall
promptly appoint a successor  Relevant  Trustee or Trustees,  and such successor
Trustee shall comply with the applicable requirements of this Section 4.7. If no
successor  Relevant  Trustee  shall have been so  appointed  by the Holders of a
Majority  in  liquidation   amount  of  the  Capital   Securities  and  accepted
appointment  in the manner  required  by this  Section  4.7 within 30 days after
delivery of an instrument of removal, the Relevant Trustee or any Holder who has
been a Holder  of the  Securities  for at least  six  months  may,  on behalf of
himself  and all others  similarly  situated,  petition  any  federal,  state or
District of Columbia court of competent  jurisdiction  for the  appointment of a
successor  Relevant  Trustee.  Such court may thereupon,  after prescribing such
notice, if any, as it may deem proper,  appoint a successor  Relevant Trustee or
Trustees.

              (d)  The   Institutional   Trustee   shall  give  notice  of  each
resignation  and each removal of a Trustee and each  appointment  of a successor
Trustee to all Holders and to the Sponsor. Each notice shall include the name of
the successor  Relevant Trustee and the address of its Corporate Trust Office if
it is the Institutional Trustee.

              (e)  Notwithstanding  the foregoing or any other provision of this
Declaration,  in the event a Delaware Trustee who is a natural person dies or is
adjudged by a court to have become  incompetent  or  incapacitated,  the vacancy
created  by  such  death,  incompetence  or  incapacity  may  be  filled  by the
Institutional   Trustee  (provided  the  Institutional   Trustee  satisfies  the
requirements  of a Delaware  Trustee as set forth in Section 4.2)  following the
procedures in this Section 4.7 (with the successor  being a Person who satisfies
the  eligibility   requirement  for  a  Delaware   Trustee  set  forth  in  this
Declaration) (the "Successor Delaware Trustee").

              (f)  In case of the appointment hereunder of a successor  Relevant
Trustee,  the retiring Relevant Trustee and each successor Relevant Trustee with
respect to the Securities  shall execute and deliver an amendment hereto wherein
each  successor  Relevant  Trustee shall accept such  appointment  and which (a)
shall contain such provisions as shall be necessary or desirable to transfer and
confirm  to, and to vest in,  each  successor  Relevant  Trustee all the rights,
powers,  trusts and duties of the retiring  Relevant Trustee with respect to the
Securities and the Trust and (b) shall add to or change any of the provisions of
this  Declaration  as  shall be  necessary  to  provide  for or  facilitate  the
administration  of the  Trust  by more  than  one  Relevant  Trustee,  it  being
understood  that  nothing  herein or in such  amendment  shall  constitute  such
Relevant  Trustees  co-trustees  and upon the  execution  and  delivery  of such
amendment  the  resignation  or removal of the retiring  Relevant  Trustee shall
become effective to the extent provided therein and each such successor Relevant

<PAGE>

Trustee,  without any further act, deed or conveyance,  shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on  request  of the  Trust or any  successor  Relevant  Trustee,  such  retiring
Relevant  Trustee  shall duly  assign,  transfer  and deliver to such  successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Securities and the Trust
subject to the payment of all unpaid  fees,  expenses  and  indemnities  of such
retiring Relevant Trustee.

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

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

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

        SECTION 4.8.    Vacancies Among Trustees. If  a  Trustee  ceases to hold
                        ------------------------
office for any reason and the number of  Trustees  is not  reduced  pursuant  to
Section 4.1, or if the number of Trustees is increased  pursuant to Section 4.1,
a vacancy shall occur. A resolution  certifying the existence of such vacancy by
the Trustees or, if there are more than two, a majority of the Trustees shall be
conclusive  evidence of the  existence  of such  vacancy.  The vacancy  shall be
filled with a Trustee appointed in accordance with Section 4.7.

        SECTION 4.9.    Effect of Vacancies. The death, resignation, retirement,
                        -------------------
removal,  bankruptcy,  dissolution,  liquidation,  incompetence or incapacity to
perform the duties of a Trustee  shall not  operate to  dissolve,  terminate  or
annul the Trust or terminate this Declaration.  Whenever a vacancy in the number
of Trustees  shall occur,  until such vacancy is filled by the  appointment of a
Trustee in accordance with Section 4.7, the Institutional Trustee shall have all
the powers  granted to the Trustees and shall  discharge all the duties  imposed
upon the Trustees by this Declaration.


        SECTION 4.10.   Meetings   of   the  Trustees  and  the  Administrators.
                        -------------------------------------------------------
Meetings of the Trustees or the  Administrators  shall be held from time to time
upon the call of any Trustee or Administrator,  as applicable.  Regular meetings
of the Trustees and the  Administrators,  respectively,  may be in person in the
United  States or by  telephone,  at a place (if  applicable)  and time fixed by
resolution of the Trustees or the Administrators,  as applicable.  Notice of any
in-person meetings of the Trustees or the Administrators shall be hand delivered
or otherwise  delivered in writing (including by facsimile,  with a hard copy by
overnight  courier)  not less than 48 hours before such  meeting.  Notice of any
telephonic  meetings of the  Trustees  or the  Administrators  or any  committee
thereof shall be hand delivered or otherwise  delivered in writing (including by
facsimile,  with a hard copy by overnight courier) not less than 24 hours before
a  meeting.  Notices  shall  contain a brief  statement  of the time,  place and
anticipated  purposes  of the  meeting.  The  presence  (whether in person or by
telephone)  of a Trustee or an  Administrator,  as the case may be, at a meeting
shall constitute a waiver of notice of such meeting except where a Trustee or an
Administrator,  as the case may be, attends a meeting for the express purpose of
objecting to the  transaction of any activity on the ground that the meeting has
not  been  lawfully  called  or  convened.  Unless  provided  otherwise  in this
Declaration,  any action of the Trustees or the Administrators,  as the case may
be,  may be taken at a meeting  by vote of a  majority  of the  Trustees  or the
Administrators  present (whether in person or by telephone) and eligible to vote
with respect to such matter;  provided, that, in the case of the Administrators,
                              --------
a Quorum is present,  or without a meeting by the unanimous  written  consent of
the Trustees or the Administrators, as the case may be. Meetings of the Trustees
and the Administrators together shall be held from time to time upon the call of
any Trustee or Administrator.

        SECTION 4.11.   Delegation of Power.
                        -------------------

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

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

        SECTION 4.12.   Merger,   Conversion,   Consolidation   or Succession to
                        --------------------------------------------------------
Business.
--------
              Any Person into which the  Institutional  Trustee or the  Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be  consolidated,  or any  Person  resulting  from  any  merger,  conversion  or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any Person  succeeding to all or substantially
all the corporate  trust business of the  Institutional  Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Institutional Trustee
or the Delaware Trustee, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided  such Person  shall be  otherwise  qualified  and  eligible  under this
Article and, provided,  further, that such Person shall file an amendment to the
Certificate  of Trust with the  Secretary  of State of the State of  Delaware as
contemplated in Section 4.7(i).

                                    ARTICLE V
                                  DISTRIBUTIONS

        SECTION 5.1.    Distributions.
                        -------------

              (a)  Holders shall receive  Distributions  in accordance  with the
applicable terms of the relevant  Holder's  Securities.  Distributions  shall be
made on the Capital  Securities and the Common Securities in accordance with the
preferences set forth in their  respective  terms. If and to the extent that the
Debenture Issuer makes a payment of interest  (including any Additional Interest
or Deferred Interest) or premium,  if any, on and/or principal on the Debentures
held by the  Institutional  Trustee  (the  amount  of any such  payment  being a
"Payment  Amount"),  the  Institutional  Trustee  shall and is directed,  to the
extent funds are available in the Property  Account for that purpose,  to make a
distribution  (a  "Distribution")  of the  Payment  Amount to  Holders.  For the
avoidance of doubt,  funds in the Property  Account shall not be  distributed to
Holders  to the  extent  of any  taxes  payable  by the  Trust,  in the  case of
withholding  taxes,  as  determined by the  Institutional  Trustee or any Paying
Agent and, in the case of taxes other than  withholding tax taxes, as determined
by the Administrators in a written notice to the Institutional Trustee.

              (b)  As a condition to the payment of any principal of or interest
on the Securities  without the imposition of withholding tax, the Administrators
shall require the previous delivery of properly  completed and signed applicable
U.S. federal income tax certifications  (generally,  an Internal Revenue Service
Form W-9 (or  applicable  successor  form)  in the  case of a  person  that is a
"United States person" within the meaning of Section  7701(a)(30) of the Code or
an Internal Revenue Service Form W-8 (or applicable  successor form) in the case
of a person that is not a "United  States  person" within the meaning of Section
7701(a)(30) of the Code, and any other certification  acceptable to it to enable
the  Institutional  Trustee or any Paying  Agent to determine  their  respective
duties and liabilities  with respect to any taxes or other charges that they may
be required to pay, deduct or withhold in respect of such Securities.

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

        SECTION 6.1.    General Provisions Regarding Securities.
                        ---------------------------------------

              (a)  The Administrators  shall on behalf  of the  Trust  issue one
series of capital  securities,  evidenced by a certificate  substantially in the
form of Exhibit A-1,  representing  undivided beneficial interests in the assets
of the Trust and  having  such  terms as are set forth in Annex I (the  "Capital
Securities"),  and one series of common  securities,  evidenced by a certificate
substantially  in the form of Exhibit  A-2,  representing  undivided  beneficial
interests  in the assets of the Trust and having  such terms as are set forth in
Annex I (the "Common Securities").  The Trust shall issue no securities or other
interests in the assets of the Trust other than the Capital  Securities  and the
Common  Securities.  The Capital  Securities rank pari passu and payment thereon
shall be made Pro Rata with the Common Securities except that, where an Event of
Default  has  occurred  and is  continuing,  the rights of Holders of the Common
Securities to payment in respect of Distributions and payments upon liquidation,
redemption  and  otherwise  are  subordinated  to the  rights to  payment of the
Holders of the Capital Securities.


<PAGE>

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

              (c)  The Capital Securities issued pursuant to Regulation S of the
Securities  Act or to  QIBs  shall  be,  except  as  provided  in  Section  6.4,
Book-Entry  Capital  Securities issued in the form of one or more Global Capital
Securities  registered  in the  name  of the  Depositary,  or  its  nominee  and
deposited  with the  Depositary or a custodian for the  Depositary for credit by
the Depositary to the respective accounts of the Depositary Participants thereof
(or such other accounts as they may direct).

              (d)  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.

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

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

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

              (a)  The Trust  shall  maintain  an  office  or  agency  where the
Securities may be presented for payment (the "Paying  Agent"),  and an office or
agency  where  Securities  may be  presented  for  registration  of  transfer or
exchange (the "Transfer  Agent").  The Trust hereby  appoints the  Institutional
Trustee as Paying Agent and Transfer Agent at LaSalle Bank National Association,
135 South LaSalle Street, Suite 1511, Chicago,  Illinois 60603,  Attention:  CDO
Trust Services  Group - First Bank Statutory  Trust X. The Trust shall also keep
or cause to be kept a register  for the purpose of  registering  Securities  and
transfers and exchanges of  Securities,  such register to be held by a registrar
(the  "Registrar").  The  Administrators  may  appoint  the  Paying  Agent,  the
Registrar and the Transfer Agent, and may appoint one or more additional  Paying
Agents,  one or more  co-Registrars,  or one or more co-Transfer  Agents in such
other  locations as it shall  determine.  The term "Paying  Agent"  includes any
additional Paying Agent, the term "Registrar"  includes any additional Registrar
or co-Registrar and the term "Transfer  Agent" includes any additional  Transfer
Agent or  co-Transfer  Agent.  The  Administrators  may change any Paying Agent,
Transfer Agent or Registrar at any time without prior notice to any Holder.  The
Administrators shall notify the Institutional Trustee of the name and address of
any Paying Agent,  Transfer Agent and Registrar not a party to this Declaration.
The Administrators  hereby initially appoint the Institutional Trustee to act as
Registrar for the Capital  Securities and the Common Securities at its Corporate
Trust Office.  The Institutional  Trustee or any of its Affiliates in the United
States may act as Paying Agent, Transfer Agent or Registrar.

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

        SECTION 6.3.    Form and Dating.
                        ---------------

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

              (b)  The Capital  Securities  sold  by the  Trust  to the  initial
purchasers  pursuant  to the  Placement  Agreement  and the  Capital  Securities
Purchase Agreement shall be issued in book entry form, registered in the name of
Cede & Co.,  as  nominee  on behalf of the  Depository  Trust  Company,  without
coupons,  and held by the Institutional  Trustee as custodian for the Depository
Trust Company.

