Exhibit 4.9















                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                          FIRST BANK STATUTORY TRUST VI

                            Dated as of June 16, 2006







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<TABLE>
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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........................................................9

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.................................15

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..............................................29

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

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

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

SECTION 6.5.       Mutilated, Destroyed, Lost or Stolen Certificates....................................33

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

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

SECTION 6.8.       Rights of Holders; Waivers of Past Defaults..........................................34

                                               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..............................................................41

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

SECTION 9.1.       Liability............................................................................41

SECTION 9.2.       Exculpation..........................................................................42

SECTION 9.3.       Fiduciary Duty.......................................................................42

SECTION 9.4.       Indemnification......................................................................43

SECTION 9.5.       Outside Businesses...................................................................46

SECTION 9.6.       Compensation; Fee....................................................................46

                                               ARTICLE X
                                              ACCOUNTING

SECTION 10.1.      Fiscal Year..........................................................................47

SECTION 10.2.      Certain Accounting Matters...........................................................47

SECTION 10.3.      Banking..............................................................................48

SECTION 10.4.      Withholding..........................................................................48

                                               ARTICLE XI
                                        AMENDMENTS AND MEETINGS

SECTION 11.1.      Amendments...........................................................................48

SECTION 11.2.      Meetings of the Holders of the Securities; Action by Written Consent.................50

                                               ARTICLE XII
                      REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1.      Representations and Warranties of Institutional Trustee..............................52

SECTION 12.2.      Representations and Warranties of Delaware Trustee...................................52
<PAGE>

                                               ARTICLE XIII
                                              MISCELLANEOUS

SECTION 13.1.      Notices..............................................................................53

SECTION 13.2.      Governing Law........................................................................55

SECTION 13.3.      Submission to Jurisdiction...........................................................55

SECTION 13.4.      Intention of the Parties.............................................................55

SECTION 13.5.      Headings.............................................................................55

SECTION 13.6.      Successors and Assigns...............................................................55

SECTION 13.7.      Partial Enforceability...............................................................56

SECTION 13.8.      Counterparts.........................................................................56

</TABLE>


<PAGE>


ANNEXES AND EXHIBITS

ANNEX I       Terms of Capital Securities and Common Securities

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


<PAGE>

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                          FIRST BANK STATUTORY TRUST VI

                                  June 16, 2006

         AMENDED AND RESTATED DECLARATION OF TRUST (this  "Declaration"),  dated
and  effective as of June 16, 2006,  by the  Trustees (as defined  herein),  the
Administrators  (as defined  herein),  the  Sponsor (as defined  herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

         WHEREAS,  certain of the Trustees,  the  Administrators and the Sponsor
established First Bank Statutory Trust VI (the "Trust"), a statutory trust under
the Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust,
dated as of June 14, 2006 (the  "Original  Declaration"),  and a Certificate  of
Trust  filed with the  Secretary  of State of the State of  Delaware on June 14,
2006,  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.
<PAGE>

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

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

         "Administrators"  means each of Allen H.  Blake 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
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   Security   Certificate"   means  a  definitive   Certificate
registered  in the name of the Holder  representing  Capital  Securities,  which
shall be substantially in the form attached hereto as 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.
<PAGE>

         "Closing Date" has the meaning set forth in the Purchase Agreement.

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

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

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

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

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

         "Corporate Trust Office" means the office of the Institutional  Trustee
at which 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 919  Market  Street  Suite  700  Wilmington,  DE  19801,  Attention:
Corporate Trust Division.

         "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 Wells Fargo Bank,  National  Association,  a
national  banking  association with its principal place of business in the State
of Delaware,  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 July 7,
2036 to be issued by the Debenture Issuer under the Indenture.

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

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

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

         "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.

         "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.
<PAGE>

         "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.
         "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 June 16, 2006,
of the Sponsor 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 June 16, 2006, among 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.
<PAGE>

         "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:

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

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

              (e)     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

              (f)     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.

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

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

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

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

         "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).
<PAGE>

         "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.

         "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.

         "Transfer Notice" has the meaning set forth in Section 8.2(e).
<PAGE>

         "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 named "First Bank Statutory Trust VI,"
                      ----
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, MO 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.

