EXHIBIT 4.18








                     ======================================



                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  by and among

                            WILMINGTON TRUST COMPANY,
                              as Delaware Trustee,

                            WILMINGTON TRUST COMPANY,
                            as Institutional Trustee,

                               FIRST BANKS, INC.,
                                   as Sponsor,

                                       and

                    TERRANCE M. MCCARTHY, PETER D.WIMMER and
                               LISA K. VANSICKLE,
                               as Administrators,

                         Dated as of September 28, 2007



                     ======================================




<PAGE>
<TABLE>
<CAPTION>

                                                TABLE OF CONTENTS
                                                -----------------
                                                                                                                Page
                                                                                                                ----


<S>                                                                                                              <C>
ARTICLE I INTERPRETATION AND DEFINITIONS..........................................................................1
         Section 1.1.      Definitions............................................................................1

ARTICLE II ORGANIZATION...........................................................................................7
         Section 2.1.      Name...................................................................................7
         Section 2.2.      Office.................................................................................7
         Section 2.3.      Purpose................................................................................8
         Section 2.4.      Authority..............................................................................8
         Section 2.5.      Title to Property of the Trust.........................................................8
         Section 2.6.      Powers and Duties of the Trustees and the Administrators...............................8
         Section 2.7.      Prohibition of Actions by the Trust and the Institutional Trustee.....................11
         Section 2.8.      Powers and Duties of the Institutional Trustee........................................12
         Section 2.9.      Certain Duties and Responsibilities of the Trustees and Administrators................13
         Section 2.10.     Certain Rights of Institutional Trustee...............................................15
         Section 2.11.     Delaware Trustee......................................................................17
         Section 2.12.     Execution of Documents................................................................17
         Section 2.13.     Not Responsible for Recitals or Issuance of Securities................................17
         Section 2.14.     Duration of Trust.....................................................................17
         Section 2.15.     Mergers...............................................................................17

ARTICLE III SPONSOR..............................................................................................18
         Section 3.1.      Sponsor's Purchase of Common Securities...............................................18
         Section 3.2.      Responsibilities of the Sponsor.......................................................19
         Section 3.3.      Expenses..............................................................................19
         Section 3.4.      Right to Proceed......................................................................19

ARTICLE IV INSTITUTIONAL TRUSTEE AND ADMINISTRATORS..............................................................20
         Section 4.1.      Number of Trustees....................................................................20
         Section 4.2.      Delaware Trustee; Eligibility.........................................................20
         Section 4.3.      Institutional Trustee; Eligibility....................................................20
         Section 4.4.      Administrators........................................................................21
         Section 4.5.      Appointment, Removal and Resignation of Trustees and Administrators...................21
         Section 4.6.      Vacancies Among Trustees..............................................................22
         Section 4.7.      Effect of Vacancies...................................................................22
         Section 4.8.      Meetings of the Trustees and the Administrators.......................................23
         Section 4.9.      Delegation of Power...................................................................23
         Section 4.10.     Conversion, Consolidation or Succession to Business...................................23

ARTICLE V DISTRIBUTIONS..........................................................................................24
         Section 5.1.      Distributions.........................................................................24

ARTICLE VI ISSUANCE OF SECURITIES................................................................................24
         Section 6.1.      General Provisions Regarding Securities...............................................24
         Section 6.2.      Paying Agent, Transfer Agent and Registrar............................................25
         Section 6.3.      Form and Dating.......................................................................25
         Section 6.4.      Mutilated, Destroyed, Lost or Stolen Certificates.....................................25
         Section 6.5.      Temporary Securities..................................................................26
         Section 6.6.      Cancellation..........................................................................26
         Section 6.7.      Rights of Holders; Waivers of Past Defaults...........................................26

ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST.................................................................28
         Section 7.1.      Dissolution and Termination of Trust..................................................28

ARTICLE VIII TRANSFER OF INTERESTS...............................................................................28
         Section 8.1.      General...............................................................................28
         Section 8.2.      Transfer Procedures and Restrictions..................................................29
         Section 8.3.      Deemed Security Holders...............................................................31

ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS.....................31
         Section 9.1.      Liability.............................................................................31
         Section 9.2.      Exculpation...........................................................................32
         Section 9.3.      Fiduciary Duty........................................................................32
         Section 9.4.      Indemnification.......................................................................33
         Section 9.5.      Outside Businesses....................................................................35
         Section 9.6.      Compensation; Fee.....................................................................35

ARTICLE X ACCOUNTING.............................................................................................35
         Section 10.1.     Fiscal Year...........................................................................35
         Section 10.2.     Certain Accounting Matters............................................................35
         Section 10.3.     Banking...............................................................................36
         Section 10.4.     Withholding...........................................................................36


<PAGE>

ARTICLE XI AMENDMENTS AND MEETINGS...............................................................................36
         Section 11.1.     Amendments............................................................................36
         Section 11.2.     Meetings of the Holders of Securities; Action by Written Consent......................38

ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE....................................39
         Section 12.1.     Representations and Warranties of Institutional Trustee...............................39
         Section 12.2.     Representations of the Delaware Trustee...............................................39

ARTICLE XIII MISCELLANEOUS.......................................................................................40
         Section 13.1.     Notices...............................................................................40
         Section 13.2.     Governing Law.........................................................................41
         Section 13.3.     Intention of the Parties..............................................................41
         Section 13.4.     Headings..............................................................................42
         Section 13.5.     Successors and Assigns................................................................42
         Section 13.6.     Partial Enforceability................................................................42
         Section 13.7.     Counterparts..........................................................................42


Annex I....................Terms of Securities
Exhibit A-1................Form of Capital Security Certificate
Exhibit A-2................Form of Common Security Certificate
Exhibit B..................Specimen of Initial Debenture
Exhibit C..................Placement Agreement

</TABLE>



<PAGE>

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                          FIRST BANK STATUTORY TRUST XI

                               September 28, 2007

         AMENDED AND RESTATED  DECLARATION  OF TRUST  ("Declaration")  dated and
effective as of September  28, 2007,  by the Trustees (as defined  herein),  the
Administrators  (as defined herein),  the Sponsor (as defined herein) and by the
holders,  from time to time, of undivided  beneficial interests in the Trust (as
defined herein) to be issued pursuant to this Declaration;

         WHEREAS,  the Trustees,  the Administrators and the Sponsor established
First  Bank  Statutory  Trust XI (the  "Trust"),  a  statutory  trust  under the
Statutory Trust Act (as defined herein) pursuant to a Declaration of Trust dated
as of September 24, 2007 (the  "Original  Declaration"),  and a  Certificate  of
Trust filed with the  Secretary  of State of the State of Delaware on  September
24,  2007,  for the sole  purpose  of issuing  and  selling  certain  securities
representing  undivided  beneficial  interests  in the  assets  of the Trust and
investing the proceeds thereof in certain debentures of the Debenture Issuer (as
defined herein);

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

         WHEREAS,  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,
the Trustees  declare that all assets  contributed  to the Trust will be held in
trust for the  benefit  of the  holders,  from time to time,  of the  securities
representing  undivided  beneficial  interests in the assets of the Trust issued
hereunder,  subject to the  provisions of this  Declaration.  The parties hereto
hereby 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 have the respective meanings assigned to them in this Section
1.1;

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

         (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; and

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

         "Acceleration  Event  of  Default"  has the  meaning  set  forth in the
          --------------------------------
Indenture.

         "Additional Interest" has the meaning set forth in the Indenture.
          -------------------

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

         "Administrators" means each of Terrance M. McCarthy, Peter D. Wimmer
          --------------
and Lisa K. Vansickle,  solely in such Person's capacity as Administrator of the
Trust  created  and  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.
<PAGE>

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

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

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

         (a)      a  court having  jurisdiction  in the  premises  shall enter 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 appointing a receiver, liquidator,  assignee, custodian,
trustee,   sequestrator  (or  similar  official)  of  such  Person  or  for  any
substantial  part of its property,  or ordering the winding-up or liquidation of
its affairs and such decree or order shall  remain  unstayed and in effect for a
period of 90 consecutive days; or

         (b)      such   Person  shall  commence  a  voluntary  case  under  any
applicable  bankruptcy,  insolvency  or other  similar law now or  hereafter  in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent 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
shall make any general  assignment  for the benefit of creditors,  or shall fail
generally to pay its debts as they become due.

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

         "Capital  Securities"  has the meaning set forth in  paragraph  1(a) of
          -------------------
Annex I.

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

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

         "Certificate" means any certificate evidencing Securities.
          -----------

         "Closing Date" has the meaning set forth in the Placement Agreement.
          ------------

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

         "Common  Securities"  has the  meaning set forth in  paragraph  1(b) of
          ------------------
Annex I.

         "Common Security  Certificate" means a definitive  Certificate in fully
          ----------------------------
registered  form  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  at the date of
execution of this  Declaration  is located at Rodney  Square  North,  1100 North
Market  Street,   Wilmington,   Delaware   19890-1600,   Attn:  Corporate  Trust
Administration.

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

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

         "Creditor" has the meaning set forth in Section 3.3.
          --------

         "Debenture Issuer" means First Banks, Inc., a Missouri corporation,  in
          ----------------
its capacity as issuer of the Debentures under the Indenture.

         "Debenture  Trustee" means Wilmington  Trust Company,  as trustee under
          ------------------
the Indenture until a successor is appointed  thereunder,  and thereafter  means
such successor trustee.

         "Debentures"  means the Floating  Rate Junior  Subordinated  Deferrable
          ----------
Interest  Debentures  due 2037 to be issued by the  Debenture  Issuer  under the
Indenture.

         "Defaulted Interest" has the meaning set forth in the Indenture.
          ------------------

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

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

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

         "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(b)
          -------------------------
of Annex I.

         "Distribution  Period" means (i) with respect to the Distribution  paid
          --------------------
on the first Distribution  Payment Date, the period beginning on (and including)
the date of original  issuance and ending on (but  excluding)  the  Distribution
Payment  Date  in  December  2007  and  (ii)  thereafter,   with  respect  to  a
Distribution  paid on each  successive  Distribution  Payment  Date,  the period
beginning on (and including) the preceding  Distribution Payment Date and ending
on (but excluding) such current Distribution Payment Date.

         "Distribution  Rate" means,  for the  Distribution  Period beginning on
          ------------------
(and including) the date of original  issuance and ending on (but excluding) the
Distribution Payment Date in December 2007, the rate per annum of 8.08063%,  and
for each Distribution Period beginning on or after the Distribution Payment Date
in December 2007, the Coupon Rate for such Distribution Period.

         "Event of Default" means any one of the following  events (whatever the
          ----------------
reason for such event and whether it shall be  voluntary  or  involuntary  or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order,  rule or regulation of any  administrative  or  governmental
body):

         (a)      the occurrence of an Indenture Event of Default; or

         (b)      default by the Trust in the payment of any Redemption Price or
Special Redemption Price of any Security when it becomes due and payable; or

         (c)      default  in  the  performance,  or  breach,  in  any  material
respect,  of any  covenant  or  warranty  of the  Institutional  Trustee in this
Declaration  (other  than  those  specified  in  clause  (a) or (b)  above)  and
continuation  of such  default or breach for a period of 60 days after there has
been given, by registered or certified mail to the Institutional  Trustee and to
the Sponsor by the Holders of at least 25% in  aggregate  liquidation  amount of
the outstanding Capital Securities,  a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or
<PAGE>

         (d)      the  occurrence  of a  Bankruptcy  Event  with  respect to the
Institutional  Trustee  if  a  successor  Institutional  Trustee  has  not  been
appointed within 90 days thereof.

         "Extension Period" has the meaning set forth in paragraph 2(b) of Annex
          ----------------
I.

         "Federal Reserve" has the meaning set forth in paragraph 3 of Annex I.
          ---------------

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

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

         "Guarantee" means the guarantee agreement to be dated as of the Closing
          ---------
Date, of the Sponsor in respect of the Capital Securities.

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

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

         "Indenture"  means the Indenture dated as of the Closing Date,  between
          ---------
the Debenture Issuer and the Debenture Trustee,  and any indenture  supplemental
thereto pursuant to which the Debentures are to be issued, as such Indenture and
any supplemental  indenture may be amended,  supplemented or otherwise  modified
from time to time.

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

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

         "Interest"  means any  interest  due on the  Debentures  including  any
          --------
Additional Interest and Defaulted Interest.

         "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.