        SECTION 6.4.    Book-Entry Capital Securities.
                        -----------------------------

              (a)  A Global Capital  Security may be  exchanged,  in whole or in
part, for Definitive Capital Securities  Certificates registered in the names of
Owners only if such exchange  complies with Article VIII and (i) the  Depositary
advises the  Administrators  and the  Institutional  Trustee in writing that the
Depositary   is  no  longer   willing  or  able   properly  to   discharge   its
responsibilities  with respect to the Global Capital Security,  and no qualified
successor is appointed by the Administrators  within ninety (90) days of receipt
of such notice,  (ii) the Depositary  ceases to be a clearing agency  registered
under the  Exchange  Act and the  Administrators  fail to  appoint  a  qualified
successor  within ninety (90) days of obtaining  knowledge of such event,  (iii)
the  Administrators at their option advise the Institutional  Trustee in writing
that the Trust elects to terminate the book-entry  system through the Depositary
or (iv) an Indenture  Event of Default has occurred and is continuing.  Upon the
occurrence of any event specified in clause (i), (ii),  (iii) or (iv) above, the
Administrators shall notify the Depositary and instruct the Depositary to notify
all Owners of Book-Entry Capital Securities and the Institutional Trustee of the
occurrence  of  such  event  and  of  the  availability  of  Definitive  Capital
Securities Certificates to Owners of the Capital Securities requesting the same.
Upon  the  issuance  of  Definitive   Capital   Securities   Certificates,   the
Administrators and the Institutional  Trustee shall recognize the Holders of the
Definitive  Capital  Securities  Certificates  as Holders.  Notwithstanding  the
foregoing,  if an Owner of a beneficial  interest in a Global  Capital  Security
wishes at any time to transfer an interest in such Global Capital  Security to a
Person  other  than a QIB,  such  transfer  shall be  effected,  subject  to the
Applicable  Depository  Procedures,  in accordance  with the  provisions of this
Section 6.4 and Article  VIII,  and the  transferee  shall  receive a Definitive
Capital Securities  Certificate in connection with such transfer.  A holder of a
Definitive Capital Securities Certificate that is a QIB may upon request, and in
accordance  with the  provisions of this Section 6.4 and Article VIII,  exchange
such Definitive  Capital Securities  Certificate for a beneficial  interest in a
Global Capital Security.

              (b)  If  any  Global  Capital  Security  is  to be  exchanged  for
Definitive  Capital  Securities  Certificates  or  canceled  in part,  or if any
Definitive Capital Securities Certificate is to be exchanged in whole or in part
for any Global Capital  Security,  then either (i) such Global Capital  Security
shall be so surrendered for exchange or cancellation as provided in this Section
6.4 and Article VIII or (ii) the aggregate  liquidation  amount  represented  by
such  Global  Capital  Security  shall be  reduced,  subject to Section  6.3, or
increased  by an amount  equal to the  liquidation  amount  represented  by that
portion of the Global Capital Security to be so exchanged or canceled,  or equal
to the  liquidation  amount  represented by such Definitive  Capital  Securities
Certificates to be so exchanged for any Global Capital Security, as the case may
be, by means of an appropriate  adjustment made on the records of the Securities

<PAGE>

Registrar,   whereupon  the  Institutional   Trustee,  in  accordance  with  the
Applicable  Depositary   Procedures,   shall  instruct  the  Depositary  or  its
authorized  representative  to make a  corresponding  adjustment to its records.
Upon any such  surrender to the  Administrators  or the  Registrar of any Global
Capital  Security or Securities by the  Depositary,  accompanied by registration
instructions,  the  Administrators,  or  any  one of  them,  shall  execute  the
Definitive Capital  Securities  Certificates in accordance with the instructions
of the Depositary. None of the Registrar,  Administrators,  or the Institutional
Trustee shall be liable for any delay in delivery of such  instructions  and may
conclusively  rely  on,  and  shall be  fully  protected  in  relying  on,  such
instructions.

              (c)  Every Definitive Capital Securities Certificate  executed and
delivered upon  registration or transfer of, or in exchange for or in lieu of, a
Global Capital  Security or any portion  thereof shall be executed and delivered
in the form of, and shall be, a Global Capital Security,  unless such Definitive
Capital Securities  Certificate is registered in the name of a Person other than
the Depositary for such Global Capital Security or a nominee thereof.

              (d)  The  Depositary  or  its  nominee, as  registered  owner of a
Global Capital Security, shall be the Holder of such Global Capital Security for
all purposes under this Declaration and the Global Capital Security,  and Owners
with respect to a Global Capital Security shall hold such interests  pursuant to
the Applicable Depositary Procedures.  The Registrar, the Administrators and the
Institutional  Trustee  shall be  entitled to deal with the  Depositary  for all
purposes  of  this  Declaration   relating  to  the  Global  Capital  Securities
(including the payment of the  liquidation  amount of and  Distributions  on the
Book-Entry Capital Securities represented thereby and the giving of instructions
or directions by Owners of Book-Entry Capital Securities represented thereby and
the giving of notices) as the sole Holder of the Book-Entry  Capital  Securities
represented thereby and shall have no obligations to the Owners thereof. None of
the Administrators,  the Institutional  Trustee nor the Registrar shall have any
liability in respect of any transfers effected by the Depositary.

              (e)  The rights of the Owners of the Book-Entry Capital Securities
shall be  exercised  only through the  Depositary  and shall be limited to those
established by law, the Applicable  Depositary Procedures and agreements between
such Owners and the  Depositary  and/or the Depositary  Participants;  provided,
                                                                       --------
solely for the  purpose of  determining  whether  the  Holders of the  requisite
amount of  Capital  Securities  have voted on any  matter  provided  for in this
Declaration,  to the extent that Capital  Securities are represented by a Global
Capital  Security,   the  Administrators  and  the  Institutional   Trustee  may
conclusively  rely on, and shall be fully  protected  in relying on, any written
instrument  (including a proxy)  delivered to the  Institutional  Trustee by the
Depositary setting forth the Owners' votes or assigning the right to vote on any
matter  to any other  Persons  either in whole or in part.  To the  extent  that
Capital  Securities are  represented by a Global Capital  Security,  the initial
Depositary will make book-entry transfers among the Depositary  Participants and
receive and transmit payments on the Capital  Securities that are represented by
a Global  Capital  Security  to such  Depositary  Participants,  and none of the
Sponsor,  the  Administrators  or  the  Institutional  Trustee  shall  have  any
responsibility or obligation with respect thereto.

              (f)  To the  extent that a notice  or other  communication  to the
Holders is required under this  Declaration,  for so long as Capital  Securities
are  represented  by a  Global  Capital  Security,  the  Administrator  and  the
Institutional  Trustee  shall give all such  notices and  communications  to the
Depositary, and shall have no obligations to the Owners.

        SECTION 6.5.    Mutilated, Destroyed, Lost or Stolen Certificates.   If:
                        -------------------------------------------------
(a) any mutilated Certificates should be surrendered to the Registrar, or if the
Registrar shall receive evidence to its satisfaction of the destruction, loss or
theft of any Certificate; and (b) there shall be delivered to the Registrar, the
Administrators  and the Institutional  Trustee such security or indemnity as may
be  required  by them to hold each of them  harmless;  then,  in the  absence of
notice that such Certificate  shall have been acquired by a bona fide purchaser,
an  Administrator  on behalf of the Trust  shall  execute  (and in the case of a
Capital Security Certificate,  the Institutional Trustee shall authenticate) and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen Certificate,  a new Certificate of like denomination.  In connection with
the issuance of any new Certificate under this Section 6.5, the Registrar or the
Administrators  may require the payment of a sum  sufficient to cover any tax or
other  governmental  charge  that may be imposed in  connection  therewith.  Any
duplicate   Certificate   issued  pursuant  to  this  Section  shall  constitute
conclusive evidence of an ownership interest in the relevant  Securities,  as if
originally  issued,  whether or not the lost,  stolen or  destroyed  Certificate
shall be found at any time.
<PAGE>

        SECTION 6.6.    Temporary Securities. Until  definitive  Securities  are
                        --------------------
ready for  delivery,  the  Administrators  may  prepare  and, in the case of the
Capital  Securities,  the Institutional  Trustee shall  authenticate,  temporary
Securities.  Temporary  Securities  shall be substantially in form of definitive
Securities but may have variations that the Administrators  consider appropriate
for temporary  Securities.  Without unreasonable delay, the Administrators shall
prepare and, in the case of the Capital  Securities,  the Institutional  Trustee
shall authenticate definitive Securities in exchange for temporary Securities.

        SECTION 6.7.    Cancellation. The Administrators at any time may deliver
                        ------------
Securities to the Registrar for cancellation. The Registrar shall forward to the
Institutional  Trustee any  Securities  surrendered  to it for  registration  of
transfer, redemption or payment. The Institutional Trustee shall promptly cancel
all Securities surrendered for registration of transfer, payment, replacement or
cancellation  and shall dispose of such canceled  Securities in accordance  with
its  standard  procedures  or  otherwise  as  the  Administrators   direct.  The
Administrators may not issue new Securities to replace Securities that have been
paid or, except for Securities surrendered for purposes of transfer or exchange,
that have been delivered to the Institutional Trustee for cancellation.

        SECTION 6.8.    Rights of Holders; Waivers of Past Defaults.
                        -------------------------------------------

              (a)  The  legal  title to the Trust Property is vested exclusively
in the  Institutional  Trustee  (in its  capacity  as such) in  accordance  with
Section 2.5,  and the Holders  shall not have any right or title  therein  other
than the undivided  beneficial  interest in the assets of the Trust conferred by
their  Securities  and they  shall  have no right to call for any  partition  or
division of property,  profits or rights of the Trust except as described below.
The Securities  shall be personal  property giving only the rights  specifically
set forth therein and in this Declaration. The Securities shall have no, and the
issuance of the Securities shall not be subject to,  preemptive or other similar
rights and when issued and delivered to Holders  against payment of the purchase
price  therefor,  the  Securities  will be fully paid and  nonassessable  by the
Trust.

              (b)  For so long as any Capital Securities remain outstanding, if,
upon an Indenture  Event of Default  under  paragraphs  (c),  (e), (f) or (g) of
Section 5.01 of the Indenture, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding  Debentures fail to declare
the principal of all of the  Debentures to be immediately  due and payable,  the
Holders  of not less  than a  Majority  in  liquidation  amount  of the  Capital
Securities then  outstanding  shall have the right to make such declaration by a
notice in writing to the  Institutional  Trustee,  the Sponsor and the Debenture
Trustee.

              (c)  Upon an Indenture Event of Default under paragraphs (c), (e),
(f) or (g) of Section 5.01 of the Indenture at any time after a  declaration  of
acceleration  of maturity of the  Debentures has been made and before a judgment
or  decree  for  payment  of the money due has been  obtained  by the  Debenture
Trustee as provided in the Indenture,  if the Institutional Trustee,  subject to
the  provisions  hereof,  fails to annul any such  declaration  and  waive  such
default,  the Holders of not less than a Majority in  liquidation  amount of the
Capital Securities,  by written notice to the Institutional Trustee, the Sponsor
and the  Debenture  Trustee,  may  rescind  and annul such  declaration  and its
consequences if:

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

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

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

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

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

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

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

              (e)  Upon receipt by the Institutional  Trustee of written  notice
declaring such an acceleration,  or rescission and annulment thereof, by Holders
of any part of the Capital  Securities,  a record date shall be established  for
determining  Holders of outstanding  Capital Securities entitled to join in such
notice,  which  record  date  shall be at the close of  business  on the day the
Institutional  Trustee receives such notice. The Holders on such record date, or
their duly designated proxies, and only such Persons,  shall be entitled to join
in such notice,  whether or not such Holders  remain  Holders  after such record
date; provided, that, unless such declaration of acceleration, or rescission and
annulment,  as the case may be,  shall have  become  effective  by virtue of the
requisite  percentage  having  joined in such notice prior to the day that is 90
days after such record date,  such notice of  declaration  of  acceleration,  or
rescission and annulment,  as the case may be, shall  automatically  and without
further  action by any Holder be canceled and of no further  effect.  Nothing in
this  paragraph  shall  prevent a Holder,  or a proxy of a Holder,  from giving,
after  expiration of such 90-day period,  a new written notice of declaration of
acceleration,  or rescission and annulment thereof,  as the case may be, that is
identical to a written notice that has been canceled  pursuant to the proviso to
the preceding  sentence,  in which event a new record date shall be  established
pursuant to the provisions of this Section 6.8.

              (f)  Except as otherwise provided in this Section 6.8, the Holders
of not less than a Majority in liquidation amount of the Capital Securities may,
on behalf of the Holders of all the Capital  Securities,  waive any past default
or Event of Default and its consequences.  Upon such waiver, any such default or
Event of  Default  shall  cease to exist,  and any  default  or Event of Default
arising  therefrom shall be deemed to have been cured, for every purpose of this
Declaration,  but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.

                                  ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

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

              (a)  The Trust shall dissolve on the first to occur of

                   (i)       unless  earlier  dissolved,  on September 15, 2042,
              the expiration of the term of the Trust;

                   (ii)      a Bankruptcy Event with respect to the Sponsor, the
              Trust or the Debenture Issuer;

                   (iii)     (other   than   in   connection   with  a   merger,
              consolidation  or  similar   transaction  not  prohibited  by  the
              Indenture,  this Declaration or the Guarantee, as the case may be)
              the filing of a certificate of dissolution or its equivalent  with
              respect to the  Sponsor or upon the  revocation  of the charter of
              the  Sponsor  and the  expiration  of 90 days  after  the  date of
              revocation without a reinstatement thereof;

                   (iv)      the distribution of all of  the  Debentures  to the
              Holders  of the  Securities,  upon  exercise  of the  right of the
              Holders of all of the  outstanding  Common  Securities to dissolve
              the Trust as provided in Annex I hereto;

                   (v)       the entry of a decree of  judicial  dissolution  of
              any Holder of the Common  Securities,  the  Sponsor,  the Trust or
              the Debenture Issuer;
<PAGE>

                   (vi)      when all of the Securities  shall have  been called
              for  redemption and  the amounts necessary for redemption  thereof
              shall  have been paid to the Holders in accordance  with the terms
              of the Securities; or

                   (vii)     before  the issuance  of any  Securities,  with the
              consent of all of the Trustees and the Sponsor.