         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.
<PAGE>

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

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

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

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

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

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

                           (I) execution and  delivery  of closing  certificates
                      pursuant to the Purchase 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);


<PAGE>

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

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

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

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

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

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

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

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

                           (A) the establishment of the Property Account;

                           (B) the receipt of the Debentures;

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

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

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

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

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

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

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

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

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

              (d)     Notwithstanding  anything  herein  to  the  contrary,  the
Administrators,  the  Institutional  Trustee  and the  Holders of a Majority  in
liquidation  amount of the Common  Securities  are  authorized  and  directed to
conduct  the affairs of the Trust and to operate the Trust so that (i) the Trust
will not be deemed to be an Investment Company (in the case of the Institutional
Trustee, to the actual knowledge of a Responsible Officer),  (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) shall not obligate Sponsor to pay expenses of
the  Trustee's  legal  counsel in  connection  with the  issuance of the Capital
Securities.

              (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:
<PAGE>

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

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

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

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

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

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

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

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

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

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

              (c)     The Institutional Trustee shall:

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

                      (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:

                      (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.
<PAGE>

         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  and  liabilities  relating  to the  Trust  or to the
Holders,  such Trustee or  Administrator  shall not be liable to the Trust or to
any Holder for such  Trustee's  or  Administrator's  good faith  reliance on the
provisions  of this  Declaration.  The  provisions of this  Declaration,  to the
extent that they restrict the duties and  liabilities of the  Administrators  or
the Trustees  otherwise  existing at law or in equity, are agreed by the Sponsor
and  the  Holders  to  replace  such  other  duties  and   liabilities   of  the
Administrators or the Trustees.

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

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

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

                      (ii)   the Institutional Trustee shall not be liable  with
              respect  to any action  taken or omitted to be taken by it in good
              faith  in accordance with the direction of the Holders of not less
              than a  Majority in liquidation  amount of the Capital  Securities
              or  the Common  Securities,  as applicable,  relating to the 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;
<PAGE>

                      (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;

              (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;


<PAGE>

              (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;

              (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) or 5.01 (b) 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
<PAGE>

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

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

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

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

                      (ii)   the  Sponsor  expressly appoints,  as the holder of
              the Common  Securities,  a trustee of  the  uccessor  Entity  that
              possesses  the  same  powers  and  duties  as   the  Institutional
              Trustee;


<PAGE>

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

                      (iv)   such    merger,    consolidation,     amalgamation,
              replacement,  conveyance,  transfer  or  lease  does not cause the
              rating, 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.

              (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.
<PAGE>

                                  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  Purchase  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.

         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
<PAGE>
                      (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  Wells  Fargo
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 Wells Fargo Delaware Trust Company.

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

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

              (b)     Subject to Section  4.7(a),  a Relevant Trustee may resign
at any time by giving  written  notice  thereof to the Holders of the Securities
and by  appointing  a  successor  Relevant  Trustee,  except  that the  Delaware
Trustee's  successor  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.
<PAGE>

              (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
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.
<PAGE>

              (g)     No Institutional Trustee  or   Delaware  Trustee  shall be
liable  for the acts or  omissions  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.
<PAGE>

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

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

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

         SECTION 4.12. Merger,   Conversion,   Consolidation  or  Succession  to
                       ---------------------------------------------------------
Business.  Any Person  into  which the  Institutional  Trustee  or the  Delaware
--------
Trustee, as the case 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. 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.

                                   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  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  in  Wilmington, Delaware,  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 shall
keep or cause to be kept at such office or agency 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 Paying Agent,  Transfer Agent and Registrar for
the Capital  Securities and the Common Securities at its Corporate Trust Office.
The Institutional  Trustee or any of its Affiliates in the United States may act
as Paying Agent, Transfer Agent or Registrar.

              (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
Purchaser  pursuant to the Purchase  Agreement  shall be issued in the form of a
Global  Capital  Security,  registered  in the name of the  Depositary,  without
coupons and with the Restricted Securities Legend.

         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  to   properly   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 and the Institutional  Trustee of the occurrence of such event and of
the  availability  of  Definitive  Capital  Securities  Certificates  to  Owners
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  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.
<PAGE>

              (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
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  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.
<PAGE>

         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.

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

         SECTION 6.8.  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  2.6(g),  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 for which acceleration is permitted under
Section 5.01, the Debenture Trustee fails or the holders of not less than 25% in
principal amount of the outstanding  Debentures fail to declare the principal of
all of the Debentures to be immediately due and payable, the Holders of not less
than a Majority in liquidation amount of the Capital Securities then outstanding
shall  have the right to make such  declaration  by a notice in  writing  to the
Institutional Trustee, the Sponsor and the Debenture Trustee.