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

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

         "Majority in liquidation  amount of the Securities"  means Holder(s) 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.
<PAGE>

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

         "Officers'   Certificates"   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
providing for it in this Declaration shall include:

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

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

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

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

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

         "Paying Agent" has the meaning specified in Section 6.2.
          ------------

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

         "Placement  Agreement"  means the Placement  Agreement  relating to the
          --------------------
offering and sale of Capital Securities in the form of Exhibit C.

         "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.
          --------

         "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 4.5(a).
          ----------------

         "Responsible Officer" means, with respect to the Institutional Trustee,
          -------------------
any officer  within the  Corporate  Trust Office of the  Institutional  Trustee,
including  any  vice-president,  any  assistant  vice-president,  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(b).

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

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

         "Securities" means the Common Securities and the Capital Securities.
          ----------

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

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

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

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

         "Sponsor"  means First  Banks,  Inc.,  a Missouri  corporation,  or any
          -------
successor entity in a merger, consolidation or amalgamation,  in its capacity as
sponsor of the Trust.

         "Statutory  Trust  Act" means  Chapter  38 of Title 12 of the  Delaware
          ---------------------
Code, 12 Del. C. ss.ss. 3801, et seq. as may be amended from time to time.

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

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

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

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

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

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

         "10% in  liquidation  amount  of the  Securities"  means  Holder(s)  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.

         "3-Month LIBOR" has the meaning set forth in paragraph 4(a) of Annex I.
          -------------

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

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

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

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

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

                                   ARTICLE II

                                  ORGANIZATION

         Section 2.1.   Name.  The Trust is  named "First Bank  Statutory  Trust
                        ----
XI,"  as such  name  may be  modified  from  time to time by the  Administrators
following  written  notice  to  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 is c/o Wilmington  Trust Company,  Rodney Square North,  1100 North Market
Street,  Wilmington,  Delaware 19890-1600.  On at least 10 Business Days written
notice to the  Holders  of the  Securities,  the  Administrators  may  designate
another principal  office,  which shall be in a state of the United States or in
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  necessary or incidental  thereto.  The Trust shall not borrow
money,  issue debt or reinvest proceeds derived from investments,  pledge any of
its assets,  or otherwise  undertake (or permit to be  undertaken)  any activity
that would cause the Trust not to be classified for United States federal income
tax purposes as a grantor trust.

         Section 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
in accordance with its powers shall  constitute the act of and serve to bind the
Trust.  In dealing  with the Trustees  acting on behalf of the Trust,  no Person
shall be  required to inquire  into the  authority  of the  Trustees to bind the
Trust.  Persons dealing with the Trust are entitled to rely  conclusively on the
power  and  authority  of the  Trustees  as set forth in this  Declaration.  The
Administrators  shall have only those  ministerial  duties set forth herein with
respect to  accomplishing  the  purposes of the Trust and are not intended to be
trustees  or  fiduciaries  with  respect  to  the  Trust  or  the  Holders.  The
Institutional Trustee shall have the right, but shall not be obligated except as
provided in Section 2.6, to perform those duties assigned to the Administrators.

         Section 2.5.  Title to  Property of the Trust. Except  as  provided  in
                        ------------------------------
Section  2.8 with  respect  to the  Debentures  and the  Property  Account or as
otherwise  provided in this Declaration,  legal title to all assets of the Trust
shall be vested in the Trust. The Holders shall not have legal title to any part
of the assets of the Trust, but shall have an undivided  beneficial  interest in
the assets of the Trust.

         Section 2.6.   Powers    and   Duties   of   the   Trustees   and   the
                        --------------------------------------------------------
Administrators.
--------------

         (a)      The  Trustees and the Administrators shall conduct the affairs
of the Trust in accordance  with the terms of this  Declaration.  Subject to the
limitations  set forth in paragraph (b) of this Section,  and in accordance with
the following provisions (i) and (ii), the Trustees and the Administrators shall
have the authority to enter into all transactions  and agreements  determined by
the Institutional Trustee 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 and  authority
         to act on  behalf of the Trust with respect  to the  following matters:

                        (A) the issuance and sale of the Securities;

                        (B) to cause  the Trust to enter  into,  and to  execute
                  and deliver 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;

                        (C) ensuring   compliance   with   the  Securities  Act,
                  applicable state securities or blue sky laws;
<PAGE>

                        (D) 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;

                        (E) the  consent to the  appointment  of a Paying Agent,
                  Transfer   Agent   and  Registrar  in  accordance   with  this
                  Declaration,   which  consent  shall   not   be   unreasonably
                  withheld or delayed;

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

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

                        (H) 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;

                        (I) 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  for the  benefit  of  the  Holders
                  (without  consideration  of the effect of  any such  action on
                  any particular Holder);

                        (J) 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;
                  and

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

                  (ii)  As among  the Trustees  and  the   Administrators,   the
         Institutional  Trustee  shall have the power, duty and authority 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;

                        (I) after  any  Event  of  Default  (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); and


<PAGE>

                        (J) to  take all action  that may be  necessary  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.

                  (iii)     The Institutional Trustee shall have the  power  and
         authority  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)(D), (E) and (F) herein  but shall not have a
         duty to do any  such  act  unless  specifically  requested  to do so in
         writing by the  Sponsor,  and  shall then be fully  protected in acting
         pursuant  to such  written  request;  and in the  event of a  conflict
         between  the  action  of  the  Administrators  and  the  action  of the
         Institutional  Trustee, the action  of the Institutional  Trustee shall
         prevail.

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

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

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

                  (ii)      the determination of the  States in  which  to  take
         appropriate action to  qualify or register  for sale all or part of the
         Capital  Securities  and  the  determination of  any and all such acts,
         other than actions which  must be taken by or on  behalf of the  Trust,
         and the  advice to the  Administrators  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;

                  (iii)     the  negotiation  of the terms of, and the execution
         and delivery of, the Placement Agreement providing  for the sale of the
         Capital Securities; and

                  (iv)      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 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  the  Trust  will  not (i) be  deemed  to be an
Investment  Company required to be registered under the Investment  Company Act,
and (ii) fail to be  classified as a "grantor  trust" for United States  federal
income tax  purposes.  The  Administrators  and the  Holders  of a  Majority  in
liquidation   amount  of  the  Common  Securities  shall  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 this
connection,  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, the Certificate of Trust or this Declaration,
as amended from time to time, that each of the Administrators and the Holders of
a Majority in liquidation  amount of the Common  Securities  determines in their
discretion to be necessary or desirable for such purposes.
<PAGE>

         (e)      All expenses incurred by the  Administrators  or  the Trustees
pursuant  to this  Section  2.6  shall be  reimbursed  by the  Sponsor,  and the
Trustees and the  Administrators  shall have no obligations with respect to such
expenses  (for  purposes  of   clarification,   this  Section  2.6(e)  does  not
contemplate  the payment by the Sponsor of acceptance  or annual  administration
fees owing to the Trustees  under this  Declaration  or the fees and expenses of
the  Trustees'  counsel  in  connection  with the  closing  of the  transactions
contemplated by this Declaration).

         (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 and the Administrators 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
                        --------------------------------------------------------
Institutional Trustee.
---------------------

         (a)      The Trust shall not, and the Institutional Trustee 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 shall cause the Trust not to:

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

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

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

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

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

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

                  (vii)     carry on any "trade or  business" as that phrase  is
         used in the Code; or

                  (viii)    other   than  as  provided   in   this   Declaration
         (including   Annex I),  (A)  direct  the  time,  method  and  place  of
         exercising  any  trust or power  conferred  upon the Debenture  Trustee
         with respect to  the  Debentures,  (B) waive  any  past default that is
         waivable  under  the  Indenture,  (C) exercise any right to  rescind or
         annul any declaration that the principal of all the Debentures shall be
         due and payable,  or  (D)  consent to any  amendment,  modification  or
         termination  of the  Indenture  or the  Debentures  where such  consent
         shall  be  required unless  the Trust  shall  have  received  a written
         opinion of counsel to  the effect that such modification 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 and the Holders of the  Securities.  The right,  title and interest of
the  Institutional  Trustee to the Debentures  shall vest  automatically in each
Person who may  hereafter be appointed as  Institutional  Trustee in  accordance
with Section 4.5. Such vesting and cessation of title shall be effective whether
or not  conveyancing  documents with regard to the Debentures have been executed
and delivered.
<PAGE>

         (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 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,  or cause the
         Paying  Agent   to  make  payments,  to  the  Holders  of  the  Capital
         Securities   and  Holders of the Common  Securities  from the  Property
         Account  in accordance with Section 5.1. Funds in the Property  Account
         shall be  held  uninvested  until  disbursed  in  accordance  with this
         Declaration;

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

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

         (d)      The Institutional Trustee 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  which  arises out of or in
connection  with an  Event of  Default  of which a  Responsible  Officer  of the
Institutional  Trustee has actual  knowledge or arises out of the  Institutional
Trustee's duties and obligations under this Declaration; provided, however, that
                                                         --------  -------
if an Event  of  Default  has  occurred  and is  continuing  and  such  event is
attributable to the failure of the Debenture Issuer to pay interest or principal
on the  Debentures on the date such  interest or principal is otherwise  payable
(or in the case of  redemption,  on the redemption  date),  then a Holder of the
Capital  Securities  may directly  institute a  proceeding  for  enforcement  of
payment to such Holder of the principal of or interest on the Debentures  having
a principal  amount  equal to the  aggregate  liquidation  amount of the 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 no Holder of the Common Securities may exercise
        --------   -------
such right of  subrogation  so long as an Event of Default  with  respect to the
Capital Securities has occurred and is continuing.

         (e)      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; or

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

         (f)      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.

         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
                        --------------------------------------------------------
Administrators.
--------------

         (a)      The Institutional Trustee,  before the occurrence of any Event
of Default  and after the curing or waiving of all such  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 has occurred  (that has not been cured or waived  pursuant to Section
6.7),  the  Institutional  Trustee shall  exercise such of the rights and powers
vested in it by this  Declaration,  and use the same degree of care and skill in
their   exercise,   as  a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of his or her own affairs.

         (b)      The duties and responsibilities   of  the   Trustees  and  the
Administrators  shall be as provided by this  Declaration.  Notwithstanding  the
foregoing,  no  provision  of this  Declaration  shall  require  any  Trustee or
Administrator to expend or risk their own funds or otherwise incur any financial
liability  in the  performance  of  any of  their  duties  hereunder,  or in the
exercise of any of their rights or powers if it shall have reasonable grounds to
believe that repayment of such funds or adequate protection against such risk of
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
Administrators  shall be subject to the  provisions of this Article.  Nothing in
this  Declaration  shall be construed to relieve an  Administrator  or a Trustee
from liability for its own negligent  act, its own negligent  failure to act, or
its own willful  misconduct.  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 such Administrator shall not be liable to the Trust or
to any Holder for such Trustee's or such  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 Trustee  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.

         (d)      The Institutional Trustee shall not be liable for its own acts
or omissions  hereunder except as a result of its own negligent action,  its own
negligent failure to act, or its own willful misconduct, except that:

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

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

                  (iii)     the  Institutional  Trustee's sole duty with respect
         to the custody, safekeeping 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 fiduciary accounts generally,  subject to the  protections  and
         limitations on  liability  afforded to the Institutional  Trustee under
         this Declaration;


<PAGE>

                  (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, 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 written instructions 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  shall be instructed in
writing, in which event the Institutional Trustee shall have no liability except
for its own negligence or willful misconduct;

         (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 request and  conclusively  rely upon an Officers'  Certificate as to factual
matters which, upon receipt of such request,  shall be promptly delivered by the
Sponsor or the Administrators;

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

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

         (g)      the  Institutional  Trustee  shall  be  under no obligation to
exercise  any of the rights or powers  vested in it by this  Declaration  at the
request or direction of any of the Holders pursuant to this Declaration,  unless
such  Holders  shall  have  offered to the  Institutional  Trustee  security  or
indemnity  reasonably  satisfactory  to  it  against  the  costs,  expenses  and
liabilities  which might be incurred by it in  compliance  with such  request or
direction;  provided,  that nothing  contained in this Section  2.10(g) shall be
taken to relieve the Institutional Trustee,  subject to Section 2.9(b), upon the
occurrence of an Event of Default (that has not been cured or waived pursuant to
Section  6.7),  to 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;


<PAGE>

         (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
Capital  Securities  which  instructions may only be given by the Holders of the
same  proportion  in  liquidation  amount of the Capital  Securities as would be
entitled  to direct the  Institutional  Trustee  under the terms of 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
obtains actual  knowledge of such event or the  Institutional  Trustee  receives
written  notice of such  event from any  Holder,  the  Sponsor or the  Debenture
Trustee;

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

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

         Section 2.11.  Delaware Trustee. Notwithstanding any other provision of
                        ----------------
this  Declaration  other  than  Section 4.1, 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 4.1, 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 on behalf of the
Trust any documents that the Trustees or the Administrators, as the case may be,
have the power and authority to execute pursuant to Section 2.6.
<PAGE>

         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  earlier dissolved
                        -----------------
pursuant to the  provisions of Article VII hereof,  shall be in existence for 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  body,  except  as
described  in  Section  2.15(b)  and (c)  and  except  in  connection  with  the
liquidation  of the Trust and the  distribution  of the Debentures to Holders of
Securities  pursuant to Section  7.1(a)(iv) of the  Declaration  or Section 4 of
Annex I.