              (b)  As soon as is  practicable after the  occurrence  of an event
referred  to in  Section  7.1(a),  and  after  satisfaction  of  liabilities  to
creditors of the Trust as required by applicable law,  including Section 3808 of
the  Statutory  Trust  Act,  and  subject to the terms set forth in Annex I, the
Delaware  Trustee,  when notified in writing of the completion of the winding up
of the Trust in accordance  with the Statutory  Trust Act,  shall  terminate the
Trust by filing,  at the expense of the Sponsor,  a certificate of  cancellation
with the Secretary of State of the State of Delaware.

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

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

        SECTION 8.1.    General.
                        -------

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

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

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

              (d)  The   Registrar   shall   provide  for  the  registration  of
Securities and of transfers of Securities, which will be effected without charge
but only upon  payment  (with such  indemnity as the  Registrar  may require) in
respect of any tax or other governmental charges that may be imposed in relation
to it. Upon  surrender  for  registration  of transfer  of any  Securities,  the
Registrar shall cause one or more new Securities to be issued in the name of the
designated transferee or transferees.  Any Security issued upon any registration
of transfer or exchange pursuant to the terms of this Declaration shall evidence
the  same  Security  and  shall be  entitled  to the same  benefits  under  this
Declaration as the Security  surrendered  upon such  registration of transfer or
exchange.  Every  Security  surrendered  for  registration  of transfer shall be
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Registrar duly executed by the Holder or such Holder's  attorney duly authorized
in writing.  Each Security  surrendered  for  registration  of transfer shall be
canceled by the Institutional Trustee pursuant to Section 6.7. A transferee of a
Security  shall be entitled to the rights and  subject to the  obligations  of a
Holder  hereunder  upon  the  receipt  by  such  transferee  of a  Security.  By
acceptance of a Security,  each transferee  shall be deemed to have agreed to be
bound by this Declaration.

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

        SECTION 8.2.    Transfer Procedures and Restrictions.
                        ------------------------------------

              (a)  The Capital Securities  shall bear the Restricted  Securities
Legend (as defined below),  which shall not be removed unless there is delivered
to the Trust such satisfactory evidence, which may include an opinion of counsel
reasonably  acceptable to the Administrators and the Institutional  Trustee,  as
may be  reasonably  required  by the Trust or the  Institutional  Trustee,  that
neither  the legend nor the  restrictions  on  transfer  set forth  therein  are
required to ensure that  transfers  thereof  comply with the  provisions  of the
Securities Act or that such Securities are not  "restricted"  within the meaning
of Rule 144  under the  Securities  Act.  Upon  provision  of such  satisfactory
evidence,   the  Institutional   Trustee,   at  the  written  direction  of  the
Administrators,  shall  authenticate and deliver Capital  Securities that do not
bear the Restricted  Securities  Legend (other than the legend  contemplated  by
Section 8.2(d)).

              (b)  When Capital Securities are presented to the Registrar (x) to
register  the  transfer of such  Capital  Securities,  or (y) to  exchange  such
Capital  Securities  for an equal number of Capital  Securities  represented  by
different  Certificates,  the Registrar  shall register the transfer or make the
exchange as requested if its reasonable  requirements  for such  transaction are
met; provided, however, that the Capital Securities surrendered for registration
     --------  -------
of transfer  or exchange  shall be duly  endorsed  or  accompanied  by a written
instrument of transfer in form reasonably  satisfactory  to the  Administrators,
the Institutional Trustee and the Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.

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

        THIS CAPITAL SECURITY IS A GLOBAL CAPITAL SECURITY WITHIN THE MEANING OF
THE  DECLARATION  HEREINAFTER  REFERRED TO AND IS  REGISTERED IN THE NAME OF THE
DEPOSITORY  TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS CAPITAL  SECURITY IS
EXCHANGEABLE  FOR CAPITAL  SECURITIES  REGISTERED  IN THE NAME OF A PERSON OTHER
THAN DTC OR ITS  NOMINEE  ONLY IN THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN THE
DECLARATION,  AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF
THIS  CAPITAL  SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR  ANOTHER  NOMINEE  OF DTC) MAY BE  REGISTERED  EXCEPT  IN  LIMITED
CIRCUMSTANCES.

        UNLESS  THIS   CAPITAL   SECURITY   IS   PRESENTED   BY  AN   AUTHORIZED
REPRESENTATIVE  OF DTC  TO  FIRST  BANK  STATUTORY  TRUST  X OR  ITS  AGENT  FOR
REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CAPITAL SECURITY ISSUED
IS  REGISTERED  AS REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY
PAYMENT  HEREON IS MADE TO SUCH OTHER ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE  DEBENTURE  ISSUER OR THE TRUST,  (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"),  TO A PERSON THE HOLDER  REASONABLY  BELIEVES IS A
"QUALIFIED  INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A "NON
U.S.  PERSON" IN AN "OFFSHORE  TRANSACTION"  PURSUANT TO  REGULATION S UNDER THE
SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
OF  THE  SECURITIES  ACT TO AN  "ACCREDITED  INVESTOR"  WITHIN  THE  MEANING  OF
SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING  THE  SECURITY  FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH AN
"ACCREDITED  INVESTOR," FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (E)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  DEBENTURE
ISSUER'S  AND THE  TRUST'S  RIGHT  PRIOR TO ANY  SUCH  OFFER,  SALE OR  TRANSFER
PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION  AND/OR  OTHER  INFORMATION   SATISFACTORY  TO  EACH  OF  THEM  IN
ACCORDANCE  WITH THE AMENDED AND RESTATED  DECLARATION OF TRUST, A COPY OF WHICH
MAY BE  OBTAINED  FROM THE  DEBENTURE  ISSUER OR THE  TRUST.  THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.
<PAGE>

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

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

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

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

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

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

              (f)  Neither the Institutional  Trustee nor the Registrar shall be
responsible for ascertaining  whether any transfer  hereunder  complies with the
registration provisions of or any exemptions from the Securities Act, applicable
state securities laws or the applicable laws of any other  jurisdiction,  ERISA,
the Code or the Investment Company Act.
<PAGE>

        SECTION 8.3.    Deemed Security Holders.
                        -----------------------

        The Trust,  the  Administrators,  the Trustees,  the Paying  Agent,  the
Transfer  Agent  or the  Registrar  may  treat  the  Person  in  whose  name any
Certificate  shall be  registered  on the books and  records of the Trust as the
sole  holder  of such  Certificate  and of the  Securities  represented  by such
Certificate for purposes of receiving  Distributions  and for all other purposes
whatsoever  and,  accordingly,  shall not be bound to recognize any equitable or
other claim to or interest in such Certificate or in the Securities  represented
by such  Certificate  on the part of any Person,  whether or not the Trust,  the
Administrators,  the  Trustees,  the Paying  Agent,  the  Transfer  Agent or the
Registrar shall have actual or other notice thereof.

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

        SECTION 9.1.    Liability.
                        ---------

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

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

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

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

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

        SECTION 9.2.    Exculpation.
                        -----------

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

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

              (c)  It is expressly  understood and agreed by the parties  hereto
that insofar as any document,  agreement or certificate is executed on behalf of
the Trust by any Trustee (i) such document, agreement or certificate is executed
and delivered by such Trustee,  not in its  individual  capacity,  but solely as
Trustee  under this  Declaration  in the  exercise  of the powers and  authority
conferred and vested in it, (ii) each of the  representations,  undertakings and
agreements  made  on  the  part  of  the  Trust  is  made  and  intended  not as
representations,  warranties,  covenants,  undertakings  and  agreements  by any
Trustee in its individual capacity,  but is made and intended for the purpose of
binding only the Trust and (iii) under no circumstances shall any Trustee in its
individual  capacity be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any  obligation,
representation,  warranty or covenant made or undertaken by the Trust under this
Declaration or any other document, agreement or certificate.

        SECTION 9.3.    Fiduciary Duty.
                        --------------

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

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

                   (i)       in its "discretion" or under  a  grant  of  similar
              authority,  the  Indemnified  Person shall be entitled to consider
              such  interests  and  factors  as it  desires,  including  its own
              interests,  and  shall  have  no duty or  obligation  to give  any
              consideration to any interest of or factors affecting the Trust or
              any other Person; or

                   (ii)      in  its  "good  faith"  or  under  another  express
              standard,   the  Indemnified  Person  shall act under such express
              standard  and  shall  not be  subject  to  any  other or different
              standard imposed by this Declaration or by applicable law.

        SECTION 9.4.    Indemnification.
                        ---------------

              (a)  (i)       The Sponsor shall indemnify,  to the fullest extent
              permitted by law, any Indemnified  Person who was or is a party or
              is  threatened  to be made a party to any  threatened,  pending or
              completed  action,  suit or proceeding,  whether civil,  criminal,
              administrative or investigative (other than an action by or in the
              right of the Trust), that arises out of or in connection with this
              Declaration, the Indenture or the transactions contemplated hereby
              by reason of the fact  that such  Person is or was an  Indemnified
              Person against expenses (including  attorneys' fees and expenses),
              judgments,  fines and  amounts  paid in  settlement  actually  and
              reasonably incurred by such Person in connection with such action,
              suit or  proceeding  if such  Person  acted in good faith and in a
              manner such Person reasonably  believed to be in or not opposed to
              the best interests of the Trust, and, with respect to any criminal
              action or  proceeding,  had no  reasonable  cause to believe  such
              conduct was  unlawful.  The  termination  of any  action,  suit or
              proceeding by judgment,  order, settlement,  conviction, or upon a
              plea of nolo contendere or its  equivalent,  shall not, of itself,
              create a presumption  that the  Indemnified  Person did not act in
              good faith and in a manner which such Person  reasonably  believed
              to be in or not opposed to the best  interests of the Trust,  and,
              with respect to any criminal action or proceeding,  had reasonable
              cause to believe that such conduct was unlawful.
<PAGE>

                   (ii)      The Sponsor shall indemnify, to the fullest  extent
              permitted by law, any Indemnified  Person who was or is a party or
              is  threatened  to be made a party to any  threatened,  pending or
              completed  action or suit that arises out of or in connection with
              this Declaration,  the Indenture or the transactions  contemplated
              hereby by or in the right of the Trust to  procure a  judgment  in
              its favor by  reason  of the fact  that  such  Person is or was an
              Indemnified Person against expenses (including attorneys' fees and
              expenses)  actually  and  reasonably  incurred  by such  Person in
              connection  with the defense or  settlement of such action or suit
              if such  Person  acted in good faith and in a manner  such  Person
              reasonably  believed to be in or not opposed to the best interests
              of the Trust and except that no such indemnification shall be made
              in  respect  of any  claim,  issue  or  matter  as to  which  such
              Indemnified  Person  shall have been  adjudged to be liable to the
              Trust, unless and only to the extent that the Court of Chancery of
              Delaware  or the court in which  such  action or suit was  brought
              shall determine upon application that, despite the adjudication of
              liability but in view of all the  circumstances  of the case, such
              Person is fairly and  reasonably  entitled to  indemnity  for such
              expenses  which such Court of  Chancery  or such other court shall
              deem proper.

                   (iii)     To the extent that an Indemnified  Person  shall be
              successful on the merits or otherwise  (including  dismissal of an
              action  without  prejudice or the  settlement of an action without
              admission  of  liability)  in  defense  of  any  action,  suit  or
              proceeding  referred to in paragraphs (i) and (ii) of this Section
              9.4(a), or in defense of any claim, issue or matter therein,  such
              Person shall be  indemnified,  to the fullest extent  permitted by
              law,  against  expenses  (including  attorneys' fees and expenses)
              actually  and  reasonably  incurred by such  Person in  connection
              therewith.

                   (iv)      Any indemnification   of  an  Administrator   under
              paragraphs (i) and (ii) of this Section 9.4(a) (unless  ordered by
              a court)  shall be made by the Sponsor only as  authorized  in the
              specific case upon a  determination  that  indemnification  of the
              Indemnified  Person is proper in the  circumstances  because  such
              Person has met the  applicable  standard  of conduct  set forth in
              paragraphs (i) and (ii). Such  determination  shall be made (A) by
              the  Administrators  by a majority vote of a Quorum  consisting of
              such  Administrators who were not parties to such action,  suit or
              proceeding,  (B) if such a Quorum is not  obtainable,  or, even if
              obtainable,  if  a  Quorum  of  disinterested   Administrators  so
              directs, by independent legal counsel in a written opinion, or (C)
              by the Common Security Holder of the Trust.

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

<PAGE>

              believed  to be  opposed  to or did not  believe to be in the best
              interests  of  the  Trust,   or,  with  respect  to  any  criminal
              proceeding,   that  such   Indemnified   Person  believed  or  had
              reasonable cause to believe such conduct was unlawful. In no event
              shall any advance be made (i) to a Company  Indemnified  Person in
              instances where the  Administrators,  independent legal counsel or
              the Common Security Holder  reasonably  determine that such Person
              deliberately  breached  such  Person's  duty to the  Trust  or its
              Common  or  Capital  Security  Holders  or  (ii)  to  a  Fiduciary
              Indemnified  Person in instances where  independent  legal counsel
              promptly and reasonably  determines in a written opinion that such
              Person  deliberately  breached  such Person's duty to the Trust or
              its Common or Capital Security Holders.