              (c)     At   any  time  after  a  declaration  of  acceleration of
maturity  of the  Debentures  has been made and before a judgment  or decree for
payment of the money due has been obtained by the Debenture  Trustee as provided
in the  Indenture,  if the  Institutional  Trustee,  subject  to the  provisions
hereof,  fails to annul any such declaration and waive such default, the Holders
of not less than a Majority in liquidation amount of the Capital Securities,  by
written  notice to the  Institutional  Trustee,  the Sponsor  and the  Debenture
Trustee, may rescind and annul such declaration and its consequences if:
<PAGE>

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

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

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

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

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

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

              (d)     The  Holders  of  not  less than a Majority in liquidation
amount of the  Capital  Securities  may,  on behalf  of the  Holders  of all the
Capital Securities, waive any past default or Event of Default, except a default
or Event of Default in the  payment  of  principal  of or  premium,  if any,  or
interest  (unless  such  default  or Event of  Default  has been cured and a sum
sufficient  to 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.


<PAGE>

                                  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  July  7,  2041,  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 the  Debentures to the Holders
              of  the  Securities,  upon exercise of the right of the Holders of
              all of the  outstanding  Common  Securities  to dissolve the Trust
              as provided in Annex I hereto;

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

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

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

              (b)     As soon  as is  practicable  after the  occurrence  of  an
event referred to in Section  7.1(a),  and after  satisfaction of liabilities to
creditors of the Trust as required by applicable law,  including Section 3808 of
the  Statutory  Trust  Act,  and  subject to the terms set forth in Annex I, the
Institutional 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.
<PAGE>

              (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. A transferee of a
Security  shall be entitled to the rights and  subject to the  obligations  of a
Holder  hereunder  upon  the  receipt  by  such  transferee  of a  Security.  By
acceptance of a Security,  each transferee  shall be deemed to have agreed to be
bound by this Declaration.

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

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

              (a)     The  Capital   Securities   shall  bear   the   Restricted
Securities Legend (as defined below), which shall not be removed unless there is
delivered to the Trust such satisfactory evidence,  which may include an opinion
of  counsel  reasonably  acceptable  to  the  Institutional  Trustee,  as may be
reasonably  required by the Trust,  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  Trust,   shall  authenticate  and  deliver  Capital
Securities  that do not bear the  Restricted  Securities  Legend (other than the
legend contemplated by Section 8.2(c)).

              (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 Trust 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:
<PAGE>

         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  VI 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 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 (D)  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 (C) OR (D) 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  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") (such Transfer
Notice shall be required if, and only if, the Capital  Securities are not listed
with the Depository Trust Company) to the Institutional  Trustee and the Sponsor
to  transfer  title  in and to the  Capital  Securities,  provided  the  Initial
Purchaser  shall take  reasonable  steps to ensure that such  transfer is exempt
from  registration  under the  Securities  Act of 1933,  as  amended,  and rules
promulgated  thereunder.  Any Transfer  Notice  delivered  to the  Institutional
Trustee and Sponsor  pursuant  to the  preceding  sentence  shall  indicate  the
aggregate  liquidation amount of Capital Securities being transferred,  the name
and address of the transferee  thereof (the  "Transferee")  and the date of such
transfer. Notwithstanding any provision in this Declaration to the contrary, the
transfer by the  Initial  Purchaser  of title in and to the  Capital  Securities
pursuant to a Transfer Notice shall not be subject to any  requirement  relating
to  Opinions  of  Counsel,  Certificates  of  Transfer  or any other  Opinion or
Certificate   applicable   to  transfers   hereunder  and  relating  to  Capital
Securities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                      (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.
<PAGE>

         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),  arising
out of or in connection with the acceptance or  administration  of the Trust, by
reason of the fact that such  Person  is or was an  Indemnified  Person  against
expenses (including attorneys' fees and expenses),  judgments, fines and amounts
paid in settlement actually and reasonably incurred by such Person in connection
with such action, suit or proceeding if such Person acted in good faith and in a
manner  such  Person  reasonably  believed  to be in or not  opposed to the best
interests of the Trust,  and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such conduct was unlawful. The termination of
any action, suit or proceeding by judgment,  order, settlement,  conviction,  or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that the  Indemnified  Person  did not act in good  faith  and in a
manner which such Person reasonably believed to be in or not opposed to the best
interests of the Trust,  and, with respect to any criminal action or proceeding,
had reasonable cause to believe that such conduct was unlawful.