         (b)      The Trust may,  with the consent of the Institutional  Trustee
and without the consent of the Holders of the Capital  Securities,  consolidate,
amalgamate,  merge with or into,  or be  replaced by a trust  organized  as such
under the laws of any state; provided that:

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

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

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

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

                  (iii)     such   merger,   consolidation,   amalgamation    or
         replacement  does  not adversely  affect  the rights,  preferences  and
         privileges  of  the Holders of the Securities  (including any Successor
         Securities) in any material respect;

                  (iv)      the    Institutional   Trustee   receives    written
         confirmation  from   Moody's  Investor  Services,  Inc. and  any  other
         nationally  recognized    statistical  rating  organization  that rates
         securities issued by the initial  purchaser of  the  Capital Securities
         that it will not reduce or withdraw  the rating of any such  securities
         because  of  such  merger,  conversion, consolidation,  amalgamation or
         replacement;

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

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

                           (A) such  merger,   consolidation,   amalgamation  or
                  replacement   does    not   adversely   affect   the   rights,
                  preferences  and   privileges of the Holders of the Securities
                  (including   any  Successor   Securities)   in   any  material
                  respect;

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


<PAGE>

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

                  (vii)        the Sponsor  guarantees  the  obligations of such
         Successor Entity under the Successor  Securities at least to the extent
         provided by the Guarantee;

                  (viii)       the Sponsor owns 100% of the common securities of
         any Successor Entity; and

                  (ix)         prior    to    such    merger,     consolidation,
         amalgamation  or replacement,  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 under this
         Section  2.15(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  aggregate  liquidation  amount of the
Securities,  consolidate,  amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate,  amalgamate,  merge with
or  into,  or  replace  it  if  such  consolidation,   amalgamation,  merger  or
replacement  would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes.

                                   ARTICLE III

                                     SPONSOR

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

         Section 3.2.   Responsibilities  of the Sponsor. In connection with the
                        --------------------------------
issue and sale of the Capital  Securities,  the Sponsor shall have the exclusive
right and  responsibility  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 the Trust or to qualify or register  for sale all or part of the Capital
Securities  and to do any and all such acts,  other than  actions  which must be
taken by the Trust,  and advise the Trust of actions it must take,  and  prepare
for execution and filing any documents to be executed and filed by the Trust, as
the Sponsor deems  necessary or advisable in order to comply with the applicable
laws of any such States,  to protect the limited liability of the Holders of the
Capital  Securities  or to enable the Trust to effect the  purposes for which it
was created; and

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

         Section 3.3.   Expenses.  In  connection  with  the  offering, sale and
                        --------
issuance of the  Debentures to the Trust and in connection  with the sale of the
Securities  by the Trust,  the Sponsor,  in its  capacity as  Debenture  Issuer,
shall:

         (a)      pay all reasonable costs and expenses owing  to the  Debenture
Trustee pursuant to Section 6.6 of the Indenture;

         (b)      be responsible  for  and  shall pay all debts and  obligations
(other than with  respect to the  Securities)  and all costs and expenses of the
Trust, the offering,  sale and issuance of the Securities (including fees to the
placement  agents in connection  therewith),  the costs and expenses  (including
reasonable  counsel  fees and  expenses)  of the  Institutional  Trustee and the
Administrators,  the costs and expenses  relating to the operation of the Trust,
including,  without  limitation,  costs and expenses of accountants,  attorneys,
statistical  or  bookkeeping  services,  expenses for printing and engraving and
computing or accounting equipment,  Paying Agents, Registrars,  Transfer Agents,
duplicating,  travel and  telephone  and other  telecommunications  expenses and
costs and expenses incurred in connection with the acquisition,  financing,  and
disposition of Trust assets and the enforcement by the Institutional  Trustee of
the rights of the Holders (for purposes of  clarification,  this Section  3.3(b)
does not  contemplate  the  payment  by the  Sponsor  of  acceptance  or  annual
administration  fees  owing  to the  Trustees  pursuant  to the  services  to be
provided by the Trustees under this  Declaration or the fees and expenses of the
Trustees'   counsel  in  connection   with  the  closing  of  the   transactions
contemplated by this Declaration); and
<PAGE>

         (c)      pay  any and  all taxes (other than United States  withholding
taxes  attributable to the Trust or its assets) and all  liabilities,  costs and
expenses with respect to such taxes of the Trust.

         The  Sponsor's  obligations  under  this  Section  3.3 shall be for the
benefit  of,  and shall be  enforceable  by,  any  Person  to whom  such  debts,
obligations,  costs,  expenses and taxes are owed (a "Creditor")  whether or not
such  Creditor has received  notice  hereof.  Any such  Creditor may enforce the
Sponsor's  obligations  under this Section 3.3 directly  against the Sponsor and
the  Sponsor  irrevocably  waives any right or remedy to  require  that any such
Creditor take any action against the Trust or any other Person before proceeding
against the Sponsor. The Sponsor agrees to execute such additional agreements as
may be necessary or desirable in order to give full effect to the  provisions of
this Section 3.3.

         Section 3.4.   Right to Proceed. The Sponsor acknowledges the rights of
                        ----------------
Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.

                                   ARTICLE IV

                    INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

         Section 4.1.   Number  of  Trustees.  The   number  of  Trustees  shall
                        --------------------
initially 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; Eligibility.
                        -----------------------------

         (a)      If  required  by  the  Statutory  Trust  Act, one Trustee (the
"Delaware Trustee") shall be:

                  (i)       a natural  person  at least 21 years of age who is a
         resident of the State of Delaware; or

                  (ii)      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.

         (b)      The   initial  Delaware  Trustee  shall  be  Wilmington  Trust
Company.

         Section 4.3.   Institutional Trustee; Eligibility.
                        ----------------------------------

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

                  (i)       not be an Affiliate of the Sponsor;

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

                  (iii)     be a banking corporation or trust company  organized
         and doing  business  under the laws of the United States of  America or
         any   state thereof or the District of Columbia,  authorized under such
         laws to exercise  corporate trust powers, having a combined capital and
         surplus  of  at least 50 million  U.S.  dollars  ($50,000,000.00),  and
         subject to  supervision or examination by Federal,  state,  or District
         of  Columbia  authority.  If  such  corporation  publishes  reports  of
         condition at least annually, pursuant  to law or to the requirements of
         the supervising or examining  authority referred to above, then for the
         purposes of this Section 4.3(a)(iii), the  combined capital and surplus
         of such  corporation  shall be deemed to  be its  combined  capital and
         surplus  as set  forth  in its  most  recent  report  of  condition  so
         published.
<PAGE>

         (b)      If  at  any  time  the Institutional Trustee shall cease to be
eligible  to so act  under  Section  4.3(a),  the  Institutional  Trustee  shall
immediately resign in the manner and with the effect set forth in Section 4.5.

         (c)      If  the  Institutional  Trustee  has  or  shall  acquire   any
"conflicting  interest"  within  the  meaning  of  Section  310(b)  of the Trust
Indenture  Act of 1939,  as amended,  the  Institutional  Trustee  shall  either
eliminate such interest or resign,  to the extent and in the manner provided by,
and subject to this Declaration.

         (d)       The  initial Institutional Trustee shall be Wilmington  Trust
Company.

         Section 4.4.   Administrators. Each  Administrator  shall  be  a   U.S.
                        --------------
Person, 21 years of age or older and authorized to bind the Sponsor. The initial
Administrators  shall be  Terrance  M.  McCarthy,  Peter D.  Wimmer  and Lisa K.
Vansickle. 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.

         Section 4.5.   Appointment,  Removal and  Resignation  of Trustees  and
                        --------------------------------------------------------
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 4.5.

         (b)      Subject to Section  4.5(a),  a Relevant  Trustee may resign at
any time by giving  written  notice thereof to the Holders of the Securities and
by  appointing  a  successor  Relevant  Trustee.  Upon  the  resignation  of the
Institutional  Trustee,  the Institutional  Trustee shall appoint a successor by
requesting  from at least three  Persons  meeting the  eligibility  requirements
their expenses and charges to serve as the successor  Institutional Trustee on a
form provided by the Administrators,  and selecting the Person who agrees to the
lowest  expense and charges  (the  "Successor  Institutional  Trustee").  If the
instrument  of acceptance by the  successor  Relevant  Trustee  required by this
Section 4.5 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 4.5.

         (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
4.5.  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 4.5. 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  4.5 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.
<PAGE>

         (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  following  the  procedures in this Section 4.5 (with the
successor  being a  Person  who  satisfies  the  eligibility  requirement  for a
Delaware  Trustee  set  forth  in this  Declaration)  (the  "Successor  Delaware
Trustee").

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

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

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

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

         Section 4.6.   Vacancies  Among  Trustees.  If a Trustee ceases to hold
                        --------------------------
office for any reason and the number of  Trustees  is not  reduced  pursuant  to
Section 4.1, a vacancy  shall occur.  A resolution  certifying  the existence of
such  vacancy by the  Trustees or, if there are more than two, a majority of the
Trustees,  shall be conclusive  evidence of the  existence of such vacancy.  The
vacancy shall be filled with a Trustee appointed in accordance with Section 4.5.

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

         Section 4.8.   Meetings   of  the  Trustees  and  the   Administrators.
                        -------------------------------------------------------
Meetings of the Administrators  shall be held from time to time upon the call of
an Administrator.  Regular meetings of the  Administrators may be held in person
in the United States or by telephone,  at a place (if applicable) and time fixed
by resolution  of the  Administrators.  Notice of any in-person  meetings of the

<PAGE>

Trustees with the Administrators or meetings of 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 with the  Administrators or meetings of
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  the  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  grounds  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 a Quorum is present, or without a meeting by the unanimous written
consent of the Trustees or the Administrators.  Meetings of the Trustees and the
Administrators  together  shall be held  from  time to time upon the call of any
Trustee or an Administrator.

         Section 4.9.   Delegation of Power.
                        -------------------

         (a)      Any Administrator 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
contemplated in Section 2.6; and

         (b)      the  Administrators  shall have power to delegate from time to
time to such of their number the doing of such things and the  execution of such
instruments  either in the name of the Trust or the names of the  Administrators
or  otherwise  as the  Administrators  may deem  expedient,  to the extent  such
delegation is not  prohibited by applicable law or contrary to the provisions of
the Trust, as set forth herein.

         Section 4.10.  Conversion, Consolidation or Succession to Business. Any
                        ---------------------------------------------------
Person  into which the  Institutional  Trustee or the  Delaware  Trustee  may be
merged  or  converted  or  with  which  it may be  consolidated,  or any  Person
resulting   from  any  merger,   conversion  or   consolidation   to  which  the
Institutional  Trustee or the Delaware  Trustee 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  shall be the  successor of the
Institutional  Trustee or the Delaware Trustee  hereunder,  provided such Person
shall be  otherwise  qualified  and eligible  under this Article and,  provided,
                                                                       --------
further,  that such Person shall file an amendment to the  Certificate  of Trust
-------
with the Secretary of State of the State of Delaware as  contemplated in Section
4.5(i).

                                    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  or any
principal on the Debentures held by the Institutional Trustee, the Institutional
Trustee  shall and is  directed,  to the  extent  funds are  available  for that
purpose, to make a distribution (a "Distribution") of such amounts to Holders.

                                   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   substantially  in  the  form  of  Exhibit  A-1
representing  undivided  beneficial  interests in the assets of the Trust having
such  terms as are set  forth in Annex I and one  series  of  common  securities
representing  undivided  beneficial  interests in the assets of the Trust having
such terms as are set forth in Annex I. 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 to, 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 as set forth in Annex I.