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

              (c)  The indemnification  and advancement of expenses provided by,
or granted  pursuant to, the other  paragraphs  of this Section 9.4 shall not be
deemed exclusive of any other rights to which those seeking  indemnification and
advancement  of  expenses  may  be  entitled   under  any  agreement,   vote  of
stockholders  or  disinterested  directors  of the  Sponsor or Capital  Security
Holders of the Trust or otherwise,  both as to action in such Person's  official
capacity and as to action in another  capacity  while  holding such office.  All
rights to indemnification  under this Section 9.4 shall be deemed to be provided
by a contract between the Sponsor and each Indemnified Person who serves in such
capacity  at any time  while  this  Section  9.4 is in  effect.  Any  repeal  or
modification of this Section 9.4 shall not affect any rights or obligations then
existing.

              (d)  The Sponsor or the Trust may purchase and maintain  insurance
on  behalf  of  any  Person  who is or was an  Indemnified  Person  against  any
liability  asserted  against such Person and incurred by such Person in any such
capacity,  or arising out of such  Person's  status as such,  whether or not the
Sponsor  would have the power to indemnify  such Person  against such  liability
under the provisions of this Section 9.4.

              (e)  For purposes of this Section  9.4, references  to "the Trust"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent)  absorbed in a consolidation
or  merger,  so that any Person who is or was a  director,  trustee,  officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity,  shall stand in the same position  under the  provisions of this Section
9.4 with respect to the resulting or surviving  entity as such Person would have
with respect to such constituent entity if its separate existence had continued.

              (f)  The indemnification  and advancement of expenses provided by,
or granted pursuant to, this Section 9.4 shall,  unless otherwise  provided when
authorized  or  ratified,  continue  as to a  Person  who  has  ceased  to be an
Indemnified  Person and shall inure to the benefit of the heirs,  executors  and
administrators of such a Person.

              (g)  The   provisions  of  this  Section  9.4  shall  survive  the
termination  of this  Declaration  or the earlier  resignation or removal of the
Institutional  Trustee. The obligations of the Sponsor under this Section 9.4 to
compensate  and  indemnify the Trustees and to pay or reimburse the Trustees for
expenses,  disbursements and advances shall constitute  additional  indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Securities  upon all property and funds held or collected by the Trustees
as such, except funds held in trust for the benefit of the holders of particular
Capital  Securities,  provided,  that the  Sponsor  is the  holder of the Common
                      --------
Securities.
<PAGE>

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

        SECTION 9.6.    Compensation; Fee.
                        -----------------

              (a)  Subject  to the  provisions  set  forth in the Fee  Agreement
between the Institutional  Trustee, Cohen & Company and the Company of even date
herewith, the Sponsor agrees:

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

                   (ii)      except as otherwise expressly provided  herein,  to
              reimburse the Trustees upon request for all reasonable, documented
              expenses,  disbursements  and  advances  incurred  or  made by the
              Trustees in  accordance  with any  provision  of this  Declaration
              (including  the  reasonable  compensation  and  the  expenses  and
              disbursements of their respective agents and counsel),  except any
              such  expense,  disbursement  or  advance  attributable  to  their
              negligence or willful misconduct.

              (b)  The   provisions  of  this  Section  9.6  shall  survive  the
dissolution of the Trust and the termination of this Declaration and the removal
or resignation of any Trustee.

                                   ARTICLE X
                                   ACCOUNTING

        SECTION 10.1.   Fiscal Year. The fiscal year (the "Fiscal  Year") of the
                        -----------
Trust shall be the calendar year, or such other year as is required by the Code.

        SECTION 10.2.   Certain Accounting Matters.
                        --------------------------

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

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

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

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

              (e)  The Administrators  will  cause  the  Sponsor's  FR Y-9 to be
delivered  to the  Institutional  Trustee  to hold on behalf  of each  Holder of
Securities promptly following their filing with the Federal Reserve.

        SECTION 10.3.   Banking. The  Trust  shall  maintain  one  or  more bank
                        -------
accounts in the United States,  as defined for purposes of Treasury  Regulations
ss.  301.7701-7,  in the name and for the sole  benefit of the Trust;  provided,
                                                                       --------
however,  that all  payments of funds in respect of the  Debentures  held by the
-------
Institutional  Trustee  shall be made  directly to the  Property  Account and no
other funds of the Trust shall be deposited in the  Property  Account.  The sole
signatories  for  such  accounts  (including  the  Property  Account)  shall  be
designated by the Institutional Trustee.

        SECTION 10.4.   Withholding. The  Institutional  Trustee  or  any Paying
                        -----------
Agent and the  Administrators  shall  comply with all  withholding  requirements
under United States federal,  state and local law. As a condition to the payment
of any principal of or interest on any Debt Security  without the  imposition of
withholding tax, the Institutional Trustee or any Paying Agent shall require the
previous  delivery of properly  completed  and signed  applicable  U.S.  federal
income tax certifications  (generally,  an Internal Revenue Service Form W-9 (or
applicable  successor  form) in the case of a person  that is a  "United  States
person"  within the  meaning of Section  7701(a)(30)  of the Code or an Internal
Revenue Service Form W-8 (or applicable  successor form) in the case of a person
that is not a "United States  person" within the meaning of Section  7701(a)(30)
of the  Code)  and  any  other  certification  acceptable  to it to  enable  the
Institutional  Trustee or any Paying  Agent and the Trustee to  determine  their
respective  duties and  liabilities  with respect to any taxes or other  charges
that they may be  required  to pay,  deduct or  withhold in respect of such Debt
Security or the holder of such Debt Security  under any present or future law or
regulation of the United States or any political  subdivision  thereof or taxing
authority  therein or to comply with any reporting or other  requirements  under
any such law or regulation.  The  Administrators  shall file required forms with
applicable  jurisdictions  and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Institutional Trustee or any
Paying Agent is required to withhold  and pay over any amounts to any  authority
with respect to distributions or allocations to any Holder,  the amount withheld
shall  be  deemed  to be a  Distribution  to the  Holder  in the  amount  of the
withholding.  In the  event of any  claimed  overwithholding,  Holders  shall be
limited to an action against the applicable jurisdiction. If the amount required
to  be  withheld  was  not  withheld  from  actual   Distributions   made,   the
Institutional Trustee or any Paying Agent may reduce subsequent Distributions by
the amount of such withholding.

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

        SECTION 11.1.   Amendments.
                        ----------

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

                   (i)       the Institutional Trustee,

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


<PAGE>

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

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

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

                   (i)       unless the Institutional Trustee  shall  have first
              received

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

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

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

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

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

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

                             (D)    cause the Debenture Issuer to  be  unable to
                   treat  an   amount  equal  to the  Liquidation  Amount of the
                   Capital   Securities  as "Tier 1 Capital" for purposes of the
                   capital  adequacy  guidelines of (x) the Federal Reserve (or,
                   if the Debenture Issuer is not a  bank holding company,  such
                   guidelines or policies  applied to  the  Debenture  Issuer as
                   if the Debenture  Issuer were subject  to  such guidelines of
                   policies) or of (y) any  other  regulatory  authority  having
                   jurisdiction over the Debenture Issuer.

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

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

              (e) Sections  9.1(b) and 9.1(c) and this Section 11.1 shall not be
amended without the consent of all of the Holders of the Securities.

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

              (g) Subject to Section 11.1(a), this Declaration may be amended by
the Institutional  Trustee and the Holder of a Majority in liquidation amount of
the  Common  Securities  without  the  consent  of the  Holders  of the  Capital
Securities to:
<PAGE>

                   (i)       cure any ambiguity;

                   (ii)      correct  or  supplement   any   provision  in  this
              Declaration  that may be defective or inconsistent  with any other
              provision of this Declaration;

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

                   (iv)      modify,  eliminate  or add to any provision of this
              Declaration  to such  extent  as may be  necessary  or  desirable,
              including,  without  limitation,  to ensure that the Trust will be
              classified  for United States  federal  income tax purposes at all
              times as a grantor  trust and will not be  required to register as
              an Investment  Company under the Investment Company Act (including
              without  limitation  to conform  to any change in Rule 3a-5,  Rule
              3a-7 or any other applicable rule under the Investment Company Act
              or written change in interpretation or application  thereof by any
              legislative   body,   court,   government   agency  or  regulatory
              authority) which amendment does not have a material adverse effect
              on  the  right,  preferences  or  privileges  of  the  Holders  of
              Securities;

provided, however, that no  such  modification, elimination or addition referred
--------  -------
to  in  clauses  (i), (ii), (iii)  or (iv)  shall  adversely  affect the powers,
preferences or rights of Holders of Capital Securities.

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

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

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

                   (i)       notice of  any such  meeting  shall be given to all
              the  Holders of the Securities  having a right to vote thereat  at
              least  7 days and  not  more  than 60 days before the date of such
              meeting.  Whenever  a  vote, consent  or approval  of the  Holders
              of the  Securities is permitted or required under this Declaration
              or the rules of any stock exchange on which the Capital Securities
              are listed or admitted  or trading, if any, such vote,  consent or
              approval  may  be  given  at a  meeting  of  the  Holders  of  the
              Securities.  Any  action  that may be taken  at a  meeting  of the
              Holders  of the  Securities  may be taken  without a meeting  if a
              consent in writing  setting forth the action so taken is signed by
              the  Holders of the  Securities  owning not less than the  minimum
              amount of Securities  that would be necessary to authorize or take
              such  action at a meeting at which all  Holders of the  Securities
              having a right to vote  thereon  were  present and voting.  Prompt
              notice of the taking of action without a meeting shall be given to
              the  Holders  of the  Securities  entitled  to vote  who  have not
              consented  in writing.  The  Administrators  may specify  that any
              written ballot  submitted to the Holders of the Securities for the
              purpose of taking any action  without a meeting  shall be returned
              to the Trust within the time specified by the Administrators;

                   (ii)      each Holder of a Security may  authorize any Person
              to  act  for  it  by   proxy  on  all matters in which a Holder of
              Securities is  entitled to participate,  including waiving  notice
              of any  meeting, or voting or participating at a meeting. No proxy

<PAGE>

              shall   be valid after the  expiration  of 11 months from the date
              thereof unless otherwise provided in the proxy. Every proxy  shall
              be revocable at the pleasure  of  the  Holder  of  the  Securities
              executing it.  Except as otherwise  provided  herein,  all matters
              relating  to the giving,  voting or  validity of proxies  shall be
              governed by the General  Corporation  Law of the State of Delaware
              relating to proxies, and judicial interpretations  thereunder,  as
              if the Trust were a Delaware  corporation  and the  Holders of the
              Securities  were  stockholders  of a  Delaware  corporation;  each
              meeting of the Holders of the Securities shall be conducted by the
              Administrators or by such other Person that the Administrators may
              designate; and

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

                                  ARTICLE XII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

        SECTION 12.1.   Representations and Warranties of Institutional Trustee.
                        -------------------------------------------------------
The Trustee that acts as initial  Institutional  Trustee represents and warrants
to the  Trust  and to the  Sponsor  at the  date of this  Declaration,  and each
Successor  Institutional  Trustee  represents  and warrants to the Trust and the
Sponsor at the time of the Successor  Institutional  Trustee's acceptance of its
appointment as Institutional Trustee, that:

              (a)  the   Institutional  Trustee  is  a  banking  corporation  or
national association with trust powers, duly organized,  validly existing and in
good  standing  under the laws of the State of New York or the United  States of
America,  respectively,  with trust power and  authority to execute and deliver,
and to  carry  out  and  perform  its  obligations  under  the  terms  of,  this
Declaration;

              (b)  the Institutional  Trustee has a combined capital and surplus
of at least fifty million U.S. dollars ($50,000,000);

              (c)  the Institutional Trustee is not an affiliate of the Sponsor,
nor does the Institutional Trustee offer or provide credit or credit enhancement
to the Trust;

              (d)  the execution,  delivery and performance by the Institutional
Trustee of this  Declaration has been duly authorized by all necessary action on
the part of the Institutional  Trustee.  This Declaration has been duly executed
and delivered by the  Institutional  Trustee,  and under Delaware law (excluding
any securities laws)  constitutes a legal,  valid and binding  obligation of the
Institutional  Trustee,  enforceable  against it in  accordance  with its terms,
subject to applicable  bankruptcy,  reorganization,  moratorium,  insolvency and
other  similar  laws  affecting  creditors'  rights  generally  and  to  general
principles  of equity and the  discretion  of the court  (regardless  of whether
considered in a proceeding in equity or at law);

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

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

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

              (a)  if it is not a natural person,  the Delaware  Trustee is duly
organized, validly existing and has its principal place of business in the State
of Delaware;

              (b)  if it is not a natural person,  the  execution,  delivery and
performance by the Delaware Trustee of this Declaration has been duly authorized
by all  necessary  corporate  action on the part of the Delaware  Trustee.  This
Declaration  has been duly executed and delivered by the Delaware  Trustee,  and
under Delaware law (excluding any securities  laws)  constitutes a legal,  valid
and  binding  obligation  of the  Delaware  Trustee,  enforceable  against it in
accordance  with its terms,  subject to applicable  bankruptcy,  reorganization,
moratorium,  insolvency  and other  similar  laws  affecting  creditors'  rights
generally and to general  principles  of equity and the  discretion of the court
(regardless of whether considered in a proceeding in equity or at law);

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

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

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

              (f)  if the Delaware Trustee is a natural  person,  he or she is a
resident of the State of Delaware.