                      (ii)   The Sponsor shall indemnify,  to the fullest extent
              permitted  by law, any Indemnified Person who was or is a party or
              is  threatened  to be made a party to any  threatened,  pending or
              completed  action  or suit  by or in the  right  of the  Trust  to
              procure a judgment in  its favor,  arising out of or in connection
              with the acceptance  or  administration of the Trust, 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.
<PAGE>

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

              (b)     The  Sponsor  shall  indemnify,  to  the  fullest   extent
permitted by applicable  law, each  Indemnified  Person from and against any and
all loss, damage,  liability,  tax (other than taxes based on the income of such
Indemnified Person) or penalty 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.  Provided,  however,  that  Section  9.4(b)  does  not
contemplate  the payment by the Sponsor of acceptance  or annual  administration
fees  owing to an  Indemnified  Person  under this  Declaration  or the fees and
expenses of each Indemnified  Person's counsel in connection with the closing of
the transaction contemplated by this Declaration.
<PAGE>

              (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.

         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.
<PAGE>

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

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

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

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

              (e)     The  Administrators  will  cause  the Sponsor's reports on
Form FR Y-9C, FR Y-9LP and FR Y-6 to be delivered to the  Institutional  Trustee
to hold on behalf of, or deliver copies to, the Holders promptly following their
filing with the Board of Governors of the Federal  Reserve  System (the "Federal
Reserve").
<PAGE>

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

         SECTION 10.4. Withholding. The  Institutional  Trustee  or  any  Paying
                       -----------
Agent and the  Administrators  shall  comply with all  withholding  requirements
under United States federal,  state and local law. The Institutional  Trustee or
any  Paying  Agent  shall  request,   and  each  Holder  shall  provide  to  the
Institutional  Trustee or any Paying Agent,  such forms or  certificates  as are
necessary to establish an exemption from withholding with respect to the Holder,
and any  representations  and  forms as shall  reasonably  be  requested  by the
Institutional Trustee or any Paying Agent to assist it in determining the extent
of, and in fulfilling,  its withholding  obligations.  The Administrators  shall
file required forms with applicable  jurisdictions and, unless an exemption from
withholding is properly  established by a Holder,  shall remit amounts  withheld
with respect to the Holder to applicable  jurisdictions.  To the extent that the
Institutional  Trustee or any Paying  Agent is required to withhold and pay over
any amounts to any authority with respect to distributions or allocations to any
Holder,  the amount  withheld shall be deemed to be a Distribution to the Holder
in the amount of the withholding.  In the event of any claimed  overwithholding,
Holders shall be limited to an action  against the applicable  jurisdiction.  If
the amount  required to be withheld was not withheld  from actual  Distributions
made,  the  Institutional  Trustee  or any Paying  Agent may  reduce  subsequent
Distributions by the amount of such withholding.

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

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

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

                      (i)    the Institutional Trustee,

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

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

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

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

                      (i)    unless the Institutional Trustee shall  have  first
              received

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

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

                      (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)(ii),  this  Declaration  may
be  amended  by the  Institutional  Trustee  and the  Holder  of a  Majority  in
liquidation  amount of the Common Securities  without the consent of the Holders
of the Capital Securities to:

                      (i)    cure any ambiguity;

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

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

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

                      (ii)   each Holder of a Security may  authorize any Person
              to act for it by proxy  on all  matters  in   which  a  Holder  of
              Securities is entitled to participate,  including  waiving  notice
              of any meeting, or voting or participating at a meeting. No  proxy
              shall be valid  after the  expiration  of 11 months from the  date
              thereof unless otherwise provided in the proxy. Every proxy  shall
              be  revocable  at the  pleasure  of the Holder of  the  Securities
              executing it. Except as otherwise  provided  herein,  all  matters
              relating  to the giving,  voting or validity of proxies  shall  be
              governed by the General  Corporation Law of the State of  Delaware
              relating to proxies, and judicial interpretations  thereunder,  as
              if the Trust were a Delaware  corporation  and the Holders of  the
              Securities  were  stockholders  of a Delaware  corporation;   each
              meeting of the Holders of the  Securities  shall be  conducted  by
              the   Administrators   or  by  such   other   Person   that    the
              Administrators may designate; and

                      (iii)  unless  the  Statutory Trust Act, this Declaration,
              the  terms  of  the  Securities,  the  Trust Indenture Act or  the
              listing   rules  of  any  stock  exchange  on  which  the  Capital
              Securities are  then  listed  for  trading,  if   any,   otherwise
              provides, the Administrators,  in  their  sole  discretion,  shall
              establish all other  provisions relating to meetings of Holders of
              Securities, including  notice of the time, place or purpose of any
              meeting at which  any  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 Delaware or the United  States of
America,  respectively,  with trust power and  authority to execute and deliver,
and to  carry  out  and  perform  its  obligations  under  the  terms  of,  this
Declaration;