         (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,  and any  Certificate may be signed on
behalf of the Trust by such persons who, at the actual date of execution of such
Security,  shall be 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
facsimile or 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.

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

         (d)      Upon   issuance   of  the  Securities  as  provided  in   this
Declaration,  the  Securities  so issued  shall be deemed to be validly  issued,
fully paid and,  except as provided in Section 9.1(b) with respect to the Common
Securities, non-assessable.

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

         Section 6.2.   Paying Agent,  Transfer Agent and  Registrar.  The Trust
                        --------------------------------------------
shall  maintain in Wilmington,  Delaware,  an office or agency where the Capital
Securities  may be  presented  for payment  ("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,
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 or 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.  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.  The  Institutional  Trustee or any of its Affiliates in the
United States may act as Paying Agent, Transfer Agent or Registrar.

         Section 6.3.   Form  and  Dating.   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 Securities may have letters, numbers,  notations or other
marks of identification or designation and such legends or endorsements required
by law, stock exchange rule, agreements to which the Trust is subject if any, or
usage  (provided  that any such  notation,  legend or  endorsement  is in a form
acceptable  to the  Sponsor).  The Trust at the  direction of the Sponsor  shall
furnish  any such  legend  not  contained  in Exhibit  A-1 to the  Institutional
Trustee in writing.  Each Capital  Security shall be dated on or before 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 $100,000.00 and any
multiple of $1,000.00 in excess thereof.
<PAGE>

         The Capital Securities are being offered and sold by the Trust pursuant
to the Placement  Agreement in definitive,  registered  form without coupons and
with the Restricted Securities Legend.

         Section 6.4.   Mutilated, Destroyed, Lost or Stolen Certificates.
                        -------------------------------------------------
         If:

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

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

then, in the absence of notice that such Certificate shall have been acquired by
a protected  purchaser,  an  Administrator  on behalf of the Trust shall execute
(and in the case of a Capital Security  Certificate,  the Institutional  Trustee
shall  authenticate)  and  deliver,  in  exchange  for or in  lieu  of any  such
mutilated,  destroyed,  lost or stolen  Certificate,  a new  Certificate of like
denomination.  In connection with the issuance of any new Certificate under this
Section 6.4, the  Registrar or the  Administrators  may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection  therewith.  Any  duplicate  Certificate  issued  pursuant to this
Section shall  constitute  conclusive  evidence of an ownership  interest in the
relevant Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

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

         Section 6.6.   Cancellation. The Administrators at any time may deliver
                        ------------
Securities to the 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 as the  Administrators  direct.  The Administrators may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Institutional Trustee for cancellation.

         Section 6.7.   Rights of Holders; Waivers of Past Defaults.
                        -------------------------------------------

         (a)      The legal title to the Trust  Property  is vested  exclusively
in the  Institutional  Trustee  (in its  capacity  as such) in  accordance  with
Section 2.5,  and the Holders  shall not have any right or title  therein  other
than the undivided  beneficial  interest in the assets of the Trust conferred by
their  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
preemptive or similar rights.

         (b)      For so long as any Capital Securities remain  outstanding,  if
upon an  Acceleration  Event of  Default,  the  Debenture  Trustee  fails or the
holders of not less than 25% in principal  amount of the outstanding  Debentures
fail to declare the principal of all of the Debentures to be immediately due and
payable,  the  Holders  of 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.

         At any time after a  declaration  of  acceleration  with respect to 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 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 Debenture Issuer 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   Additional  Interest  on  all of the
                  Debentures,

                        (C) the   principal  of (and  premium,  if any,  on) any
                  Debentures  that  have  become  due  otherwise  than  by  such
                  declaration   of  acceleration  and  interest  and  Additional
                  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,
                  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 the
         Debentures  that has become due solely by such acceleration,  have been
         cured or waived as provided in Section 5.7 of the Indenture.

         The Holders of at least a Majority in liquidation amount of the Capital
Securities  may, on behalf of the Holders of all the Capital  Securities,  waive
any past default under the Indenture or any Indenture Event of Default, except a
default or Indenture Event of Default in the payment of principal or interest on
the Debentures (unless such default or Indenture 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  under the  Indenture or an Indenture  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.

         Upon receipt by the  Institutional  Trustee of written notice declaring
such an  acceleration,  or rescission and annulment  thereof,  by Holders of any
part  of the  Capital  Securities,  a  record  date  shall  be  established  for
determining  Holders of outstanding  Capital Securities entitled to join in such
notice,  which  record  date  shall be at the close of  business  on the day the
Institutional  Trustee receives such notice. The Holders on such record date, or
their duly designated proxies, and only such Persons,  shall be entitled to join
in such notice,  whether or not such Holders  remain  Holders  after such record
date; provided, that unless such declaration of acceleration,  or rescission and
      --------
annulment,  as the case may be,  shall have  become  effective  by virtue of the
requisite  percentage  having  joined in such notice prior to the day that is 90
days after such record date,  such notice of  declaration  of  acceleration,  or
rescission and annulment,  as the case may be, shall  automatically  and without
further  action by any Holder be canceled and of no further  effect.  Nothing in
this  paragraph  shall  prevent a Holder,  or a proxy of a Holder,  from giving,
after  expiration of such 90-day period,  a new written notice of declaration of
acceleration,  or rescission and annulment thereof,  as the case may be, that is
identical to a written notice that has been canceled  pursuant to the proviso to
the preceding  sentence,  in which event a new record date shall be  established
pursuant to the provisions of this Section 6.7.

         (c)      Except as otherwise provided in paragraphs (a) and (b) of this
Section  6.7,  the Holders of at least a Majority in  liquidation  amount of the
Capital Securities may, on behalf of the Holders of all the Capital  Securities,
waive any past  default  or Event of  Default  and its  consequences.  Upon such
waiver,  any such  default or Event of  Default  shall  cease to exist,  and any
default  or Event of  Default  arising  therefrom  shall be  deemed to have been
cured, for every purpose of this Declaration, but no such waiver shall extend to
any  subsequent  or other  default  or Event of  Default  or  impair  any  right
consequent thereon.

                                  ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

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

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

                  (i)       unless earlier dissolved, on December 15,  2042, the
         expiration of the term of the Trust;
<PAGE>

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

                  (iii)     upon the filing of a certificate of  dissolution  or
         its  equivalent  with respect  to the Sponsor (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)
         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)      upon  the  distribution  of  the  Debentures  to the
         Holders of  the Securities, upon exercise of the right of the Holder of
         all of the  outstanding  Common  Securities  to dissolve  the  Trust as
         provided in Annex I hereto;

                  (v)       upon the entry of a decree of  judicial  dissolution
         of the 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 of the Statutory
Trust  Act,  and  subject  to the terms set forth in Annex I, the  Institutional
Trustee shall terminate the Trust by filing a certificate of  cancellation  with
the Secretary of State of the State of Delaware.

         (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 8.1(c),  where  Capital  Securities  are
presented  to the  Registrar  or a  co-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 its  requirements  for such  transactions  are met. To
permit  registrations  of transfer 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,  and to the fullest  extent
permitted by applicable  law, the Sponsor shall  maintain 100%  ownership of the
Common  Securities;  provided,  however,  that any  permitted  successor  of the
                     --------   -------
Sponsor, in its capacity as Debenture Issuer, under the Indenture that is a U.S.
Person may succeed to the Sponsor's ownership of the Common Securities.

         (c)      Capital  Securities  may  only  be transferred, in whole or in
part, in accordance with the terms and conditions set forth in this  Declaration
and  in the  terms  of  the  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  of the same  tenor to be issued in the
name of the designated transferee or transferees. 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

<PAGE>

to Section 6.6. A transferee  of a Security  shall be entitled to the rights and
subject  to the  obligations  of a Holder  hereunder  upon the  receipt  by such
transferee of a Security. By acceptance of a Security,  each transferee shall be
deemed to have agreed to be bound by this Declaration.

         (e)      The  Trust  shall  not  be required (i) to issue, register the
transfer of, or exchange any Securities during a period beginning at the opening
of business  fifteen  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,  which shall not be removed  unless there is delivered to the Trust such
satisfactory  evidence,  which may include an opinion of counsel satisfactory 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. 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 legend.

         (b)      Except as permitted by Section 8.2(a),  each  Capital Security
shall bear a legend (the "Restricted  Securities  Legend") in substantially  the
                          ------------------------------
following  form and a  Capital  Security  shall  not be  transferred  except  in
compliance with such legend,  unless otherwise  determined by the Sponsor,  upon
the advice of counsel expert in securities  law, in accordance  with  applicable
law:

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES  ACT"), ANY  STATE SECURITIES LAWS
         OR ANY OTHER APPLICABLE SECURITIES  LAW.  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 AND ANY APPLICABLE  STATE SECURITIES LAWS. THE HOLDER OF
         THIS  SECURITY  BY  ITS  ACCEPTANCE  HEREOF  AGREES TO  OFFER,  SELL OR
         OTHERWISE TRANSFER  THIS SECURITY ONLY (A) TO THE SPONSOR OR THE TRUST,
         (B)  PURSUANT  TO  A  REGISTRATION  STATEMENT  THAT HAS  BEEN  DECLARED
         EFFECTIVE  UNDER  THE  SECURITIES  ACT, (C) TO A PERSON WHOM THE SELLER
         REASONABLY   BELIEVES   IS  A  QUALIFIED   INSTITUTIONAL   BUYER  IN  A
         TRANSACTION  MEETING   THE  REQUIREMENTS  OF RULE  144A SO LONG AS THIS
         SECURITY IS ELIGIBLE   FOR RESALE  PURSUANT TO RULE 144A IN  ACCORDANCE
         WITH RULE 144A, (D) TO  A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
         ACCORDANCE  WITH RULE  903 OR RULE 904 (AS  APPLICABLE) OF REGULATION S
         UNDER  THE  SECURITIES   ACT,  (E)  TO  AN  INSTITUTIONAL   "ACCREDITED
         INVESTOR" WITHIN THE MEANING  OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE
         SECURITIES  ACT THAT IS  ACQUIRING  THIS  CAPITAL  SECURITY FOR ITS OWN
         ACCOUNT,  OR  FOR  THE  ACCOUNT  OF SUCH  AN  INSTITUTIONAL  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 (F) PURSUANT TO ANY OTHER AVAILABLE  EXEMPTION FROM
         THE  REGISTRATION  REQUIREMENTS OF  THE SECURITIES ACT,  SUBJECT TO THE
         SPONSOR'S  AND THE  TRUST'S  RIGHT  PRIOR  TO ANY SUCH  OFFER,  SALE OR
         TRANSFER   TO  REQUIRE   THE   DELIVERY  OF   AN  OPINION  OF  COUNSEL,
         CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY  TO EACH OF THEM IN
         ACCORDANCE  WITH THE  DECLARATION  OF  TRUST,  A  COPY OF WHICH  MAY BE
         OBTAINED FROM THE SPONSOR OR THE  TRUST. HEDGING TRANSACTIONS INVOLVING
         THIS  SECURITY  MAY NOT BE  CONDUCTED  UNLESS  IN  COMPLIANCE  WITH THE
         SECURITIES ACT.

                  THE  HOLDER  OF  THIS  SECURITY  BY ITS ACCEPTANCE HEREOF ALSO
         AGREES,  REPRESENTS  AND  WARRANTS THAT IT  IS NOT AN EMPLOYEE BENEFIT,
         INDIVIDUAL  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 THE SECURITIES  OR  ANY INTEREST THEREIN,
         UNLESS  SUCH PURCHASER   OR HOLDER IS  ELIGIBLE  FOR  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

<PAGE>

         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
         THE   SECURITIES   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.

                  THIS  SECURITY  WILL  BE ISSUED AND MAY BE TRANSFERRED ONLY IN
         BLOCKS  HAVING  A  LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00 (100
         SECURITIES) AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED
         TRANSFER OF  SECURITIES IN  A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS
         THAN $100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
         WHATSOEVER.

                  THE  HOLDER  OF THIS  SECURITY AGREES THAT IT WILL COMPLY WITH
         THE FOREGOING RESTRICTIONS.

         (c)      To permit  registrations of transfers and exchanges, the Trust
shall  execute  and  the  Institutional   Trustee  shall  authenticate   Capital
Securities at the Registrar's request.