                                  ARTICLE XIII
                                  MISCELLANEOUS

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

              (a)  if given to the Trust,  in care of the Administrators  at the
Trust's  mailing address set forth below (or such other address as the Trust may
give notice of to the Holders of the Securities):

                   First Bank Statutory Trust X
                   c/o First Banks, Inc.
                   600 James S. McDonnell Blvd.
                   Hazelwood, Missouri  63042
                   Attention: Peter D. Wimmer
                   Telecopy: (314) 592-6640
                   Telephone: (314) 592-6602

              (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):

                   LaSalle National Trust Delaware
                   1201 N. Orange Street, Suite 1000
                   Wilmington, Delaware  19801
                   Attn: Robert W. Eaddy
                   Telecopy: 302-427-1414
                   Telephone: 302-427-1401
                   robert.eaddy@abnamro.com

              (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):
<PAGE>

                   LaSalle Bank National Association
                   135 S. LaSalle Street, Suite 1511
                   Chicago, Illinois 60603
                   Attention:  CDO Trust Services Group
                   First Bank Statutory Trust X
                   Telecopy: 312-904-0524
                   Telephone: 312-904-0283
                   greg.myers@abnamro.com

              (d)  if given  to the  Holder  of the  Common  Securities,  at the
mailing  address of the Sponsor  set forth  below (or such other  address as the
Holder of the Common Securities may give notice of to the Trust):

                   First Banks, Inc.
                   600 James S. McDonnell Blvd.
                   Hazelwood, Missouri  63042
                   Attention: Peter D. Wimmer
                   Telecopy: (314) 592-6640
                   Telephone: (314) 592-6602

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

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

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

        SECTION 13.3.   Submission to Jurisdiction.
                        --------------------------

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

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

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

        SECTION 13.4.   Intention of the Parties. It  is  the  intention  of the
                        ------------------------
parties hereto that the Trust be classified for United States federal income tax
purposes  as a  grantor  trust.  The  provisions  of this  Declaration  shall be
interpreted to further this intention of the parties.

        SECTION 13.5.   Headings.  Headings  contained  in  this Declaration are
                        --------
inserted for convenience of reference only and do not affect the  interpretation
of this Declaration or any provision hereof.

        SECTION 13.6.   Successors and Assigns. Whenever in this Declaration any
                        ----------------------
of the parties  hereto is named or referred  to, the  successors  and assigns of
such party shall be deemed to be included,  and all covenants and  agreements in
this  Declaration  by the Sponsor and the  Trustees  shall bind and inure to the
benefit of their respective successors and assigns, whether or not so expressed.

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

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



<PAGE>

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

                                    LASALLE NATIONAL TRUST DELAWARE,
                                     as Delaware Trustee


                                    By:  /s/   Robert Eaddy
                                       -----------------------------------------
                                       Name:   Robert Eaddy
                                            ------------------------------------
                                       Title:  First Vice President
                                             -----------------------------------

                                    LASALLE BANK NATIONAL
                                    ASSOCIATION, as Institutional Trustee


                                    By:  /s/   Greg Myers
                                       -----------------------------------------
                                       Name:   Greg Myers
                                            ------------------------------------
                                       Title:  Assistant Vice President
                                             -----------------------------------

                                    FIRST BANKS, INC.,
                                       as Sponsor


                                    By:  /s/   Lisa K. Vansickle
                                       -----------------------------------------
                                       Name:   Lisa K. Vansickle
                                            ------------------------------------
                                       Title:  SVP - Chief Financial Officer
                                             -----------------------------------



                                     /s/  Peter D. Wimmer
                                    --------------------------------------------
                                    Name: Peter D. Wimmer
                                    Administrator


                                     /s/  Lisa K. Vansickle
                                    --------------------------------------------
                                    Name: Lisa K. Vansickle
                                    Administrator




<PAGE>

                                     ANNEX I

                                    TERMS OF
                             CAPITAL SECURITIES AND
                                COMMON SECURITIES

        Pursuant  to Section  6.1 of the Amended  and  Restated  Declaration  of
Trust,  dated  as of  August  31,  2007  (as  amended  from  time to  time,  the
"Declaration"), the designation, rights, privileges,  restrictions,  preferences
and  other  terms  and  provisions  of the  Capital  Securities  and the  Common
Securities are set out below (each  capitalized term used but not defined herein
has the meaning set forth in the Declaration):

        1.     Designation and Number.
               ----------------------

        (a)    Capital  Securities.  15,000  Capital  Securities  of  First Bank
Statutory Trust X (the "Trust"),  with an aggregate  stated  liquidation  amount
with respect to the assets of the Trust of Fifteen Million Dollars ($15,000,000)
and a stated  liquidation  amount  with  respect  to the  assets of the Trust of
$1,000  per  Capital  Security,  are  hereby  designated  for  the  purposes  of
identification  only as the "TP  Securities"  (the  "Capital  Securities").  The
Capital  Security  Certificates  evidencing  the  Capital  Securities  shall  be
substantially in the form of Exhibit A-1 to the  Declaration,  with such changes
and  additions  thereto or  deletions  therefrom  as may be required by ordinary
usage,  custom or practice  or to conform to the rules of any stock  exchange on
which the Capital Securities are listed, if any.

        (b)    Common Securities.  464  Common  Securities  of  the  Trust  (the
"Common   Securities")  will  be  evidenced  by  Common  Security   Certificates
substantially in the form of Exhibit A-2 to the  Declaration,  with such changes
and  additions  thereto or  deletions  therefrom  as may be required by ordinary
usage,  custom or practice.  The Common Securities will have an aggregate stated
liquidation amount with respect to the assets of the Trust of Four Hundred Sixty
Four Thousand Dollars ($464,000) and a stated liquidation amount with respect to
the assets of the Trust of $1,000 per Common Security.

        2.     Distributions.
               -------------

        (a)    Distributions payable  on  each  Security  will  be  payable at a
variable  per annum  rate of  interest,  reset  quarterly,  equal to  LIBOR,  as
determined on the LIBOR Determination Date for such Distribution Payment Period,
plus 2.30% (the "Coupon  Rate") of the stated  liquidation  amount of $1,000 per
Security (provided,  however,  that the Coupon Rate for any Distribution Payment
Period may not exceed the highest  rate  permitted  by New York law, as the same
may be modified by United States law of general applicability), such Coupon Rate
being  the  rate  of  interest  payable  on the  Debentures  to be  held  by the
Institutional  Trustee.  Except as set forth  below in respect  of an  Extension
Period,  Distributions  in arrears for more than one quarterly  period will bear
interest  thereon  compounded  quarterly at the applicable  Coupon Rate for each
such  quarterly  period (to the extent  permitted by applicable  law).  The term
"Distributions" as used herein includes cash distributions,  any such compounded
distributions  and any  Additional  Interest  payable on the  Debentures  unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the  Institutional  Trustee and to the
extent the  Institutional  Trustee has funds  legally  available in the Property
Account  therefor.  The amount of  Distributions  payable  for any  Distribution
Payment  Period will be computed  for any full  quarterly  Distribution  Payment
Period on the basis of a 360-day  year and the actual  number of days elapsed in
the relevant Distribution period; provided, however, that upon the occurrence of
a Special Event redemption  pursuant to paragraph 4(a) below the amounts payable
pursuant to this Declaration  shall be calculated as set forth in the definition
of Special Redemption Price.

        (b)    LIBOR shall be  determined by the Calculation Agent in accordance
with the following provisions:

                    (1) On the second LIBOR Business Day (provided, that on such
                                                          --------
               day commercial banks are open for business (including dealings in
               foreign  currency  deposits) in  London  (a "LIBOR Banking Day"),
               and  otherwise  the  next preceding  LIBOR  Business Day  that is
               also  a  LIBOR  Banking  Day)  prior  to   March  15,   June  15,
               September  15 and  December  15 (or,  with  respect  to the first
               Distribution Payment Period, on August 29, 2007), (each such day,
               a  "LIBOR  Determination  Date")  for such  Distribution  Payment
               Period),   the  Calculation  Agent  shall  obtain  the  rate  for
               three-month  U.S.  Dollar  deposits in Europe,  which  appears on
               Reuters  Screen  LIBOR 01 Page (as  defined in the  International
               Swaps and  Derivatives  Association,  Inc. 2000 Interest Rate and

<PAGE>

               Currency Exchange  Definitions) or such other page as may replace
               such  page,  as  of  11:00  a.m.  (London  time)  on  such  LIBOR
               Determination  Date, as reported by Bloomberg  Financial  Markets
               Commodities News or any successor service ("Reuters Screen"), and
               the rate so obtained shall be LIBOR for such Distribution Payment
               Period.  "LIBOR  Business  Day"  means  any  day  that  is  not a
               Saturday,  Sunday  or  other  day  on  which  commercial  banking
               institutions  in The City of New York or  Chicago,  Illinois  are
               authorized  or obligated by law or executive  order to be closed.
               If such rate is superseded on Reuters  Screen by a corrected rate
               before 12:00 noon (London  time) on the same LIBOR  Determination
               Date, the corrected rate as so substituted will be the applicable
               LIBOR for that Distribution Payment Period.

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

                    (3) If the  Calculation  Agent is required  but is unable to
               determine  a  rate  in  accordance  with  at  least  one  of  the
               procedures provided above, LIBOR for the applicable  Distribution
               Payment  Period  shall  be LIBOR in  effect  for the  immediately
               preceding Distribution Payment Period.

        (c)    All percentages resulting from any calculations on the Securities
will be  rounded,  if  necessary,  to the nearest  one  hundred-thousandth  of a
percentage point, with five  one-millionths of a percentage point rounded upward
(e.g.,  9.876545% (or .09876545)  being rounded to 9.87655% (or .0987655)),  and
all dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent (with one-half cent being rounded upward).

        (d)    As soon  as practicable  following each LIBOR Determination Date,
but in no event later than the 30th day following such LIBOR Determination Date,
the Calculation Agent shall notify, in writing, the Sponsor and the Paying Agent
of the  applicable  Coupon Rate in effect for the related  Distribution  Payment
Period.  The  Calculation  Agent  shall,  upon the  request of the Holder of any
Securities, provide the Coupon Rate then in effect. All calculations made by the
Calculation  Agent in the absence of manifest  error shall be conclusive for all
purposes and binding on the Sponsor and the Holders of the Securities. Any error
in a calculation of the Coupon Rate by the Calculation Agent may be corrected at
any time by the  delivery  of notice of such  corrected  Coupon Rate as provided
above.  The Paying Agent shall be entitled to rely on information  received from
the  Calculation  Agent or the Sponsor as to the Coupon Rate. The Sponsor shall,
from  time to time,  provide  any  necessary  information  to the  Paying  Agent
relating to any original issue  discount and interest on the Securities  that is
included in any payment and reportable for taxable income calculation  purposes.
Failure to notify the Sponsor, the Institutional  Trustee or the Paying Agent of
the  applicable  Coupon Rate shall not affect the  obligation  of the Sponsor to
make payment on the Debentures at such Coupon Rate.

        (e)    Distributions on the  Securities  will be cumulative, will accrue
from the date of original issuance, and will be payable, subject to extension of
Distribution payment periods as described herein,  quarterly in arrears on March
15, June 15, September 15 and December 15 of each year,  commencing December 15,
2007 (each,  a  "Distribution  Payment  Date").  Subject to prior  submission of
Notice  (as  defined  in the  Indenture),  and so long as no  Event  of  Default
pursuant to paragraphs (c), (e), (f) or (g) of Section 5.01 of the Indenture has
occurred  and is  continuing,  the  Debenture  Issuer  has the  right  under the
Indenture  to defer  payments of interest on the  Debentures  by  extending  the
interest  distribution period for up to 20 consecutive  quarterly periods (each,
an  "Extension  Period")  at any time and from  time to time on the  Debentures,
subject to the conditions  described  below,  during which  Extension  Period no
interest shall be due and payable  (except any  Additional  Interest that may be
due and payable).  During any Extension Period, interest will continue to accrue