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

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

              (d)     the   execution,  delivery    and   performance   by   the
Institutional  Trustee  of this  Declaration  has been  duly  authorized  by all
necessary action on the part of the Institutional  Trustee. 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 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,  it 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 VI
                      c/o First Banks, Inc.
                      600 James S. McDonnell Blvd.
                      Hazelwood, MO 63042
                      Attention: Peter D. Wimmer
                      Telecopy:  (314) 592-6621
                      Telephone: (412) 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):

                      Wells Fargo Delaware Trust Company
                      919 Market Street Suite 700
                      Wilmington, DE 19801
                      Attention: Corporate Trust Division
                      Telecopy:  302-575-2006
                      Telephone: 302-575-2005

              (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):

                      Wells Fargo Bank, National Association
                      919 Market Street Suite 700
                      Wilmington, DE 19801
                      Attention: Corporate Trust Division
                      Telecopy:  302-575-2006
                      Telephone: 302-575-2005
<PAGE>

              (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, MO 63042
                      Attention: Peter D. Wimmer
                      Telecopy:  (314) 592-6621
                      Telephone: (412) 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 state or federal courts of
the State of New York located in the Borough of Manhattan, City and State of New
York, and further agrees to submit to the  jurisdiction of Delaware,  and to any
actions that are  instituted in state or Federal court in  Wilmington,  Delaware
and any  competent  court in the place of its  corporate  domicile in respect of
actions  brought  against  it as a  defendant.  In  addition,  each  such  party
irrevocably  waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of such suit,  action or
proceeding  brought in any such court and irrevocably  waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient  forum and irrevocably waives any right to which it may be entitled
on  account  of  its  place  of  corporate  domicile.  Each  such  party  hereby
irrevocably  waives  any and all right to trial by jury in any legal  proceeding
arising out of or relating to this Declaration or the transactions  contemplated
hereby. Each such party agrees that final judgment in any proceedings brought in
such a court shall be conclusive  and binding upon it and may be enforced in any
court to the jurisdiction of which it is subject by a suit upon such judgment.

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

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

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

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

         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.

                                  WELLS FARGO DELAWARE TRUST
                                   COMPANY,
                                   as Delaware Trustee


                                  By: /s/ Rosemary Kennard
                                     -------------------------------------------
                                     Name:  Rosemary Kennard
                                          --------------------------------------
                                     Title: Vice President
                                           -------------------------------------

                                  WELLS FARGO BANK, NATIONAL
                                   ASSOCIATION,
                                   as Institutional Trustee


                                  By: /s/ Rosemary Kennard
                                     -------------------------------------------
                                     Name:  Rosemary Kennard
                                          --------------------------------------
                                     Title: Vice President
                                           -------------------------------------

                                  FIRST BANKS, INC.
                                     as Sponsor


                                  By: /s/ Allen H. Blake
                                     -------------------------------------------
                                     Name:  Allen H. Blake
                                          --------------------------------------
                                     Title: President & Chief Executive Officer
                                           -------------------------------------


                                  By: /s/ Allen H. Blake
                                     -------------------------------------------
                                     Administrator


                                  By: /s/ 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  June  16,  2006  (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.  25,000  Capital  Securities  of  First  Bank
Statutory Trust VI (the "Trust"),  with an aggregate stated  liquidation  amount
with  respect  to the  assets  of the  Trust  of  Twenty  Five  Million  Dollars
($25,000,000) 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 "Capital 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. 774 Common Securities of the Trust (the "Common
Securities") will be evidenced by Common Security Certificates  substantially in
the form of Exhibit A-2 to the  Declaration,  with such  changes  and  additions
thereto or deletions  therefrom as may be required by ordinary usage,  custom or
practice. In the absence of an Event of Default, the Common Securities will have
an aggregate stated  liquidation  amount with respect to the assets of the Trust
of  Seven  Hundred  Seventy  Four  Thousand  Dollars  ($774,000)  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 1.65% (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