         (d)      Registrations  of  transfers  or  exchanges  will  be effected
without  charge,  but only upon payment (with such indemnity as the Registrar or
the Sponsor may require) in respect of any tax or other governmental charge that
may be imposed in relation to it.

         (e)      All   Capital  Securities  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 Capital  Securities  surrendered  upon such  registration  of
transfer or exchange.

         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, INSTITUTIONAL TRUSTEE 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; or

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

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

         (c)      Pursuant   to  the  Statutory  Trust  Act,  the Holders of the
Capital  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.
<PAGE>

         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 shall be liable for any such loss,  damage or
claim  incurred by reason of such  Indemnified  Person's  negligence  or willful
misconduct with respect to such acts or omissions.

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

         Section 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, are agreed by the
parties hereto to replace such other duties and  liabilities of the  Indemnified
Person.

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

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

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

         Section 9.4.   Indemnification.
                        ---------------

         (a)      The Sponsor shall  indemnify,  to the full 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 this Declaration by reason of the fact that he
is  or  was  an  Indemnified  Person  against  expenses  (including   reasonable
attorneys' fees and expenses),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best  interests of the Trust,  and,  with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
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 he reasonably believed to
be in or not opposed to the best  interests of the Trust,  and,  with respect to
any criminal  action or  proceeding,  had  reasonable  cause to believe that his
conduct was unlawful.

         (b)      The Sponsor shall  indemnify,  to the full 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 this Declaration by reason of the fact
that he is or was an Indemnified Person against expenses  (including  reasonable
attorneys'  fees  and  expenses)  actually  and  reasonably  incurred  by him in

<PAGE>

connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Trust;  provided,  however,  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 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 shall deem proper.

         (c)      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 (a) and (b) of this Section
9.4,  or in  defense  of any  claim,  issue  or  matter  therein,  he  shall  be
indemnified,  to the full extent permitted by law,  against expenses  (including
attorneys'  fees  and  expenses)  actually  and  reasonably  incurred  by him in
connection therewith.

         (d)      Any  indemnification of an Administrator  under paragraphs (a)
and (b) of this  Section  9.4 (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
he has met the  applicable  standard of conduct set forth in paragraphs  (a) and
(b). Such  determination  shall be made (i) by the  Administrators by a majority
vote of a Quorum consisting of such  Administrators who were not parties to such
action, suit or proceeding, (ii) 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 (iii) by the Common Security
Holder of the Trust.

         (e)      To the fullest extent permitted by  law,  expenses  (including
reasonable  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  (a) and (b) of this Section 9.4 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 he is not
entitled to be  indemnified  by the Sponsor as  authorized  in this Section 9.4.
Notwithstanding  the  foregoing,  no advance  shall be made by the  Sponsor if a
determination  is reasonably  and promptly made (i) by the  Administrators  by a
majority vote of a Quorum of disinterested Administrators, (ii) 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
(iii) 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 Indemnified  Person 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 his conduct was unlawful.  In
no event  shall any  advance  be made in  instances  where  the  Administrators,
independent  legal counsel or the Common  Security Holder  reasonably  determine
that such Indemnified Person deliberately  breached his duty to the Trust or its
Common or Capital Security Holders.

         (f)      The Trustees,  at  the  sole  cost and expense of the Sponsor,
retain  the right to  representation  by counsel  of their own  choosing  in any
action,  suit or any other  proceeding  for  which  they are  indemnified  under
paragraphs  (a) and (b) of this Section 9.4,  without  affecting  their right to
indemnification  hereunder  or  waiving  any  rights  afforded  to it under this
Declaration or applicable law.

         (g)      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 his 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.

         (h)      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 him and  incurred by him in any such  capacity,  or
arising  out of his status as such,  whether or not the  Sponsor  would have the
power to  indemnify  him against such  liability  under the  provisions  of this
Section 9.4.
<PAGE>

         (i)      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 he would have with
respect to such constituent entity if its separate existence had continued.

         (j)      The indemnification and  advancement of expenses  provided by,
or granted pursuant to, this Section 9.4 shall,  unless otherwise  provided when
authorized  or  ratified,  (i)  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;  and (ii) survive the termination or expiration
of this  Declaration  or the earlier  removal or  resignation  of an Indemnified
Person.

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

         Section 9.6.   Compensation; Fee. The Sponsor agrees:
                        -----------------

         (a)      to pay to the Trustees from time to time such compensation for
all services  rendered by them hereunder as the parties shall agree 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

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

         For purposes of  clarification,  this Section 9.6 does not  contemplate
the payment by the Sponsor of acceptance or annual  administration fees owing to
the Trustees  under this  Declaration  or the fees and expenses of the Trustees'
counsel in connection with the closing of the transactions  contemplated by this
Declaration.

         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.

         No Trustee may claim any lien or charge on any property of the Trust as
a result of any amount due pursuant to this Section 9.6.

                                   ARTICLE X

                                   ACCOUNTING

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

         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
section  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,  at the Sponsor's  expense,  in accordance
with generally accepted accounting  principles,  consistently applied. The books
of account and the records of the Trust shall be examined by and  reported  upon
(either separately or as part of the Sponsor's  regularly prepared  consolidated
financial  report) as of the end of each  Fiscal  Year of the Trust by a firm of
independent certified public accountants selected by the Administrators.

         (b)      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.

         (c)      The  Administrators,  at  the Sponsor's  expense,  shall cause
to be duly prepared at the principal office of the Sponsor in the United States,
as `United  States' is  defined  in  Section  7701(a)(9)  of the Code (or at the
principal office of the Trust if the Sponsor has no such principal office in the
United States), 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.

         Section 10.3.  Banking.  The Trust shall maintain in the United States,
                        -------
as defined for purposes of Treasury Regulations section 301.7701-7,  one or more
bank  accounts  in the name and for the sole  benefit  of the  Trust;  provided,
                                                                       --------
however,  that all  payments of funds in respect of the  Debentures  held by the
-------
Institutional  Trustee  shall be made  directly to the  Property  Account and no
other funds of the Trust shall be deposited in the  Property  Account.  The sole
signatories  for  such  accounts  (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 in the amount
of the withholding to the Holder.  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 (i) by the Institutional  Trustee,  or
(ii) if the  amendment  affects  the  rights,  powers,  duties,  obligations  or
immunities of the Delaware Trustee, by the Delaware Trustee.
<PAGE>

         (b)      Notwithstanding any other provision  of  this  Article  XI, an
amendment  may be made,  and any such  purported  amendment  shall be valid  and
effective only if:

                  (i)       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

                  (ii)      the result of such amendment would not be to

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

                        (B) cause  the  Trust  to be deemed to be an  Investment
                  Company  required  to  be   registered  under  the  Investment
                  Company Act.

         (c)      Except  as  provided  in  Section  11.1(d),   (e) or (h),   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 otherwise adversely affect the amount of any Distribution required
to be made in respect of the  Securities  as of a  specified  date or change any
conversion  or exchange  provisions  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)      Article III  shall  not  be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities.

         (g)      The  rights  of  the Holders of the Capital  Securities  under
Article  IV to appoint  and remove  Trustees  shall not be amended  without  the
consent of the  Holders  of a  Majority  in  liquidation  amount of the  Capital
Securities.

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

                  (i)       cure any ambiguity;

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

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

                  (iv)      modify,  eliminate or add to any  provision  of this
         Declaration  to such  extent as may be  necessary  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  (including without limitation to conform to
         any change in Rule 3a-5, Rule 3a-7 or any other  applicable rule under
         the  Investment  Company Act or written  change in  interpretation  or
         application thereof by any legislative body, court,  government agency
         or  regulatory  authority)  which  amendment  does not have a material
         adverse effect on the rights, preferences or privileges of the Holders
         of Securities;

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

         Section 11.2.  Meetings of the Holders of 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 or the terms
of the  Securities.  The  Administrators  shall call a meeting of the Holders of
such class if directed  to do so by the  Holders of at least 10% in  liquidation
amount of such class of Securities.  Such direction shall be given by delivering
to the  Administrators  one or more calls in a writing  stating that the signing
Holders of the  Securities  wish to call a meeting and indicating the general or
specific  purpose  for which the  meeting  is to be called.  Any  Holders of the
Securities  calling a meeting shall specify in writing the Certificates  held by
the Holders of the  Securities  exercising  the right to call a meeting and only
those Securities  represented by such Certificates shall be counted for purposes
of determining  whether the required percentage set forth in the second sentence
of this paragraph has been met.

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

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

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

                  (iii)     unless the Statutory Trust Act, this Declaration, or
         the terms of the Securities 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 section 301.7701-7).

                                  ARTICLE XII

        REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE

         Section 12.1.  Representations and Warranties of Institutional Trustee.
                        -------------------------------------------------------
The 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:
<PAGE>

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

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

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

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

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

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

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

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

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

         (f)      the Delaware  Trustee is a natural person who is a resident of
the State of Delaware or, if not a natural person, it is an entity which has its
principal  place of  business in the State of Delaware  and, in either  case,  a
Person that  satisfies  for the Trust the  requirements  of Section  3807 of the
Statutory Trust Act.

                                  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:
<PAGE>

         (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 XI
                  c/o First Banks, Inc.
                  600 James S. McDonnell Boulevard
                  Mail Stop - M1-199-014
                  Hazelwood, Missouri  63042
                  Attention:  Lisa K. Vansickle
                  Telecopy:  314-592-6621

         (b)      if  given  to  the Delaware Trustee, at the Delaware Trustee's
mailing  address set forth below (or such other address as the Delaware  Trustee
may give notice of to the Holders of the Securities):

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware  19890-1600
                  Attention:  Corporate Trust Administration
                  Telecopy:  302-636-4140

         (c)      if given to the Institutional Trustee,  at  the  Institutional
Trustee's  mailing  address  set  forth  below  (or such  other  address  as the
Institutional Trustee may give notice of to the Holders of the Securities):

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware  19890-1600
                  Attention:  Corporate Trust Administration
                  Telecopy:  302-636-4140

         (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 Boulevard
                  Mail Stop - M1-199-014
                  Hazelwood, Missouri  63042
                  Attention:  Lisa K. Vansickle
                  Telecopy:  314-592-6621

         (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 of the
                        --------------
parties  hereunder  shall be governed by and  interpreted in accordance with the
law of the State of Delaware  and all rights 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;  provided,  however,
                                                             --------   -------
that  there  shall  not be  applicable  to  the  Trust,  the  Trustees  or  this
Declaration  any  provision  of the laws  (statutory  or common) of the State of
Delaware  pertaining  to  trusts  that  relate  to  or  regulate,  in  a  manner
inconsistent with the terms hereof (a) the filing with any court or governmental
body or agency of trustee accounts or schedules of trustee fees and charges, (b)
affirmative  requirements  to post  bonds  for  trustees,  officers,  agents  or
employees  of  a  trust,   (c)  the  necessity  for  obtaining  court  or  other
governmental approval concerning the acquisition, holding or disposition of real
or personal  property,  (d) fees or other sums  payable to  trustees,  officers,
agents or employees of a trust,  (e) the allocation of receipts and expenditures
to income or principal,  or (f)  restrictions  or limitations on the permissible
nature, amount or concentration of trust investments or requirements relating to
the titling, storage or other manner of holding or investing trust assets.

         Section 13.3.  Intention  of the Parties.  It  is the  intention of the
                        -------------------------
parties hereto that the Trust be classified for United States federal income tax
purposes  as a  grantor  trust.  The  provisions  of this  Declaration  shall be
interpreted to further this intention of the parties.
<PAGE>

         Section 13.4.  Headings.  Headings  contained in this  Declaration  are
                        --------
inserted for convenience of reference only and do not affect the  interpretation
of this Declaration or any provision hereof.

         Section 13.5.  Successors and Assigns. Whenever in this Declaration any
                        ----------------------
of the parties  hereto is named or referred  to, the  successors  and assigns of
such party shall be deemed to be included,  and all covenants and  agreements in
this  Declaration  by the Sponsor and the  Trustees  shall bind and inure to the
benefit of their respective successors and assigns, whether or not so expressed.

         Section 13.6.  Partial  Enforceability.   If  any  provision  of   this
                        -----------------------
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration,  or the application of
such provision to persons or circumstances  other than those to which it is held
invalid, shall not be affected thereby.

         Section 13.7.  Counterparts. This Declaration may contain more than one
                        ------------
counterpart  of the signature page and this  Declaration  may be executed by the
affixing of the signature of each of the Trustees 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.