<PAGE>

on the Debentures,  and interest on such accrued interest (such accrued interest
and interest thereon  referred to herein as "Deferred  Interest") will accrue at
an  annual  rate  equal to the  Coupon  Rate in effect  for each such  Extension
Period,  compounded  quarterly  from the date such Deferred  Interest would have
been payable were it not for the Extension  Period,  to the extent  permitted by
law. No  Extension  Period may end on a date other than a  Distribution  Payment
Date. At the end of any such Extension  Period,  the Debenture  Issuer shall pay
all  Deferred  Interest  then  accrued and unpaid on the  Debentures;  provided,
                                                                       --------
however,  that  no  Extension  Period  may  extend  beyond  the  Maturity  Date,
-------
Redemption  Date (to the  extent  redeemed)  or  Special  Redemption  Date;  and
provided,  further, that, during any such Extension Period, the Debenture Issuer
--------   -------
may not (i)  declare  or pay any  dividends  or  distributions  on,  or  redeem,
purchase,  acquire,  or make a  liquidation  payment with respect to, any of the
Debenture  Issuer's  capital  stock or (ii) make any  payment  of  principal  or
premium or interest on or repay, repurchase or redeem any debt securities of the
Debenture Issuer that rank pari passu in all respects with or junior in interest
to the  Debentures  or (iii)  make  any  payment  under  any  guarantees  of the
Debenture Issuer that rank in all respects pari passu with or junior in interest
to the Guarantee (other than (a) repurchases,  redemptions or other acquisitions
of shares of capital  stock of the Debenture  Issuer (A) in connection  with any
employment  contract,  benefit plan or other similar arrangement with or for the
benefit of one or more employees,  officers,  directors or  consultants,  (B) in
connection with a dividend  reinvestment  or stockholder  stock purchase plan or
(C) in connection with the issuance of capital stock of the Debenture Issuer (or
securities   convertible  into  or  exercisable  for  such  capital  stock),  as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of any exchange, reclassification, combination
or conversion of any class or series of the Debenture Issuer's capital stock (or
any capital  stock of a  subsidiary  of the  Debenture  Issuer) for any class or
series of the Debenture  Issuer's capital stock or of any class or series of the
Debenture  Issuer's  indebtedness  for any  class  or  series  of the  Debenture
Issuer's  capital stock,  (c) the purchase of fractional  interests in shares of
the  Debenture  Issuer's  capital stock  pursuant to the  conversion or exchange
provisions of such capital stock or the security  being  converted or exchanged,
(d) any  declaration of a dividend in connection with any  stockholder's  rights
plan, or the issuance of rights, stock or other property under any stockholder's
rights plan, or the redemption or repurchase of rights pursuant thereto,  or (e)
any dividend in the form of stock,  warrants,  options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants,  options or
other  rights is the same stock as that on which the  dividend  is being paid or
ranks pari passu with or junior to such stock.  Prior to the  termination of any
Extension Period, the Debenture Issuer may further extend such period; provided,
                                                                       --------
that  such  period  together  with all such  previous  and  further  consecutive
extensions thereof shall not exceed 20 consecutive  quarterly periods, or extend
beyond the Maturity Date,  Redemption  Date (to the extent  redeemed) or Special
Redemption  Date.  Upon the  termination  of any  Extension  Period and upon the
payment of all  Deferred  Interest,  the  Debenture  Issuer  may  commence a new
Extension Period, subject to the foregoing requirements. No interest or Deferred
Interest shall be due and payable during an Extension Period,  except at the end
thereof,  but Deferred  Interest shall accrue upon each  installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
until such installment is paid. If Distributions are deferred, the Distributions
due shall be paid on the date that the related  Extension  Period  terminates to
Holders of the  Securities  as they appear on the books and records of the Trust
on the  record  date  immediately  preceding  such  date.  Distributions  on the
Securities  must  be paid on the  dates  payable  (after  giving  effect  to any
Extension  Period) to the extent that the Trust has funds legally  available for
the payment of such  distributions  in the  Property  Account of the Trust.  The
Trust's funds  available for  Distribution to the Holders of the Securities will
be limited to  payments  received  from the  Debenture  Issuer.  The  payment of
Distributions  out of moneys held by the Trust is  guaranteed  by the  Guarantor
pursuant to the Guarantee.

        (f)    Distributions  on the  Securities  will be payable to the Holders
thereof as they appear on the books and records of the Registrar on the relevant
record  dates.  The  relevant  record dates shall be 15 days before the relevant
Distribution Payment Date.  Distributions payable on any Securities that are not
punctually paid on any  Distribution  Payment Date, as a result of the Debenture
Issuer having failed to make a payment under the Debentures, as the case may be,
when due (taking into account any Extension Period), will cease to be payable to
the Person in whose name such  Securities are registered on the relevant  record
date, and such defaulted  Distribution  will instead be payable to the Person in
whose name such  Securities  are  registered on the special record date or other
specified  date  determined in accordance  with the  Indenture.  Notwithstanding
anything to the contrary  contained  herein,  if any Distribution  Payment Date,
other than on the Maturity Date, any Redemption  Date or the Special  Redemption
Date, falls on a day that is not a Business Day, then any Distributions  payable
will be paid on, and such  Distribution  Payment Date will be moved to, the next

<PAGE>

succeeding  Business Day, and additional  Distributions will accrue for each day
that  such  payment  is  delayed  as a result  thereof.  If the  Maturity  Date,
Redemption Date or Special Redemption Date falls on a day that is not a Business
Day, then the principal,  premium,  if any, and/or interest payable on such date
will be paid on the next  succeeding  Business Day, and no  additional  interest
will accrue  (except that, if such Business Day falls in the next calendar year,
such payment will be made on the immediately preceding Business Day).

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

        3.     Liquidation Distribution Upon Dissolution.  In the  event  of the
               -----------------------------------------
voluntary or involuntary liquidation,  dissolution, winding-up or termination of
the Trust (each, a "Liquidation")  other than in connection with a redemption of
the Debentures, the Holders of the Securities will be entitled to receive out of
the assets of the Trust available for distribution to Holders of the Securities,
after  satisfaction  of liabilities to creditors of the Trust (to the extent not
satisfied by the Debenture Issuer),  distributions equal to the aggregate of the
stated  liquidation  amount of $1,000  per  Security  plus  accrued  and  unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless in connection with such Liquidation, the Debentures in an
aggregate  stated  principal  amount equal to the aggregate  stated  liquidation
amount of such  Securities,  with an interest  rate equal to the Coupon Rate of,
and bearing  accrued and unpaid  interest in an amount  equal to the accrued and
unpaid  Distributions  on, and having the same record date as, such  Securities,
after paying or making reasonable provision to pay all claims and obligations of
the Trust in accordance  with Section  3808(e) of the Statutory Trust Act, shall
be  distributed on a Pro Rata basis to the Holders of the Securities in exchange
for such Securities.

        The  Sponsor,  as the  Holder of all of the Common  Securities,  has the
right at any time to, upon receipt of an opinion of  nationally  recognized  tax
counsel  that  Holders  will not  recognize  any gain or loss for United  States
federal income tax purposes as a result of the  distribution  of the Debentures,
dissolve the Trust  (including  without  limitation upon the occurrence of a Tax
Event, an Investment Company Event or a Capital Treatment Event), subject to the
receipt by the Debenture Issuer of prior approval from any regulatory  authority
having  jurisdiction  over  the  Sponsor  that  is  primarily   responsible  for
regulating the activities of the Sponsor if such approval is then required under
applicable  capital  guidelines or policies of such regulatory  authority,  and,
after  satisfaction  of  liabilities  to  creditors  of  the  Trust,  cause  the
Debentures  to be  distributed  to the Holders of the  Securities  on a Pro Rata
basis in accordance with the aggregate stated liquidation amount thereof.

        The Trust  shall  dissolve  on the first to occur of (i)  September  15,
2042,  the  expiration  of the term of the Trust,  (ii) a Bankruptcy  Event with
respect to the Sponsor,  the Trust or the Debenture Issuer, (iii) (other than in
connection with a merger, consolidation or similar transaction not prohibited by
the Indenture, this Declaration or the Guarantee, as the case may be) the filing
of a certificate of dissolution or its equivalent with respect to the Sponsor or
upon the  revocation of the charter of the Sponsor and the expiration of 90 days
after  the  date  of  revocation  without  a  reinstatement  thereof,  (iv)  the
distribution to the Holders of the Securities of the  Debentures,  upon exercise
of the  right of the  Holder  of all of the  outstanding  Common  Securities  to
dissolve the Trust as described  above,  (v) the entry of a decree of a judicial
dissolution  of the  Sponsor  or the Trust,  or (vi) when all of the  Securities
shall have been called for redemption  and the amounts  necessary for redemption
thereof shall have been paid to the Holders in accordance  with the terms of the
Securities.  As soon as practicable  after the dissolution of the Trust and upon
completion of the winding up of the Trust,  the Trust shall  terminate  upon the
filing of a certificate of cancellation with the Secretary of State of the State
of Delaware.

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

        If, upon any such Liquidation,  the Liquidation Distribution can be paid
only in part because the Trust has insufficient  assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on such Capital  Securities shall be paid to the Holders of the Securities
on a Pro Rata  basis,  except that if an Event of Default  has  occurred  and is
continuing,  the  Capital  Securities  shall have a  preference  over the Common
Securities with regard to such distributions.

        Upon any such  Liquidation of the Trust  involving a distribution of the
Debentures,  if at the time of such  Liquidation,  the Capital  Securities  were
rated by at least one nationally-recognized statistical rating organization, the
Debenture  Issuer will use its  reasonable  best efforts to obtain from at least
one such or other rating organization a rating for the Debentures.

        After the date for any  distribution of the Debentures upon  dissolution
of the  Trust,  (i) the  Securities  of the Trust will be deemed to be no longer
outstanding,  (ii) any certificates  representing the Capital Securities will be
deemed to represent undivided  beneficial interests in such of the Debentures as
have an aggregate  principal  amount equal to the aggregate  stated  liquidation
amount of, with an interest  rate  identical  to the  distribution  rate of, and
bearing  accrued and unpaid  interest equal to accrued and unpaid  distributions
on, the Securities until such certificates are presented to the Debenture Issuer
or its agent for  transfer or  reissuance  (and until such  certificates  are so
surrendered,  no payments of interest or  principal  shall be made to Holders of
Securities in respect of any payments due and payable under the  Debentures) and
(iii) all rights of Holders of  Securities  under the Capital  Securities or the
Common Securities, as applicable,  shall cease, except the right of such Holders
to  receive   Debentures  upon  surrender  of  certificates   representing  such
Securities.

        4.     Redemption and Distribution.
               ---------------------------

        (a)    The Debentures will mature on September 15, 2037. The  Debentures
may be redeemed by the Debenture  Issuer,  in whole or in part, on any March 15,
June 15,  September  15 or  December  15 on or after  September  15, 2012 at the
Redemption Price, upon not less than 30 nor more than 60 days' notice to Holders
of such Debentures.  In addition,  upon the occurrence and continuation of a Tax
Event, an Investment  Company Event or a Capital Treatment Event, the Debentures
may be redeemed by the Debenture  Issuer in whole or in part, at any time within
90 days following the occurrence of such Tax Event,  Investment Company Event or
Capital Treatment Event, as the case may be (the "Special  Redemption Date"), at
the  Special  Redemption  Price,  upon not less  than 30 nor more  than 60 days'
notice  to  Holders  of the  Debentures  so long as such Tax  Event,  Investment
Company Event or Capital Treatment Event, as the case may be, is continuing.  In
each case, the right of the Debenture Issuer to redeem the Debentures is subject
to the  Debenture  Issuer having  received  prior  approval from any  regulatory
authority having  jurisdiction  over the Debenture  Issuer,  if such approval is
then required under applicable capital guidelines or policies of such regulatory
authority.

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

        "Investment Company Event" means the receipt by the Debenture Issuer and
the Trust of an  opinion of counsel  experienced  in such  matters to the effect
that,  as a  result  of a change  in law or  regulation  or  written  change  in
interpretation  or  application  of law or regulation by any  legislative  body,
court,  governmental  agency  or  regulatory  authority,  there is more  than an
insubstantial  risk  that the  Trust is or,  within  90 days of the date of such
opinion  will be,  considered  an  "investment  company"  that is required to be
registered under the Investment  Company Act, which change or prospective change
becomes effective or would become effective, as the case may be, on or after the
date of the original issuance of the Debentures.

        "Capital  Treatment  Event" means, if the Debenture  Issuer is organized
and  existing  under the laws of the United  States or any state  thereof or the
District of Columbia,  the receipt by the  Debenture  Issuer and the Trust of an
Opinion of Counsel  experienced  in such matters to the effect that, as a result
of (a) any amendment  to, or change in, the laws,  rules or  regulations  of the
United States or any  political  subdivision  thereof or therein,  or any rules,
guidelines or policies of any applicable  regulatory authority for the Debenture
Issuer or (b) any official or administrative pronouncement or action or decision
interpreting  or applying such laws,  rules or  regulations,  which amendment or
change is effective or which  pronouncement,  action or decision is announced on
or after the date of original issuance of the Debentures,  there is more than an
insubstantial  risk that,  within 90 days of the  receipt of such  opinion,  the
aggregate  Liquidation  Amount of the Capital Securities will not be eligible to
be treated by the Debenture  Issuer as "Tier 1 Capital" (or the then  equivalent
thereof) for purposes of the capital adequacy  guidelines of the Federal Reserve
(or any successor  regulatory authority with jurisdiction over bank or financial
holding companies), as then in effect and applicable to the Debenture Issuer (or
if the Debenture Issuer is not a bank holding company,  such guidelines  applied
to the  Debenture  Issuer  as if the  Debenture  Issuer  were  subject  to  such
guidelines);  provided,  however,  that the inability of the Debenture Issuer to
treat all or any  portion of the  aggregate  Liquidation  Amount of the  Capital
Securities  as Tier 1  Capital  shall  not  constitute  the  basis for a Capital
Treatment  Event,  if such  inability  results from the Debenture  Issuer having
cumulative preferred stock, minority interests in consolidated subsidiaries,  or
any other class of security  or  interest  which the Federal  Reserve or OTS, as
applicable,  may now or hereafter  accord Tier 1 Capital  treatment in excess of
the amount  which may now or hereafter  qualify for  treatment as Tier 1 Capital
under applicable capital adequacy guidelines;  provided further,  however,  that
the  distribution  of the Debentures in connection  with the  liquidation of the
Trust by the  Debenture  Issuer shall not in and of itself  constitute a Capital
Treatment Event unless such liquidation shall have occurred in connection with a
Tax Event or an Investment Company Event.

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

        "Special  Redemption Price" means, with respect to the redemption of any
Debentures following a Special Event, an amount in cash equal to 103.525% of the
principal  amount of Debentures  to be redeemed  prior to September 15, 2008 and
thereafter  equal to the  percentage of the principal  amount of the  Debentures
that is  specified  below for the Special  Redemption  Date plus,  in each case,
unpaid interest accrued thereon to the Special Redemption Date:

         Special Redemption During the
         -----------------------------
     12-Month Period Beginning September       Percentage of Principal Amount
     -----------------------------------       ------------------------------
                     15
                     --
                    2008                                 103.140%
                    2009                                 102.355%
                    2010                                 101.570%
                    2011                                 100.785%
            2012 and thereafter                          100.000%

        "Redemption  Date"  means the date fixed for the  redemption  of Capital
Securities, which shall be any March 15, June 15, September 15 or December 15 on
or after September 15, 2012.