<PAGE>

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  January 15, April 15, July  15
              and October 15  immediately succeeding  the commencement  of  such
              Distribution  Payment  Period  (or,  with  respect  to  the  first
              Distribution Payment Period, on June 14, 2006), (each such  day, a
              "LIBOR   Determination   Date")  for   such  Distribution  Payment
              Period),   the  Calculation  Agent  shall  obtain   the  rate  for
              three-month  U.S.  Dollar  deposits in Europe,  which  appears  on
              Telerate  Page 3750 (as  defined in the  International  Swaps  and
              Derivatives  Association,  Inc.  2000  Interest Rate and  Currency
              Exchange  Definitions)  or such  other page as  may  replace  such
              Telerate Page 3750 on the Moneyline  Telerate,  Inc.  service  (or
              such other service or services as may be nominated by the  British
              Banker's Association as the information vendor for the  purpose of
              displaying   London  interbank  offered  rates  for  U.S.   dollar
              deposits),   as  of  11:00  a.m.  (London  time)  on  such   LIBOR
              Determination  Date,  and the rate so obtained shall be LIBOR  for
              such Distribution Payment Period.  "LIBOR Business Day" means  any
              day  that  is not a  Saturday,  Sunday  or  other  day  on   which
              commercial  banking  institutions  in The  City  of New  York   or
              Wilmington,  Delaware  are  authorized  or  obligated  by  law  or
              executive  order to be  closed.  If such  rate is  superseded   on
              Telerate Page 3750 by a corrected  rate before 12:00 noon  (London
              time) on the same LIBOR Determination Date, the corrected rate  as
              so substituted will be the applicable LIBOR for that  Distribution
              Payment Period.

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

<PAGE>

              at least two of the Reference Banks provide such quotations, LIBOR
              shall equal the arithmetic  mean of such  quotations.  If, on  any
              LIBOR  Determination Date, only  one  or  none  of  the  Reference
              Banks provide such a quotation,  LIBOR  shall be  deemed to be the
              arithmetic  mean of  the  offered  quotations  that at  least  two
              leading  banks  in  the  City of  New York  (as  selected  by  the
              Calculation Agent) are quoting on the relevant LIBOR Determination
              Date  for  three-month   U.S.  Dollar   deposits   in   Europe  at
              approximately  11:00  a.m.  (London time) (in an amount determined
              by the  Calculation  Agent).  As  used  herein,  "Reference Banks"
              means four major banks in the  London Interbank market selected by
              the Calculation Agent.

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

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

         (d)  On each LIBOR  Determination  Date,  the  Calculation  Agent shall
notify,  in writing,  the Sponsor and the Paying Agent of the applicable  Coupon
Rate in effect for the related  Distribution  Payment  Period.  The  Calculation
Agent  shall,  upon the  request of the Holder of any  Securities,  provide  the
Coupon Rate then in effect.  All calculations  made by the Calculation  Agent in
the absence of manifest  error shall be conclusive  for all purposes and binding
on the  Sponsor  and the Holders of the  Securities.  The Paying  Agent shall be
entitled  to rely on  information  received  from the  Calculation  Agent or the
Sponsor as to the Coupon Rate. The Sponsor shall, from time to time, provide any
necessary  information  to the  Paying  Agent  relating  to any  original  issue
discount  and  interest  on the  Securities  that is included in any payment and
reportable for taxable income calculation purposes.

         (e)  Distributions  on the Securities  will be cumulative,  will accrue
from the date of original issuance, and will be payable, subject to extension of
Distribution  payment  periods  as  described  herein,  quarterly  in arrears on
January 7, April 7, July 7 and  October 7 of each  year,  commencing  October 7,
2006 (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

<PAGE>

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. Upon the termination of any Extension  Period and upon
the payment of all Deferred  Interest,  the Debenture  Issuer may commence a new
Extension Period, subject to the foregoing requirements. No interest or Deferred
Interest shall be due and payable during an Extension Period,  except at the end
thereof,  but Deferred  Interest shall accrue upon each  installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
until such installment is paid. If Distributions are deferred, the Distributions
due shall be paid on the date that the related Extension Period terminates,  or,
if such date is not a Distribution  Payment Date, on the  immediately  following
Distribution  Payment Date,  to Holders of the  Securities as they appear on the
books and records of the Trust on the record  date  immediately  preceding  such
date.  Distributions  on the Securities must be paid on the dates payable (after
giving  effect to any  Extension  Period) to the extent that the Trust has funds
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.
<PAGE>

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

         (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 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