                     Signatures appear on the following page



<PAGE>


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

                                  WILMINGTON TRUST COMPANY,
                                  as Delaware Trustee


                                  By:  /s/     Christopher J. Slaybaugh
                                     -----------------------------------------
                                        Name:  Christopher J. Slaybaugh
                                        Title: Senior Financial Services Officer


                                  WILMINGTON TRUST COMPANY,
                                  as Institutional Trustee


                                  By:  /s/     Christopher J. Slaybaugh
                                     -----------------------------------------
                                        Name:  Christopher J. Slaybaugh
                                        Title: Senior Financial Services Officer


                                  FIRST BANKS, INC., as Sponsor


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

                                  ADMINISTRATORS OF FIRST BANK STATUTORY
                                  TRUST XI


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


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


                                   By: /s/  Terrance M. McCarthy
                                      ----------------------------------------
                                            Administrator



<PAGE>

                                     ANNEX I

                               TERMS OF SECURITIES

        Pursuant  to Section  6.1 of the Amended  and  Restated  Declaration  of
Trust,  dated as of  September  28,  2007 (as  amended  from  time to time,  the
"Declaration"), the designation, rights, privileges,  restrictions,  preferences
and  other  terms  and  provisions  of the  Capital  Securities  and the  Common
Securities are set out below (each  capitalized term used but not defined herein
has the meaning set forth in the Declaration):

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

                (a)     10,000 Floating Rate Capital  Securities of  First  Bank
Statutory Trust XI (the "Trust"),  with an aggregate stated  liquidation  amount
with respect to the assets of the Trust of ten million dollars  ($10,000,000.00)
and a stated  liquidation  amount  with  respect  to the  assets of the Trust of
$1,000.00  per  Capital  Security,  are hereby  designated  for the  purposes of
identification   only  as  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.

                (b)     310 Floating Rate 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.

        2.      Distributions.

                (a)     Distributions  will be payable on each Security  for the
Distribution  Period beginning on (and including) the date of original  issuance
and ending on (but excluding) the Distribution  Payment Date in December 2007 at
a rate per  annum of  8.08063%  and  shall  bear  interest  for each  successive
Distribution  Period beginning on (and including) the Distribution  Payment Date
in December 2007, and each succeeding  Distribution  Payment Date, and ending on
(but  excluding)  the next  succeeding  Distribution  Payment Date at a rate per
annum equal to the 3-Month LIBOR, determined as described below, plus 2.85% (the
"Coupon Rate"),  applied to the stated  liquidation  amount  thereof,  such rate
 -----------
being  the  rate  of  interest  payable  on the  Debentures  to be  held  by the
Institutional  Trustee.  Distributions  in arrears  will bear  interest  thereon
compounded  quarterly  at  the  applicable  Distribution  Rate  (to  the  extent
permitted by law). Distributions, as used herein, include cash distributions and
any such  compounded  distributions  unless  otherwise  noted. A Distribution is
payable only to the extent that  payments are made in respect of the  Debentures
held by the Institutional  Trustee and to the extent the  Institutional  Trustee
has funds available  therefor.  The amount of the  Distribution  payable for any
Distribution  Period will be calculated by applying the Distribution Rate to the
stated  liquidation  amount  outstanding at the commencement of the Distribution
Period and  multiplying  each such  number by the  actual  number of days in the
Distribution Period concerned divided by 360. All percentages resulting from any
calculations  on the Capital  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)).

                (b)     Distributions on the Securities will be cumulative, will
accrue  from the date of  original  issuance,  and will be  payable,  subject to
extension of  distribution  payment  periods as described  herein,  quarterly in
arrears on March 15, June 15,  September 15 and December 15 of each year,  or if
such day is not a Business  Day, then the next  succeeding  Business Day (each a
"Distribution  Payment Date") (it being understood that interest accrues for any
 --------------------------
such non-Business Day),  commencing on the Distribution Payment Date in December
2007 when, as and if available for payment.  The Debenture  Issuer has the right
under the Indenture to defer payments of interest on the Debentures,  so long as
no  Acceleration  Event of Default has occurred and is continuing,  by extending
the payment period on the Debentures for up to 20 consecutive  quarterly periods
(each an "Extension  Period") at any time and from time to time,  subject to the
          -----------------
conditions  described below,  during which Extension Period no interest shall be
due and payable.  During any Extension Period,  interest will continue to accrue
on the  Debentures,  and  interest on such  accrued  interest  will accrue at an
annual  rate equal to the  Distribution  Rate in effect for each such  Extension
Period, compounded quarterly from the date such interest would have been payable
were it not for the  Extension  Period,  to the  extent  permitted  by law (such
interest referred to herein as "Additional Interest").  No Extension Period  may


<PAGE>

end on a date other than a  Distribution  Payment  Date.  At the end of any such
Extension  Period,  the Debenture Issuer shall pay all interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon);  provided,
                                                                       --------
however,  that no  Extension  Period may extend  beyond  the  Maturity  Date and
-------
provided further,  however, that during any such Extension Period, the Debenture
-------- -------   -------
Issuer  and its  Affiliates  shall  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 or its Affiliates'  capital stock
(other than payments of dividends or  distributions  to the Debenture  Issuer or
payments of  dividends  from direct or indirect  subsidiaries  of the  Debenture
Issuer to their  parent  corporations,  which also  shall be direct or  indirect
subsidiaries  of the  Debenture  Issuer)  or make any  guarantee  payments  with
respect to the  foregoing,  or (ii) make any payment of principal of or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the
Debenture  Issuer or any Affiliate  that rank pari passu in all respects with or
junior in interest to the  Debentures  (other than,  with respect to clauses (i)
and (ii) above, (a) repurchases,  redemptions or other acquisitions of shares of
capital  stock  of the  Debenture  Issuer  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, in connection with a
dividend  reinvestment or stockholder  stock purchase plan or in connection with
the issuance of capital stock of the Debenture Issuer (or securities convertible
into or exercisable for such capital stock) as  consideration  in an acquisition
transaction  entered into prior to the  applicable  Extension  Period,  (b) as a
result of any  exchange or  conversion  of any class or series of the  Debenture
Issuer's  capital  stock (or any capital  stock of a subsidiary of the Debenture
Issuer) for any class or series of the  Debenture  Issuer's  capital stock or of
any class or  series of the  Debenture  Issuer's  indebtedness  for any class or
series of the Debenture  Issuer's  capital stock, (c) the purchase of fractional
interests in shares of the  Debenture  Issuer's  capital  stock  pursuant to the
conversion or exchange  provisions  of such capital stock or the security  being
converted or exchanged, (d) any declaration of a dividend in connection with any
stockholders'  rights plan, or the issuance of rights,  stock or other  property
under any  stockholders'  rights plan, or the redemption or repurchase of rights
pursuant thereto,  (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 and any
cash payments in lieu of fractional shares issued in connection  therewith,  (f)
payments  of  principal  or  interest  on debt  securities  or  payments of cash
dividends or  distributions  on any capital stock issued by an Affiliate that is
not,  in  whole  or in  part,  a  subsidiary  of the  Debenture  Issuer  (or any
redemptions,  repurchases or liquidation  payments on such stock or securities),
or  (g)  payments  under  the  Capital  Securities  Guarantee).   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 accrued  and unpaid  interest  and
Additional  Interest,  the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements.  No interest or Additional Interest shall
be due and payable during an Extension  Period,  except at the end thereof,  but
each  installment  of interest  that would  otherwise  have been due and payable
during  such  Extension  Period  shall  bear  Additional  Interest.  During  any
Extension Period, Distributions on the Securities shall be deferred for a period
equal to the Extension Period. 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  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.

                (c)     Distributions on the Securities will be payable  to  the
Holders  thereof  as they  appear on the books and  records  of the Trust on the
relevant  record dates.  The relevant  record dates shall be fifteen 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.

                (d)     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.
<PAGE>

        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 $1,000.00  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 Distribution 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 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 Special Event),  subject to the receipt by the Debenture  Issuer
of prior approval from the Board of Governors of the Federal Reserve System,  or
its designated  district bank, as applicable,  and any successor  federal agency
that is primarily  responsible for regulating the activities of the Sponsor (the
"Federal Reserve"), if the Sponsor is a bank holding company, or from the Office
 ---------------
of  Thrift  Supervision  and any  successor  federal  agency  that is  primarily
responsible for regulating the activities of Sponsor, (the "OTS") if the Sponsor
                                                            ---
is a savings and loan holding  company,  in either case if then  required  under
applicable  capital  guidelines  or policies  of the Federal  Reserve or OTS, as
applicable,  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.

        If a Liquidation  of the Trust occurs as described in clause (i),  (ii),
(iii) or (v) in Section 7.1(a) of the Declaration, the Trust shall be liquidated
by the Institutional Trustee as expeditiously as it determines to be possible by
distributing,  after  satisfaction  of liabilities to creditors of the Trust, 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 of 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  Section  7.1(a) of the  Declaration  shall  occur if the  Institutional
Trustee  determines  that such  Liquidation is possible by  distributing,  after
satisfaction  of  liabilities  to creditors of the Trust,  to the Holders of the
Securities on a Pro Rata basis, the Debentures, and such distribution occurs.

        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  Trust
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.

        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) upon  surrender of a Holder's  Securities  certificate,  such
Holder of the Securities will receive a certificate  representing the Debentures
to be delivered upon such distribution,  (iii) any certificates representing the
Securities still  outstanding 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 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;  provided,  however that such failure to pay shall
                               --------   -------
not be deemed to be an Event of Default  and shall not entitle the Holder to the
benefits of the Guarantee),  and (iv) all rights of Holders of Securities  under
the  Declaration  shall  cease,  except  the right of such  Holders  to  receive
Debentures upon surrender of certificates representing such Securities.
<PAGE>

        4.      Redemption and Distribution.

                (a)     The Debentures will mature on  December  15,  2037.  The
Debentures may be redeemed by the Debenture  Issuer, in whole or in part, at any
Distribution  Payment Date on or after the Distribution Payment Date in December
2012, at the Redemption  Price.  In addition,  the Debentures may be redeemed by
the Debenture Issuer at the Special  Redemption Price, in whole but not in part,
at any  Distribution  Payment Date,  upon the occurrence and  continuation  of a
Special Event within 120 days  following the occurrence of such Special Event at
the  Special  Redemption  Price,  upon not less  than 30 nor more  than 60 days'
notice  to  holders  of  such  Debentures  so  long as  such  Special  Event  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 the Federal Reserve (if the Debenture  Issuer is a bank holding company) or
prior  approval  from the OTS (if the  Debenture  Issuer is a  savings  and loan
holding  company),  in each  case  if then  required  under  applicable  capital
guidelines or policies of the applicable federal agency.

        "3-Month  LIBOR" means the London  interbank  offered  interest rate for
         --------------
three-month,  U.S.  dollar deposits  determined by the Debenture  Trustee in the
following order of priority:

                (1)  the rate (expressed  as a  percentage  per  annum) for U.S.
        dollar deposits having a three-month  maturity that  appears on  Reuters
        Page  LIBOR01  as  of  11:00  a.m.   (London    time)  on   the  related
        Determination  Date  (as defined  below).  "Reuters  Page LIBOR01" means
        the display  designated  as "LIBOR01" on Reuters or  such  other page as
        may replace Reuters Page LIBOR01 on that service or such  other  service
        or services as may be  nominated by the British Bankers' Association  as
        the  information  vendor for  the purpose of displaying London interbank
        offered rates for U.S. dollar deposits;

                (2)  if  such  rate  cannot  be   identified   on  the   related
          Determination  Date, the Debenture  Trustee will request the principal
          London offices of four leading banks in the London interbank market to
          provide such banks' offered  quotations  (expressed as percentages per
          annum) to prime banks in the London  interbank  market for U.S. dollar
          deposits having a three-month  maturity as of 11:00 a.m. (London time)
          on such  Determination  Date. If at least two quotations are provided,
          3-Month LIBOR will be the arithmetic mean of such quotations;

                (3)  if fewer than two such quotations are provided as requested
        in  clause (2)  above, the Debenture Trustee will request four major New
        York  City  banks to provide such banks' offered  quotations  (expressed
        as  percentages  per annum) to leading  European banks for loans in U.S.
        dollars  as  of 11:00 a.m. (London time) on such Determination  Date. If
        at least two   such  quotations are provided,  3-Month LIBOR will be the
        arithmetic mean of such quotations; and

                (4)  if fewer than two such quotations are provided as requested
        in clause  (3)  above,  3-Month LIBOR will be a 3-Month LIBOR determined
        with  respect to  the  Distribution  Period  immediately  preceding such
        current Distribution Period.