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

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

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

        (d)    The Trust may notredeem fewer  than all the  outstanding  Capital
Securities  unless all  accrued and unpaid  Distributions  have been paid on all
Capital  Securities  for all quarterly  Distribution  periods  terminating on or
before the date of redemption.

        (e)    Redemption or Distribution Procedures.

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

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

                   (iii)     If the Securities are to be redeemed  and the Trust
               gives a Redemption/Distribution  Notice, which notice may only be
               issued if the  Debentures are redeemed as set out in this Section
               4 (which notice will be irrevocable),  then,  provided,  that the
               Institutional   Trustee  has  a  sufficient  amount  of  cash  in
               connection  with  the  related  redemption  or  maturity  of  the
               Debentures,  the  Institutional  Trustee  will,  with  respect to
               Book-Entry Capital Securities,  on the Redemption Date or Special
               Redemption  Date,  as  applicable,  irrevocably  deposit with the
               Depositary for such Book-Entry Capital Securities,  to the extent
               available   therefor,   funds  sufficient  to  pay  the  relevant
               Redemption Price or Special Redemption Price, as applicable,  and
               will give such Depositary irrevocable  instructions and authority
               to pay the  Redemption  Price or  Special  Redemption  Price,  as
               applicable, to the Owners of the Capital Securities. With respect
               to Capital Securities that are not Book-Entry Capital Securities,
               the  Institutional  Trustee  will pay,  to the  extent  available
               therefor,  the relevant  Redemption  Price or Special  Redemption
               Price, as applicable,  to the Holders of such Securities by check
               mailed to the address of each such Holder  appearing on the books
               and  records  of  the  Trust  on  the   redemption   date.  If  a
               Redemption/Distribution  Notice  shall  have been given and funds
               deposited as  required,  then  immediately  prior to the close of
               business on the date of such deposit, Distributions will cease to
               accrue on the  Securities so called for redemption and all rights
               of  Holders of such  Securities  so called  for  redemption  will
               cease,  except  the right of the  Holders of such  Securities  to
               receive the  applicable  Redemption  Price or Special  Redemption
               Price,  as  applicable,  specified in Section  4(a).  If any date

<PAGE>

               fixed for  redemption  of  Securities is not a Business Day, then
               payment of any such Redemption Price or Special Redemption Price,
               as  applicable,  payable  on such  date  will be made on the next
               succeeding  day  that is a  Business  Day  except  that,  if such
               Business Day falls in the next calendar  year,  such payment will
               be made on the immediately  preceding  Business Day, in each case
               with the same  force and effect as if made on such date fixed for
               redemption.  If  payment  of  the  Redemption  Price  or  Special
               Redemption Price, as applicable,  in respect of any Securities is
               improperly  withheld  or refused and not paid either by the Trust
               or  by  the  Debenture  Issuer  as  guarantor   pursuant  to  the
               Guarantee,  Distributions  on such  Securities  will  continue to
               accrue at the then applicable  rate from the original  redemption
               date to the  actual  date of  payment,  in which  case the actual
               payment date will be considered the date fixed for redemption for
               purposes  of  calculating   the   Redemption   Price  or  Special
               Redemption  Price, as applicable.  In the event of any redemption
               of the Capital  Securities issued by the Trust in part, the Trust
               shall not be required to (i) issue,  register  the transfer of or
               exchange any Security during a period beginning at the opening of
               business  15 days  before any  selection  for  redemption  of the
               Capital  Securities  and ending at the close of  business  on the
               earliest  date on which  the  relevant  notice of  redemption  is
               deemed  to  have  been  given  to  all  Holders  of  the  Capital
               Securities  to be so redeemed or (ii) register the transfer of or
               exchange any Capital  Securities so selected for  redemption,  in
               whole  or in  part,  except  for the  unredeemed  portion  of any
               Capital Securities being redeemed in part.

                   (iv)      Redemption/Distribution  Notices  shal l be sent by
               the Trust  (A) in  respect of   the Capital  Securities,  to  the
               Holders thereof,  and (B) in  respect of the  Common  Securities,
               to the Holder thereof.

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

        5.     Voting Rights - Capital Securities.
               ----------------------------------

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

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

holders of greater than a simple  majority in principal  amount of Debentures (a
"Super Majority") affected thereby, the Institutional Trustee may only give such
consent or take such action at the written  direction of the Holders of not less
than the proportion in liquidation amount of the Capital Securities  outstanding
which the relevant Super Majority  represents of the aggregate  principal amount
of the Debentures outstanding. If the Institutional Trustee fails to enforce its
rights under the Debentures  after the Holders of a Majority or Super  Majority,
as the case may be, in  liquidation  amount of such Capital  Securities  have so

<PAGE>

directed the  Institutional  Trustee,  to the fullest extent permitted by law, a
Holder of the  Capital  Securities  may  institute a legal  proceeding  directly
against the Debenture Issuer to enforce the Institutional Trustee's rights under
the  Debentures  without  first  instituting  any legal  proceeding  against the
Institutional  Trustee  or any  other  person  or  entity.  Notwithstanding  the
foregoing,  if an Event of Default has occurred and is continuing and such event
is  attributable  to the  failure of the  Debenture  Issuer to pay  interest  or
premium,  if any, on or principal of the  Debentures on the date such  interest,
premium,  if any, on or principal is payable (or in the case of redemption,  the
redemption date), then a Holder of record of the Capital Securities may directly
institute a proceeding for  enforcement  of payment,  on or after the respective
due dates specified in the Debentures,  to such Holder directly of the principal
of or  premium,  if any,  or  interest  on the  Debentures  having an  aggregate
principal  amount  equal to the  aggregate  liquidation  amount  of the  Capital
Securities of such Holder. The Institutional Trustee shall notify all Holders of
the  Capital  Securities  of any  default  actually  known to the  Institutional
Trustee  with respect to the  Debentures  unless (x) such default has been cured
prior to the giving of such notice or (y) the Institutional  Trustee  determines
in good faith that the  withholding  of such  notice is in the  interest  of the
Holders of such  Capital  Securities,  except  where the default  relates to the
payment of principal of or interest on any of the Debentures.  Such notice shall
state that such Indenture Event of Default also  constitutes an Event of Default
hereunder.  Except  with  respect  to  directing  the time,  method and place of
conducting a proceeding for a remedy,  the Institutional  Trustee shall not take
any of the  actions  described  in clause (i),  (ii) or (iii)  above  unless the
Institutional Trustee has obtained an opinion of tax counsel to the effect that,
as a result of such  action,  the Trust will not be  classified  as other than a
grantor trust for United States federal income tax purposes.

        In the event the consent of the Institutional  Trustee, as the holder of
the  Debentures is required  under the Indenture  with respect to any amendment,
modification  or  termination of the Indenture,  the  Institutional  Trustee may
request the written  direction of the Holders of the Securities  with respect to
such amendment,  modification or termination and shall vote with respect to such
amendment,  modification or termination as directed by a Majority in liquidation
amount of the Securities voting together as a single class;  provided,  however,
                                                             --------   -------
that where a consent  under the  Indenture  would require the consent of a Super
Majority,  the  Institutional  Trustee may only give such consent at the written
direction of the Holders of not less than the proportion in  liquidation  amount
of such Securities  outstanding which the relevant Super Majority  represents of
the aggregate principal amount of the Debentures outstanding.  The Institutional
Trustee shall not take any such action in accordance with the written directions
of the Holders of the Securities unless the  Institutional  Trustee has obtained
an opinion of tax counsel to the effect that,  as a result of such  action,  the
Trust will not be  classified  as other than a grantor  trust for United  States
federal income tax purposes.

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

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

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

        6.     Voting Rights - Common Securities.
               ---------------------------------

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

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

        (c)    Subject  to  Section 6.8  of the  Declaration and only after each
Event of Default (if any) with respect to the Capital Securities has been cured,
waived or otherwise  eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common  Securities,  voting  separately as a class,  may direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including (i) directing the time,
method,  place of  conducting  any  proceeding  for any remedy  available to the
Debenture  Trustee,  or exercising any trust or power conferred on the Debenture
Trustee  with respect to the  Debentures,  (ii) waiving any past default and its
consequences  that are waivable  under the  Indenture,  or (iii)  exercising any
right to rescind or annul a declaration that the principal of all the Debentures
shall be due and payable,  provided,  however,  that,  where a consent or action
under the Indenture would require a Super Majority,  the  Institutional  Trustee
may only give such  consent or take such action at the written  direction of the
Holders  of not less than the  proportion  in  liquidation  amount of the Common
Securities  which  the  relevant  Super  Majority  represents  of the  aggregate
principal  amount of the Debentures  outstanding.  Notwithstanding  this Section
6(c),  the  Institutional   Trustee  shall  not  revoke  any  action  previously
authorized  or  approved  by a vote or  consent of the  Holders  of the  Capital
Securities.  Other than with respect to directing the time,  method and place of
conducting any proceeding for any remedy available to the Institutional  Trustee
or the Debenture Trustee as set forth above, the Institutional Trustee shall not
take any  action  described  in clause  (i),  (ii) or (iii)  above,  unless  the
Institutional  Trustee has obtained an opinion of tax counsel to the effect that
for the  purposes  of United  States  federal  income  tax the Trust will not be
classified  as other  than a grantor  trust on account  of such  action.  If the
Institutional Trustee fails to enforce its rights under the Declaration,  to the
fullest  extent  permitted  by law  any  Holder  of the  Common  Securities  may
institute  a legal  proceeding  directly  against  any  Person  to  enforce  the
Institutional Trustee's rights under the Declaration,  without first instituting
a legal proceeding against the Institutional Trustee or any other Person.

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

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

        7.     Amendments to Declaration and Indenture.
               ---------------------------------------

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

        (b)    In  the  event  the  consent of the Institutional  Trustee as the
holder of the  Debentures is required  under the  Indenture  with respect to any
amendment,  modification or termination of the Indenture or the Debentures,  the
Institutional  Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification, or termination as directed by
a Majority in liquidation  amount of the Securities  voting together as a single
class; provided, however, that where a consent under the Indenture would require
a Super Majority,  the  Institutional  Trustee may only give such consent at the
written  direction of the Holders of not less than the proportion in liquidation
amount of the Securities  which the relevant  Super  Majority  represents of the
aggregate principal amount of the Debentures outstanding.

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

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

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

        9.     Ranking. The Capital Securities rank pari passu with, and payment
               -------
thereon shall be made Pro Rata with, the Common Securities except that, where an
Event of Default has  occurred and is  continuing,  the rights of Holders of the
Common  Securities  to  receive  payment  of  Distributions  and  payments  upon
liquidation,  redemption  and  otherwise are  subordinated  to the rights of the
Holders  of the  Capital  Securities  with the  result  that no  payment  of any
Distribution on, or Redemption Price or Special  Redemption Price of, any Common
Security,  and no other payment on account of  redemption,  liquidation or other
acquisition of Common  Securities,  shall be made unless payment in full in cash
of  all  accumulated  and  unpaid   Distributions  on  all  outstanding  Capital
Securities for all distribution  periods  terminating on or prior thereto, or in
the case of payment of the Redemption Price or Special Redemption Price the full
amount  of  such  Redemption  Price  or  the  Special  Redemption  Price  on all
outstanding Capital Securities then called for redemption,  shall have been made
or  provided  for,  and all funds  immediately  available  to the  Institutional
Trustee  shall  first  be  applied  to  the  payment  in  full  in  cash  of all
Distributions  on, or the Redemption  Price or the Special  Redemption Price of,
the Capital Securities then due and payable.

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

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

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



<PAGE>

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

        THIS CAPITAL SECURITY IS A GLOBAL CAPITAL SECURITY WITHIN THE MEANING OF
THE  DECLARATION  HEREINAFTER  REFERRED TO AND IS  REGISTERED IN THE NAME OF THE
DEPOSITORY  TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS CAPITAL  SECURITY IS
EXCHANGEABLE  FOR CAPITAL  SECURITIES  REGISTERED  IN THE NAME OF A PERSON OTHER
THAN DTC OR ITS  NOMINEE  ONLY IN THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN THE
DECLARATION,  AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF
THIS  CAPITAL  SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR  ANOTHER  NOMINEE  OF DTC) MAY BE  REGISTERED  EXCEPT  IN  LIMITED
CIRCUMSTANCES.