<PAGE>

responsible  for  regulating  the  activities of the Sponsor if such approval is
then required under applicable capital guidelines or policies of such regulatory
authority, an opinion of nationally recognized tax counsel that Holders will not
recognize  any gain or loss for United States  federal  income tax purposes as a
result of the distribution of Debentures 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) July 7, 2041, the
expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to the
Sponsor, the Trust or the Debenture Issuer, (iii) (other than in connection with
a merger,  consolidation or similar transaction not prohibited by the Indenture,
this  Declaration  or the  Guarantee,  as the  case  may  be)  the  filing  of a
certificate of dissolution or its equivalent with respect to the Sponsor or upon
the revocation of the charter of the Sponsor and the expiration of 90 days after
the date of revocation without a reinstatement thereof, (iv) the distribution to
the Holders of the Securities of the  Debentures,  upon exercise of the right of
the Holder of all of the outstanding  Common Securities to dissolve the Trust as
described  above,  (v) the entry of a decree of a  judicial  dissolution  of the
Sponsor or the Trust, or (vi) when all of the Securities  shall have been called
for redemption and the amounts necessary for redemption  thereof shall have been
paid to the Holders in accordance with the terms of the  Securities.  As soon as
practicable  after  the  dissolution  of the Trust  and upon  completion  of the
winding  up of the  Trust,  the  Trust  shall  terminate  upon the  filing  of a
certificate  of  cancellation  with  the  Secretary  of  State  of the  State of
Delaware.

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

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

         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.
<PAGE>

         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 July 7, 2036. The Debentures may be
redeemed by the Debenture  Issuer,  in whole or in part, on any January 7, April
7, July 7 or October 7 on or after July 7, 2011 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) interest  payable by the Debenture Issuer on the Debentures is

<PAGE>

not, or within 90 days of the date of such opinion,  will not be,  deductible by
the Debenture  Issuer, in whole or in part, for United States federal income tax
purposes;  or (iii)  the Trust is, or will be within 90 days of the date of such
opinion,  subject to more than a de  minimis  amount of other  taxes  (including
withholding taxes), duties, assessments or other governmental charges.

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

         "Capital Treatment Event" means 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  in,  the  laws,  rules or
regulations  of the  United  States  or any  political  subdivision  thereof  or
therein,  or as the result of any official or  administrative  pronouncement  or
action or decision  interpreting  or applying such laws,  rules or  regulations,
which  amendment  or  change  is  effective  or which  pronouncement,  action or
decision is announced  on or after the date of original  issuance of the Capital
Securities,  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 OTS,  as  applicable  (or any  successor
regulatory  authority with jurisdiction  over bank,  savings & loan or financial
holding  companies),  as then in effect and applicable to the Debenture  Issuer;
provided,  however,  that the inability of the Debenture  Issuer to treat all or
--------   -------
any  portion  of the  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
                       -------- -------   -------
Debt Securities 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.

         "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 or,  in the case of a  redemption  due to the  occurrence  of a
Special Event, to the Special Redemption Date if such Special Redemption Date is
on or after July 7, 2011.
<PAGE>

         "Special Redemption Price" means, with respect to the redemption of any
Capital Securities following a Special Event, an amount in cash equal to 105% of
the  principal  amount of  Debentures  to be redeemed  prior to July 7, 2007 and
thereafter  equal to the  percentage  of the  principal  amount  of the  Capital
Securities 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 July 7          Percentage of Principal Amount
    --------------------------------          ------------------------------

                  2007                                     104%
                  2008                                     103%
                  2009                                     102%
                  2010                                     101%
           2011 and thereafter                           100.000%

         "Redemption  Date" means the date fixed for the  redemption  of Capital
Securities,  which  shall be any  January  7, April 7, July 7 or October 7 on or
after July 7, 2011.

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

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

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

         (e)  Redemption or Distribution Procedures.

                    (i)      Notice   of   any   redemption  of,  or  notice  of
              distribution of the Debentures in exchange  for,  the   Securities
              (a "Redemption/Distribution Notice") will be given by the Trust by
              mail to  each Holder of Securities to be redeemed or exchanged not
              fewer  than 30  nor more than 60 days  before  the date  fixed for
              redemption   or  exchange   thereof  which,   in  the  case  of  a
              redemption,  will   be  the  date  fixed  for  redemption  of  the
              Debentures.  For   purposes  of the  calculation  of the  date  of
              redemption  or  exchange and the dates on which  notices are given
              pursuant  to   this  Section  4(e)(i),  a  Redemption/Distribution
              Notice  shall  be  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

<PAGE>

              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
              therefore,  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
              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

<PAGE>

              exchange any Security during a period beginning at the opening  of
              business  15 days  before any  selection  for  redemption  of  the
              Capital  Securities  and ending at the close of  business  on  the
              earliest  date on which  the  relevant  notice  of  redemption  is
              deemed  to  have  been  given  to  all  Holders  of  the   Capital
              Securities  to be so redeemed or (ii) register the transfer of  or
              exchange any Capital  Securities so selected for  redemption,  in
              whole  or in  part,  except  for the  unredeemed  portion  of  any
              Capital Securities being redeemed in part.