        If the rate for U.S. dollar deposits having a three-month  maturity that
initially  appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the
related  Determination  Date is  superseded  on the  Reuters  Page  LIBOR01 by a
corrected rate by 12:00 noon (London time) on such Determination  Date, then the
corrected rate as so  substituted on the applicable  page will be the applicable
3-Month LIBOR for such Determination Date.

        The  Distribution  Rate for any  Distribution  Period will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

        "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 the  occurrence  of any amendment to, or change  (including
any announced  prospective  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 Debentures,  there is more than an
insubstantial risk that the Sponsor will not, within 90 days of the date of such
opinion,  be  entitled  to treat an amount  equal to the  aggregate  liquidation
amount of the Capital  Securities  as "Tier 1 Capital" (or its then  equivalent)
for purposes of the capital adequacy  guidelines of the Federal Reserve, as then
in effect and applicable to the Sponsor (or if the Sponsor is not a bank holding
company or otherwise is not subject to the Federal Reserve's  risk-based capital
adequacy  guidelines,  such guidelines  applied to the Sponsor as if the Sponsor
were subject to such guidelines);  provided,  however, that the inability of the
                                   --------   -------

<PAGE>

Sponsor to treat all or any  portion of the  liquidation  amount of the  Capital
Securities  as Tier l  Capital  shall  not  constitute  the  basis for a Capital
Treatment  Event, if such inability  results from the Sponsor 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 Debentures in connection with the Liquidation of the Trust 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.

        "Determination  Date"  means the date that is two  London  Banking  Days
         -------------------
(i.e.,  a  business  day in which  dealings  in  deposits  in U.S.  dollars  are
transacted in the London interbank market) preceding the particular Distribution
Period for which a Coupon Rate is being determined.

        "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 the  occurrence of a change in law or regulation or written
change  (including  any  announced  prospective  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  issuance  of the
Debentures.

        "Maturity Date" means December 15, 2037.
         -------------

        "Redemption  Date"  shall  mean the date  fixed  for the  redemption  of
         ----------------
Capital Securities, which shall be any Distribution Payment Date on or after the
Distribution Payment Date in December 2012.

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

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

        "Special  Redemption  Date"  means  a date  on  which  a  Special  Event
         -------------------------
redemption occurs, which shall be a Distribution Payment Date.

        "Special  Redemption  Price" means the price set forth in the  following
         --------------------------
table for any Special  Redemption  Date that occurs on the date indicated  below
(or if such day is not a Business Day, then the next  succeeding  Business Day),
expressed as the  percentage of the  principal  amount of the  Debentures  being
redeemed:

----------------------------------------  --------------------------------------
         Month in which Special                  Special Redemption Price
         ----------------------                  ------------------------
         Redemption Date Occurs
         ----------------------
---------------------------------------   --------------------------------------
             December 2007                               104.625%
---------------------------------------   --------------------------------------
               March 2008                                104.300%
---------------------------------------   --------------------------------------
               June 2008                                 104.000%
---------------------------------------   --------------------------------------
             September 2008                              103.650%
---------------------------------------   --------------------------------------
             December 2008                               103.350%
---------------------------------------   --------------------------------------
               March 2009                                103.000%
---------------------------------------   --------------------------------------
               June 2009                                 102.700%
---------------------------------------   --------------------------------------
             September 2009                              102.350%
---------------------------------------   --------------------------------------

<PAGE>

---------------------------------------   --------------------------------------
             December 2009                               102.050%
---------------------------------------   --------------------------------------
               March 2010                                101.700%
---------------------------------------   --------------------------------------
               June 2010                                 101.400%
---------------------------------------   --------------------------------------
             September 2010                              101.050%
---------------------------------------   --------------------------------------
             December 2010                               100.750%
---------------------------------------   --------------------------------------
               March 2011                                100.450%
---------------------------------------   --------------------------------------
               June 2011                                 100.200%
---------------------------------------   --------------------------------------
     September 2011 and thereafter                       100.000%
---------------------------------------   --------------------------------------

        plus, in each case,  accrued and unpaid  Interest on such  Debentures to
the Special Redemption Date.

        "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,  field service advice, regulatory procedure, notice
or  announcement  including any notice or  announcement  of intent to adopt such
procedures or regulations)  (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 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, duties or other governmental charges.

                (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  or  Special  Redemption  Price,  as  applicable,
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 redeemed  Pro Rata
from each Holder of Capital Securities.

                (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 paragraph  4(e)(i),
                 a  Redemption/Distribution Notice shall be deemed  to  be given
                 on the day such  notice is first

<PAGE>

        mailed by  first-class  mail,  postage  prepaid,  to  Holders   of  such
        Securities. Each Redemption/Distribution  Notice shall  be  addressed to
        the  Holders of such  Securities  at the  address of  each  such  Holder
        appearing  on  the books and  records  of the  Trust.  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)    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   paragraph 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 pay 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 specified in paragraph
        4(a),   but  without  interest  on  such  Redemption  Price  or  Special
        Redemption  Price.  If   payment  of  the  Redemption  Price or  Special
        Redemption  Price in respect of any Securities  i s 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  Distribution  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.  In the  event  of   any  redemption  of the  Capital
        Securities  issued  by the  Trust  in   part,  the  Trust  shall  not be
        required   to  (i) issue,  register  the  transfer  of or  exchange  any
        Security during  a  period  beginning at the opening of business fifteen
        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.

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

                        (iv)    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 paragraphs 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 at least
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
-------- -------

<PAGE>

a consent or action under the Indenture  would require the consent or act of the
holders of greater  than a simple  majority  in  aggregate  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 at  least  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 in liquidation  amount of such Capital  Securities have so directed the
Institutional  Trustee,  to the fullest extent permitted by law, a Holder of the
Capital  Securities  may  institute  a legal  proceeding  directly  against  the
Debenture  Issuer  to  enforce  the  Institutional  Trustee's  rights  under the
Debentures   without  first   instituting  any  legal  proceeding   against  the
Institutional  Trustee  or any  other  person  or  entity.  Notwithstanding  the
foregoing,  if an Event of Default has occurred and is continuing and such event
is  attributable  to the  failure of the  Debenture  Issuer to pay  interest  or
principal on the Debentures on the date the interest or principal is payable (or
in the case of redemption,  the Redemption Date or the Special  Redemption Date,
as applicable),  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 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
clauses (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  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
direction of the Holders of at least the proportion in liquidation amount of the
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 directions of the
Holders of the  Securities  unless the  Institutional  Trustee  has  obtained an
opinion of tax counsel to the effect that, as a result of such action, the Trust
will not be classified  as other than a grantor trust for United States  federal
income tax purposes.

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

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

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

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

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

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

                (c)      Subject to Section 6.7 of   the  Declaration  and  only
after each Event of Default (if any) with respect to the Capital  Securities has
been cured,  waived, or otherwise  eliminated and subject to the requirements of
the second to last  sentence  of this  paragraph,  the  Holders of a Majority in
liquidation amount of the Common  Securities,  voting separately as a class, may
direct the time,  method,  and place of conducting any proceeding for any remedy
available  to the  Institutional  Trustee,  or  exercising  any  trust  or power
conferred upon the  Institutional  Trustee under the Declaration,  including (i)
directing the time,  method,  place of conducting  any proceeding for any remedy
available to the Debenture  Trustee,  or exercising any trust or power conferred
on the Debenture  Trustee with respect to the Debentures,  (ii) waiving any past
default and its  consequences  that is 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 at least 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  paragraph  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 (i),  (ii) or (iii)  above,  unless the
Institutional  Trustee has obtained an opinion of tax counsel to the effect that
for the  purposes  of United  States  federal  income  tax the Trust will not be
classified  as other  than a grantor  trust on account  of such  action.  If the
Institutional  Trustee  fails to  enforce  its  rights,  to the  fullest  extent
permitted by law, under the Declaration, 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,  Sponsor or Administrators  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

<PAGE>

Holders of at least 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  direction  of  the  Holders  of at  least  the  proportion  in
liquidation   amount  of  the  Securities  which  the  relevant  Super  Majority
represents of the aggregate principal amount of the Debentures outstanding.

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

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

        8.      Pro Rata.  A reference in these terms of the  Securities  to any
                --------
payment,  distribution  or  treatment as being "Pro Rata" shall mean pro rata to
                                                --------
each Holder of the Securities  according to the aggregate  liquidation amount of
the  Securities  held  by the  relevant  Holder  in  relation  to the  aggregate
liquidation  amount of all Securities then 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  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 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.
<PAGE>

        11.     No Preemptive Rights.  The Holders of the Securities  shall have
                --------------------
no 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 SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "SECURITIES  ACT"),  ANY STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES   LAW.   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 AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES  TO OFFER,  SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY (A) TO THE  SPONSOR OR THE TRUST,  (B)
PURSUANT TO A REGISTRATION  STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT,  (C) TO A  PERSON  WHOM THE  SELLER  REASONABLY  BELIEVES  IS A
QUALIFIED  INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A SO LONG AS THIS  SECURITY IS ELIGIBLE  FOR RESALE  PURSUANT TO RULE 144A IN
ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S.  PERSON IN AN OFFSHORE  TRANSACTION
IN ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE)  OF REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN THE
MEANING  OF  SUBPARAGRAPH  (A) OF RULE  501  UNDER  THE  SECURITIES  ACT THAT IS
ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL  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 (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES  ACT,  SUBJECT TO THE SPONSOR'S AND
THE  TRUST'S  RIGHT  PRIOR TO ANY SUCH  OFFER,  SALE OR  TRANSFER TO REQUIRE THE
DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION
SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY
OF WHICH MAY BE  OBTAINED  FROM THE SPONSOR OR THE TRUST.  HEDGING  TRANSACTIONS
INVOLVING  THIS  SECURITY MAY NOT BE  CONDUCTED  UNLESS IN  COMPLIANCE  WITH THE
SECURITIES ACT.

        THE  HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
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 THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER  OR HOLDER IS  ELIGIBLE  FOR  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 THE
SECURITIES  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.

        THIS  SECURITY  WILL BE  ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING A LIQUIDATION  AMOUNT OF NOT LESS THAN  $100,000.00  (100 SECURITIES) AND
MULTIPLES OF $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED  TRANSFER OF SECURITIES
IN A BLOCK HAVING A LIQUIDATION  AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

        THE  HOLDER  OF  THIS  SECURITY  AGREES  THAT IT WILL  COMPLY  WITH  THE
FOREGOING RESTRICTIONS.

        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  DECLARATION  TO CONFIRM  THAT THE  TRANSFER  COMPLIES  WITH THE
FOREGOING RESTRICTIONS.
<PAGE>

        Certificate Number P-1                   10,000 Capital Securities
        [CUSIP NO. [_______]  **To be inserted
        at the request of a subsequent transferee]

                               September 28, 2007

             Certificate Evidencing Floating Rate Capital Securities

                                       of

                          First Bank Statutory Trust XI

               (liquidation amount $1,000.00 per Capital Security)

        First Bank Statutory  Trust XI, a statutory trust created under the laws
of the State of Delaware (the "Trust"),  hereby  certifies that First  Tennessee
Bank National  Association is the registered owner of capital  securities of the
Trust representing  undivided  beneficial  interests in the assets of the Trust,
(liquidation amount $1,000.00 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 September 28, 2007,  among Terrance M. McCarthy,  Peter
D. Wimmer and Lisa K. Vansickle, as Administrators, Wilmington Trust Company, as
Delaware  Trustee,  Wilmington Trust Company,  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 such amended and
restated  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.

        Upon receipt 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 construed in accordance with,
the laws of the State of Delaware,  without  regard to principles of conflict of
laws.