        UNLESS  THIS   CAPITAL   SECURITY   IS   PRESENTED   BY  AN   AUTHORIZED
REPRESENTATIVE  OF DTC  TO  FIRST  BANK  STATUTORY  TRUST  X OR  ITS  AGENT  FOR
REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CAPITAL SECURITY ISSUED
IS  REGISTERED  AS REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY
PAYMENT  HEREON IS MADE TO SUCH OTHER ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE  DEBENTURE  ISSUER OR THE TRUST,  (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"),  TO A PERSON THE HOLDER  REASONABLY  BELIEVES IS A
"QUALIFIED  INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A "NON
U.S.  PERSON" IN AN "OFFSHORE  TRANSACTION"  PURSUANT TO  REGULATION S UNDER THE
SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
OF  THE  SECURITIES  ACT TO AN  "ACCREDITED  INVESTOR"  WITHIN  THE  MEANING  OF
SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING  THE  SECURITY  FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH AN
"ACCREDITED  INVESTOR," FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (E)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  DEBENTURE
ISSUER'S  AND THE  TRUST'S  RIGHT  PRIOR TO ANY  SUCH  OFFER,  SALE OR  TRANSFER
PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION  AND/OR  OTHER  INFORMATION   SATISFACTORY  TO  EACH  OF  THEM  IN
ACCORDANCE  WITH THE AMENDED AND RESTATED  DECLARATION OF TRUST, A COPY OF WHICH
MAY BE  OBTAINED  FROM THE  DEBENTURE  ISSUER OR THE  TRUST.  THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

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

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

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

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



<PAGE>



Certificate Number   [P-001]          Number of Capital Securities:  15,000



                          CUSIP No.____________________



                    Certificate Evidencing Capital Securities

                                       of

                          First Bank Statutory Trust X

                                  TP Securities

                (liquidation amount $1,000 per Capital Security)

        First Bank Statutory  Trust X, a statutory  trust created under the laws
of the State of Delaware (the  "Trust"),  hereby  certifies  that Cede & Co., as
nominee  on  behalf of the  Depository  Trust  Company  (the  "Holder"),  is the
registered  owner  of  15,000  capital  securities  of  the  Trust  representing
undivided  beneficial  interests in the assets of the Trust,  designated  the TP
Securities  (liquidation  amount  $1,000 per  Capital  Security)  (the  "Capital
Securities").  Subject  to the  Declaration  (as  defined  below),  the  Capital
Securities are  transferable on the books and records of the Trust, in person or
by a duly authorized attorney,  upon surrender of this Certificate duly endorsed
and in proper form for transfer.  The Capital Securities  represented hereby are
issued  pursuant  to, and the  designation,  rights,  privileges,  restrictions,
preferences  and other terms and provisions of the Capital  Securities  shall in
all  respects  be  subject  to,  the  provisions  of the  Amended  and  Restated
Declaration of Trust of the Trust,  dated as of August 31, 2007,  among Peter D.
Wimmer  and  Lisa  K.  Vansickle,  as  Administrators,  LaSalle  National  Trust
Delaware,   as  Delaware  Trustee,   LaSalle  Bank  National   Association,   as
Institutional  Trustee, First Banks, Inc., as Sponsor, and the holders from time
to time of undivided beneficial interests in the assets of the Trust,  including
the  designation of the terms of the Capital  Securities as set forth in Annex I
to  the  Declaration,  as the  same  may be  amended  from  time  to  time  (the
"Declaration").  Capitalized  terms used herein but not  defined  shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Guarantee to the extent provided therein. The Sponsor will provide a copy of
the Declaration,  the Guarantee,  and the Indenture to the Holder without charge
upon written request to the Sponsor at its principal place of business.

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

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

        This  Capital  Security  is  governed  by,  and  shall be  construed  in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.



<PAGE>



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

                                     First Bank Statutory Trust X


                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title: Administrator

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


                          CERTIFICATE OF AUTHENTICATION

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


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


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

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


<PAGE>

                          [FORM OF REVERSE OF SECURITY]

        Distributions  payable  on each  Capital  Security  will be payable at a
variable per annum rate of interest, reset quarterly, equal to LIBOR (as defined
in the  Declaration)  plus 2.30% (the "Coupon  Rate") of the stated  liquidation
amount of $1,000 per Capital Security (provided,  however,  that the Coupon Rate
for any Distribution Payment Period may not exceed the highest rate permitted by
New York law,  as the same may be  modified  by  United  States  law of  general
applicability),  such  Coupon  Rate  being the rate of  interest  payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarterly period will bear interest thereon  compounded  quarterly
at the then applicable Coupon Rate for each such quarterly period (to the extent
permitted by applicable law). The term  "Distributions"  as used herein includes
cash  distributions,  any  such  compounded  distributions  and  any  Additional
Interest payable on the Debentures  unless  otherwise  stated. A Distribution is
payable only to the extent that  payments are made in respect of the  Debentures
held by the Institutional  Trustee and to the extent the  Institutional  Trustee
has funds  legally  available in the Property  Account  therefor.  The amount of
Distributions  payable for any period shall be computed  for any full  quarterly
Distribution period on the basis of a 360-day year and the actual number of days
elapsed in the relevant Distribution Payment Period.

        Except  as  otherwise  described  below,  Distributions  on the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year, commencing on December 15, 2007 (each, a "Distribution
Payment  Date").  Subject  to prior  submission  of Notice  (as  defined  in the
Indenture),  and so long as no Event of Default pursuant to paragraphs (c), (e),
(f) or (g) of Section 5.01 of the Indenture has occurred and is continuing,  the
Debenture Issuer has the right under the Indenture to defer payments of interest
on the  Debentures  by extending the interest  distribution  period for up to 20
consecutive quarterly periods (each, an "Extension Period") at any time and from
time to time on the  Debentures,  subject  to the  conditions  described  below,
during which  Extension  Period no interest shall be due and payable (except any
Additional  Interest that may be due and payable).  During any Extension Period,
interest will continue to accrue on the Debentures, and interest on such accrued
interest  (such  accrued  interest  and interest  thereon  referred to herein as
"Deferred  Interest")  will accrue at an annual rate equal to the Coupon Rate in
effect for each such Extension Period,  compounded  quarterly from the date such
Deferred  Interest would have been payable were it not for the Extension Period,
to the extent permitted by law. No Extension Period may end on a date other than
a  Distribution  Payment  Date.  At the end of any such  Extension  Period,  the
Debenture Issuer shall pay all Deferred  Interest then accrued and unpaid on the
Debentures;  provided,  however,  that no Extension Period may extend beyond the
             --------   -------
Maturity Date,  Redemption Date (to the extent  redeemed) or Special  Redemption
Date. Prior to the termination of any Extension Period, the Debenture Issuer may
further extend such period;  provided,  that such period  together with all such
                             --------
previous  and  further  consecutive  extensions  thereof  shall  not  exceed  20
consecutive  quarterly periods,  or extend beyond the Maturity Date,  Redemption
Date (to the extent  redeemed) or Special  Redemption Date. Upon the termination
of any  Extension  Period and upon the  payment of all  Deferred  Interest,  the
Debenture Issuer may commence a new Extension  Period,  subject to the foregoing
requirements.  No interest or Deferred  Interest (except any Additional  Amounts
that  may be due and  payable)  shall be due and  payable  during  an  Extension
Period,  except at the end thereof, but Deferred Interest shall accrue upon each
installment  of interest that would  otherwise  have been due and payable during
such  Extension  Period until such  installment  is paid. If  Distributions  are
deferred,  the  Distributions  due  shall be paid on the date  that the  related
Extension  Period  terminates to Holders of the Securities as they appear on the
books and records of the Trust on the record  date  immediately  preceding  such
date.  Distributions  on the Securities must be paid on the dates payable (after
giving  effect to any  Extension  Period) to the extent that the Trust has funds
legally available for the payment of such  distributions in the Property Account
of the Trust. The Trust's funds available for Distribution to the Holders of the
Securities will be limited to payments received from the Debenture  Issuer.  The
payment of  Distributions  out of moneys held by the Trust is  guaranteed by the
Guarantor pursuant to the Guarantee.

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



<PAGE>

                                   ASSIGNMENT

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

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

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

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

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

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

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

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

(Insert address and zip code of assignee),

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

                      Date:
                           ---------------------------------------

                      Signature:
                                ----------------------------------

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

                      Signature Guarantee: 1
                                            ------------------------------------
































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


<PAGE>

                            EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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



<PAGE>


Certificate Number    [C-001]         Number of Common Securities:  464

                    Certificate Evidencing Common Securities
                                       of
                          First Bank Statutory Trust X

        First Bank Statutory  Trust X, a statutory  trust created under the laws
of the State of Delaware (the "Trust"),  hereby certifies that First Banks, Inc.
(the  "Holder") is the  registered  owner of 464 common  securities of the Trust
representing   undivided  beneficial  interests  in  the  assets  of  the  Trust
(liquidation amount $1,000 per Common Security) (the "Common  Securities").  The
Common   Securities   represented   hereby  are  issued  pursuant  to,  and  the
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions  of the Common  Securities  shall in all  respects be subject to, the
provisions of the Amended and Restated  Declaration of Trust of the Trust, dated
as of  August  31,  2007,  among  Peter  D.  Wimmer  and Lisa K.  Vansickle,  as
Administrators,  LaSalle National Trust Delaware,  as Delaware Trustee,  LaSalle
Bank National Association, as Institutional Trustee, the Holder, as Sponsor, and
the holders from time to time of undivided beneficial interests in the assets of
the Trust,  including the  designation of the terms of the Common  Securities as
set forth in Annex I to the Declaration, as the same may be amended from time to
time (the  "Declaration").  Capitalized  terms used herein but not defined shall
have the meaning given them in the Declaration.  The Sponsor will provide a copy
of the  Declaration  and the Indenture to the Holder without charge upon written
request to the Sponsor at its principal place of business.

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

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

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

        This  Common  Security  is  governed  by,  and  shall  be  construed  in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.



<PAGE>


        IN WITNESS  WHEREOF,  the Trust has executed this certificate as of this
______ day of ____________________, 2007.

                                        First Bank Statutory Trust X


                                        By:
                                           -------------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:  Administrator


<PAGE>

                          [FORM OF REVERSE OF SECURITY]

        Distributions  payable on each  Common  Security  will be  identical  in
amount to the  Distributions  payable on each  Capital  Security,  which is at a
variable per annum rate of interest, reset quarterly, equal to LIBOR (as defined
in the  Declaration)  plus 2.30% (the "Coupon  Rate") of the stated  liquidation
amount of $1,000 per Capital Security (provided,  however,  that the Coupon Rate
for any Distribution Payment Period may not exceed the highest rate permitted by
New York law,  as the same may be  modified  by  United  States  law of  general
applicability),  such  Coupon  Rate  being the rate of  interest  payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarterly period will bear interest thereon  compounded  quarterly
at the then applicable Coupon Rate for each such quarterly period (to the extent
permitted by applicable law). The term  "Distributions"  as used herein includes
cash  distributions,  any  such  compounded  distributions  and  any  Additional
Interest payable on the Debentures  unless  otherwise  stated. A Distribution is
payable only to the extent that  payments are made in respect of the  Debentures
held by the Institutional  Trustee and to the extent the  Institutional  Trustee
has funds  legally  available in the Property  Account  therefor.  The amount of
Distributions  payable for any period shall be computed  for any full  quarterly
Distribution period on the basis of a 360-day year and the actual number of days
elapsed in the relevant Distribution Payment Period.

        Except  as  otherwise  described  below,  Distributions  on  the  Common
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year, commencing on December 15, 2007 (each, a "Distribution
Payment  Date").  Subject  to prior  submission  of Notice  (as  defined  in the
Indenture),  and so long as no Event of Default pursuant to paragraphs (c), (e),
(f) or (g) of Section 5.01 of the Indenture has occurred and is continuing,  the
Debenture Issuer has the right under the Indenture to defer payments of interest
on the  Debentures  by extending the interest  distribution  period for up to 20
consecutive quarterly periods (each, an "Extension Period") at any time and from
time to time on the  Debentures,  subject  to the  conditions  described  below,
during which  Extension  Period no interest shall be due and payable (except any
Additional  Interest that may be due and payable).  During any Extension Period,
interest will continue to accrue on the Debentures, and interest on such accrued
interest  (such  accrued  interest  and interest  thereon  referred to herein as
"Deferred  Interest")  will accrue at an annual rate equal to the Coupon Rate in
effect for each such Extension Period,  compounded  quarterly from the date such
Deferred  Interest would have been payable were it not for the Extension Period,
to the extent permitted by law. No Extension Period may end on a date other than
a  Distribution  Payment  Date.  At the end of any such  Extension  Period,  the
Debenture Issuer shall pay all Deferred  Interest then accrued and unpaid on the
Debentures;  provided,  however,  that no Extension Period may extend beyond the
Maturity Date,  Redemption Date (to the extent  redeemed) or Special  Redemption
Date. Prior to the termination of any Extension Period, the Debenture Issuer may
further extend such period,  provided,  that such period  together with all such
previous  and  further  consecutive  extensions  thereof  shall  not  exceed  20
consecutive  quarterly periods,  or extend beyond the Maturity Date,  Redemption
Date (to the extent  redeemed) or Special  Redemption Date. Upon the termination
of any  Extension  Period and upon the  payment of all  Deferred  Interest,  the
Debenture Issuer may commence a new Extension  Period,  subject to the foregoing
requirements.  No interest or Deferred Interest (except any Additional  Interest
that  may be due and  payable)  shall be due and  payable  during  an  Extension
Period,  except at the end thereof, but Deferred Interest shall accrue upon each
installment  of interest that would  otherwise  have been due and payable during
such  Extension  Period until such  installment  is paid. If  Distributions  are
deferred,  the  Distributions  due  shall be paid on the date  that the  related
Extension  Period  terminates to Holders of the Securities as they appear on the
books and records of the Trust on the record  date  immediately  preceding  such
date.

        Distributions on the Securities must be paid on the dates payable (after
giving  effect to any  Extension  Period) to the extent that the Trust has funds
legally available for the payment of such  distributions in the Property Account
of the Trust.  The Trust's  funds  legally  available  for  Distribution  to the
Holders  of the  Securities  will be  limited  to  payments  received  from  the
Debenture  Issuer.  The payment of Distributions out of moneys held by the Trust
is guaranteed by the Guarantor pursuant to the Guarantee.

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


<PAGE>

                                   ASSIGNMENT

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


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

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

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

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

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

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

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

(Insert address and zip code of assignee),

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

               Date:
                    ------------------------------

               Signature:
                         -------------------------

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

               Signature Guarantee:1 _________________









































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