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

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

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

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

         (b)  Subject to the  requirements  of  obtaining  a tax  opinion by the
Institutional Trustee in certain circumstances set forth in the last sentence of
this paragraph,  the Holders of a Majority in liquidation  amount of the Capital
Securities,  voting  separately  as a class,  have the right to direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies
available  under the Indenture as the holder of the  Debentures,  (ii) waive any
past default that is waivable under the  Indenture,  (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and  payable  or (iv)  consent on behalf of all the  Holders of the  Capital
Securities to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required;  provided, however, that, where
                                                  --------  -------
a consent or action under the Indenture  would require the consent or act of the
holders of greater than a simple  majority in principal  amount of Debentures (a
"Super Majority") affected thereby, the Institutional Trustee may only give such
consent or take such action at the written  direction of the Holders of not less
than the proportion in liquidation amount of the Capital Securities  outstanding
which the relevant Super Majority  represents of the aggregate  principal amount
of the Debentures outstanding. If the Institutional Trustee fails to enforce its
rights under the Debentures  after the Holders of a Majority or Super  Majority,
as the case may be, in  liquidation  amount of such Capital  Securities  have so
directed the  Institutional  Trustee,  to the fullest extent permitted by law, a
Holder of the  Capital  Securities  may  institute a legal  proceeding  directly

<PAGE>

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 shall
request the written  direction of the Holders of the Securities  with respect to
such amendment,  modification or termination and shall vote with respect to such
amendment,  modification or termination as directed by a Majority in liquidation
amount of the Securities voting together as a single class;  provided,  however,
                                                             --------   -------
that where a consent  under the  Indenture  would require the consent of 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

<PAGE>

proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which  written  consent is sought and (iii)  instructions
for the  delivery of proxies or  consents.  No vote or consent of the Holders of
the  Capital  Securities  will be  required  for the Trust to redeem  and cancel
Capital  Securities or to  distribute  the  Debentures  in  accordance  with the
Declaration and the terms of the Securities.

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

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

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

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

         (b)  The 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

<PAGE>

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.

         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.
<PAGE>

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

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

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

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

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

         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  VI 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 CEDE & CO. OR 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 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.
<PAGE>

         THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR
SECTION 4975 OF THE  INTERNAL  REVENUE  CODE OF 1986,  AS AMENDED (THE  "CODE"),
(EACH A "PLAN"),  OR AN ENTITY WHOSE UNDERLYING  ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY PLAN'S  INVESTMENT  IN THE ENTITY  AND NO PERSON  INVESTING  "PLAN
ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS  SECURITY OR ANY INTEREST  THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE 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  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 25,000

                            CUSIP NO: _______________

                    Certificate Evidencing Capital Securities

                                       of

                          First Bank Statutory Trust VI

                               Capital Securities

                (liquidation amount $1,000 per Capital Security)

         First Bank Statutory Trust VI, 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  25,000  capital  securities  of  the  Trust  representing
undivided  beneficial  interests  in the  assets of the  Trust,  designated  the
capital  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 June 16, 2006, among
Allen H. Blake and Lisa K. Vansickle,  as  Administrators,  Wells Fargo Delaware
Trust Company, as Delaware Trustee,  Wells Fargo 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 VI


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

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


                          CERTIFICATE OF AUTHENTICATION

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

                                       WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION,
                                       not in its individual capacity but solely
                                       as the Institutional Trustee

                                       By:
                                          --------------------------------------
                                           Authorized Officer

                                       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 1.65% (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 will 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  January 7, April 7, July 7 and
October 7 of each year,  commencing  on October 7, 2006 (each,  a  "Distribution
Payment  Date").  Upon  submission  of Notice 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  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 774

                    Certificate Evidencing Common Securities
                                       of
                          First Bank Statutory Trust VI

         First Bank Statutory Trust VI, 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 774 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  June  16,  2006,  among  Allen  H.  Blake  and  Lisa  K.  Vansickle,  as
Administrators,  Wells Fargo Delaware Trust Company, as Delaware Trustee,  Wells
Fargo 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 _______________, 2006.

                                           First Bank Statutory Trust VI


                                           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 1.65% (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 will 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  January 7, April 7, July 7 and
October 7 of each year,  commencing  on October 7, 2006 (each,  a  "Distribution
Payment  Date").  Upon  submission  of Notice 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.