                       Signatures appear on following page



<PAGE>


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

                                          FIRST BANK STATUTORY TRUST XI



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


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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


                                          WILMINGTON TRUST COMPANY,
                                          as the Institutional Trustee


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



<PAGE>


                      [FORM OF REVERSE OF CAPITAL SECURITY]

        Distributions  payable on each  Capital  Security  will be payable at an
annual rate equal to 8.08063%  beginning on (and including) the date of original
issuance and ending on (but excluding) the Distribution Payment Date in December
2007  and at an  annual  rate  for  each  successive  period  beginning  on (and
including) the  Distribution  Payment Date in December 2007, and each succeeding
Distribution  Payment Date, and ending on (but  excluding)  the next  succeeding
Distribution  Payment  Date  (each a  "Distribution  Period"),  equal to 3-Month
LIBOR, determined as described below, plus 2.85% (the "Coupon Rate"), applied to
the stated liquidation amount of $1,000.00 per Capital Security, such rate being
the rate of interest  payable on the Debentures to be held by the  Institutional
Trustee.   Distributions  in  arrears  will  bear  interest  thereon  compounded
quarterly at the Distribution  Rate (to the extent permitted by applicable law).
The term "Distributions" as used herein includes cash distributions and any such
compounded  distributions unless otherwise noted. A Distribution is payable only
to the extent that  payments are made in respect of the  Debentures  held by the
Institutional  Trustee  and to the extent the  Institutional  Trustee  has funds
available therefor. As used herein,  "Determination Date" means the date that is
two London  Banking Days (i.e.,  a business day in which dealings in deposits in
U.S.  dollars are  transacted  in the London  interbank  market)  preceding  the
commencement of the relevant Distribution Period. The amount of the Distribution
payable  for  any  Distribution  Period  will  be  calculated  by  applying  the
Distribution  Rate  to  the  stated   liquidation   amount  outstanding  at  the
commencement of the Distribution  Period and multiplying each such number by the
actual number of days in the Distribution Period concerned divided by 360.

        "3-Month  LIBOR" as used  herein,  means the  London  interbank  offered
interest rate for three-month  U.S. dollar deposits  determined by the Debenture
Trustee  in the  following  order  of  priority:  (i) the rate  (expressed  as a
percentage per annum) for U.S.  dollar  deposits  having a three-month  maturity
that  appears on Reuters  Page  LIBOR01  as of 11:00 a.m.  (London  time) on the
related  Determination Date ("Reuters Page LIBOR01" means the display designated
as "LIBOR01"  on Reuters or such other page as may replace  Reuters Page LIBOR01
on that  service or such other  service or services as may be  nominated  by the
British  Bankers'  Association  as the  information  vendor  for the  purpose of
displaying  London interbank  offered rates for U.S. dollar  deposits);  (ii) if
such rate cannot be identified on the related  Determination Date, the Debenture
Trustee will request the principal  London  offices of four leading banks in the
London interbank market to provide such banks' offered quotations  (expressed as
percentages  per annum) to prime banks in the London  interbank  market for U.S.
dollar deposits having a three-month  maturity as of 11:00 a.m. (London time) on
such Determination Date. If at least two quotations are provided,  3-Month LIBOR
will be the  arithmetic  mean of such  quotations;  (iii) if fewer than two such
quotations are provided as requested in clause (ii) above, the Debenture Trustee
will  request  four  major New York City banks to provide  such  banks'  offered
quotations  (expressed as percentages  per annum) to leading  European banks for
loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination Date.
If at  least  two  such  quotations  are  provided,  3-Month  LIBOR  will be the
arithmetic mean of such  quotations;  and (iv) if fewer than two such quotations
are provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month
LIBOR determined with respect to the Distribution  Period immediately  preceding
such current  Distribution Period. If the rate for U.S. dollar deposits having a
three-month  maturity that initially appears on Reuters Page LIBOR01 as of 11:00
a.m.  (London  time) on the  related  Determination  Date is  superseded  on the
Reuters  Page LIBOR01 by a corrected  rate by 12:00 noon  (London  time) on such
Determination  Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date.

        The  Distribution  Rate for any  Distribution  Period will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

        All  percentages   resulting  from  any   calculations  on  the  Capital
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)).

        Except  as  otherwise  described  below,  Distributions  on the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year or if any such day is not a Business Day, then the next
succeeding Business Day (each such day, a "Distribution Payment Date") (it being
understood that interest accrues for any such non-Business  Day),  commencing on
the  Distribution  Payment Date in December 2007.  The Debenture  Issuer has the
right under the Indenture to defer  payments of interest on the  Debentures,  so
long as no  Acceleration  Event of Default has  occurred and is  continuing,  by
extending the interest payment period on the Debentures 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.  During any  Extension
Period, interest will continue to accrue on the Debentures, and interest on such
accrued interest will accrue at an annual rate equal to the Distribution Rate in
effect for each such Extension Period,  compounded  quarterly from the date such
interest  would have been payable were it not for the Extension  Period,  to the
extent  permitted  by law (such  interest  referred  to  herein  as  "Additional
Interest").  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 interest then accrued and unpaid on the Debentures  (together with
Additional Interest thereon);  provided,  however,  that no Extension Period may
                               --------   -------
extend  beyond the Maturity  Date.  Prior to the  termination  of any  Extension
Period, the Debenture Issuer may further extend such period,  provided that such
period  together  with all such  previous  and  further  consecutive  extensions
thereof shall not exceed 20 consecutive  quarterly periods, or extend beyond the
Maturity Date. Upon the termination of any Extension Period and upon the payment
of all accrued and unpaid interest and Additional Interest, the Debenture Issuer
may commence a new Extension Period, subject to the foregoing  requirements.  No
interest or  Additional  Interest  shall be due and payable  during an Extension
Period,  except at the end thereof,  but each installment of interest that would
otherwise  have been due and payable  during such  Extension  Period  shall bear
Additional Interest.  During any Extension Period,  Distributions on the Capital
Securities  shall be deferred for a period  equal to the  Extension  Period.  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 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


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

        agent to transfer this Capital 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 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, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION.

        THIS CERTIFICATE IS NOT  TRANSFERABLE  EXCEPT IN COMPLIANCE WITH SECTION
8.1 OF THE DECLARATION.

        Certificate Number C-1                   310 Common Securities

                               September 28, 2007

             Certificate Evidencing Floating Rate Common Securities

                                       of

                          First Bank Statutory Trust XI

        First Bank Statutory  Trust XI, 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  common  securities  of the  Trust
representing  undivided  beneficial  interests  in the  assets of the Trust (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 September 28, 2007,  among Terrance M. McCarthy,  Peter D.
Wimmer and Lisa K. Vansickle,  as Administrators,  Wilmington Trust Company,  as
Delaware  Trustee,  Wilmington Trust Company,  as Institutional  Trustee,  First
Banks,  Inc.,  as  Sponsor,  and the  holders  from  time  to time of  undivided
beneficial  interest in the assets of the Trust including the designation of the
terms of the  Common  Securities  as set  forth in Annex I to such  amended  and
restated  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.

        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.

        Upon receipt 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 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 XI


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


<PAGE>


                      [FORM OF REVERSE OF COMMON SECURITY]

        Distributions  payable  on each  Common  Security  will be payable at an
annual rate equal to 8.08063%  beginning on (and including) the date of original
issuance and ending on (but excluding) the Distribution Payment Date in December
2007  and at an  annual  rate  for  each  successive  period  beginning  on (and
including) the  Distribution  Payment Date in December 2007, and each succeeding
Distribution  Payment Date, and ending on (but  excluding)  the next  succeeding
Distribution  Payment  Date  (each a  "Distribution  Period"),  equal to 3-Month
LIBOR, determined as described below, plus 2.85% (the "Coupon Rate"), applied to
the stated liquidation amount of $1,000.00 per Common Security,  such rate being
the rate of interest  payable on the Debentures to be held by the  Institutional
Trustee.   Distributions  in  arrears  will  bear  interest  thereon  compounded
quarterly at the Distribution  Rate (to the extent permitted by applicable law).
The term "Distributions" as used herein includes cash distributions and any such
compounded  distributions unless otherwise noted. A Distribution is payable only
to the extent that  payments are made in respect of the  Debentures  held by the
Institutional  Trustee  and to the extent the  Institutional  Trustee  has funds
available therefor. As used herein,  "Determination Date" means the date that is
two London  Banking Days (i.e.,  a business day in which dealings in deposits in
U.S.  dollars are  transacted  in the London  interbank  market)  preceding  the
commencement of the relevant Distribution Period. The amount of the Distribution
payable  for  any  Distribution  Period  will  be  calculated  by  applying  the
Distribution  Rate  to  the  stated   liquidation   amount  outstanding  at  the
commencement of the Distribution  Period and multiplying each such number by the
actual number of days in the Distribution Period concerned divided by 360.

        "3-Month  LIBOR" as used  herein,  means the  London  interbank  offered
interest rate for three-month  U.S. dollar deposits  determined by the Debenture
Trustee  in the  following  order  of  priority:  (i) the rate  (expressed  as a
percentage per annum) for U.S.  dollar  deposits  having a three-month  maturity
that  appears on Reuters  Page  LIBOR01  as of 11:00 a.m.  (London  time) on the
related  Determination Date ("Reuters Page LIBOR01" means the display designated
as "LIBOR01"  on Reuters or such other page as may replace  Reuters Page LIBOR01
on that  service or such other  service or services as may be  nominated  by the
British  Bankers'  Association  as the  information  vendor  for the  purpose of
displaying  London interbank  offered rates for U.S. dollar  deposits);  (ii) if
such rate cannot be identified on the related  Determination Date, the Debenture
Trustee will request the principal  London  offices of four leading banks in the
London interbank market to provide such banks' offered quotations  (expressed as
percentages  per annum) to prime banks in the London  interbank  market for U.S.
dollar deposits having a three-month  maturity as of 11:00 a.m. (London time) on
such Determination Date. If at least two quotations are provided,  3-Month LIBOR
will be the  arithmetic  mean of such  quotations;  (iii) if fewer than two such
quotations are provided as requested in clause (ii) above, the Debenture Trustee
will  request  four  major New York City banks to provide  such  banks'  offered
quotations  (expressed as percentages  per annum) to leading  European banks for
loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination Date.
If at  least  two  such  quotations  are  provided,  3-Month  LIBOR  will be the
arithmetic mean of such  quotations;  and (iv) if fewer than two such quotations
are provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month
LIBOR determined with respect to the Distribution  Period immediately  preceding
such current  Distribution Period. If the rate for U.S. dollar deposits having a
three-month  maturity that initially appears on Reuters Page LIBOR01 as of 11:00
a.m.  (London  time) on the  related  Determination  Date is  superseded  on the
Reuters  Page LIBOR01 by a corrected  rate by 12:00 noon  (London  time) on such
Determination  Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date.

        The  Distribution  Rate for any  Distribution  Period will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

        All percentages resulting from any calculations on the Common 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)).

        Except  as  otherwise  described  below,  Distributions  on  the  Common
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year or if any such day is not a Business Day, then the next
succeeding Business Day (each such day, a "Distribution Payment Date") (it being
understood that interest accrues for any such non-Business  Day),  commencing on
the  Distribution  Payment Date in December 2007.  The Debenture  Issuer has the
right under the Indenture to defer  payments of interest on the  Debentures,  so
long as no  Acceleration  Event of Default has  occurred and is  continuing,  by
extending the interest payment period on the Debentures 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.  During any  Extension

<PAGE>

Period, interest will continue to accrue on the Debentures, and interest on such
accrued interest will accrue at an annual rate equal to the Distribution Rate in
effect for each such Extension Period,  compounded  quarterly from the date such
interest  would have been payable were it not for the Extension  Period,  to the
extent  permitted  by law (such  interest  referred  to  herein  as  "Additional
Interest").  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 interest then accrued and unpaid on the Debentures  (together with
Additional Interest thereon);  provided,  however,  that no Extension Period may
                               --------   -------
extend  beyond the Maturity  Date.  Prior to the  termination  of any  Extension
Period, the Debenture Issuer may further extend such period,  provided that such
period  together  with all such  previous  and  further  consecutive  extensions
thereof shall not exceed 20 consecutive  quarterly periods, or extend beyond the
Maturity Date. Upon the termination of any Extension Period and upon the payment
of all accrued and unpaid interest and Additional Interest, the Debenture Issuer
may commence a new Extension Period, subject to the foregoing  requirements.  No
interest or  Additional  Interest  shall be due and payable  during an Extension
Period,  except at the end thereof,  but each installment of interest that would
otherwise  have been due and payable  during such  Extension  Period  shall bear
Additional  Interest.  During any Extension Period,  Distributions on the Common
Securities  shall be deferred for a period  equal to the  Extension  Period.  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 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  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

                                                                          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:

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

Signature Guarantee 2





































---------------------------------
2 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>

                                        1
                                    EXHIBIT B

                          SPECIMEN OF INITIAL DEBENTURE

                              (See Document No. 17)



<PAGE>




                               PLACEMENT AGREEMENT

                              (See Document No. 1)