AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                        Matrix Bancorp Capital Trust VIII

                            Dated as of June 30, 2005


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                                TABLE OF CONTENTS

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

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

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1.    Name.........................................................  9
SECTION 2.2.    Office.......................................................  9
SECTION 2.3.    Purpose......................................................  9
SECTION 2.4.    Authority....................................................  9
SECTION 2.5.    Title to Property of the Trust............................... 10
SECTION 2.6.    Powers and Duties of the Trustees and the Administrators..... 10
SECTION 2.7.    Prohibition of Actions by the Trust and the Trustees......... 15
SECTION 2.8.    Powers and Duties of the Institutional Trustee............... 15
SECTION 2.9.    Certain Duties and Responsibilities of the Trustees and the
                Administrators............................................... 17
SECTION 2.10.   Certain Rights of Institutional Trustee...................... 19
SECTION 2.11.   Delaware Trustee............................................. 21
SECTION 2.12.   Execution of Documents....................................... 21
SECTION 2.13.   Not Responsible for Recitals or Issuance of Securities....... 21
SECTION 2.14.   Duration of Trust............................................ 22
SECTION 2.15.   Mergers...................................................... 22

                                  ARTICLE III
                                    SPONSOR

SECTION 3.1.    Sponsor's Purchase of Common Securities...................... 24
SECTION 3.2.    Responsibilities of the Sponsor.............................. 24

                                   ARTICLE IV
                          TRUSTEES AND ADMINISTRATORS

SECTION 4.1.    Number of Trustees........................................... 24
SECTION 4.2.    Delaware Trustee............................................. 24
SECTION 4.3.    Institutional Trustee; Eligibility........................... 25
SECTION 4.4.    Certain Qualifications of the Delaware Trustee Generally..... 25
SECTION 4.5.    Administrators............................................... 25
SECTION 4.6.    Initial Delaware Trustee..................................... 26


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                               TABLE OF CONTENTS
                              (continued) PAGE ii

SECTION 4.7.    Appointment, Removal and Resignation of the Trustees and the
                Administrators............................................... 26
SECTION 4.8.    Vacancies Among Trustees..................................... 28
SECTION 4.9.    Effect of Vacancies.......................................... 28
SECTION 4.10.   Meetings of the Trustees and the Administrators.............. 28
SECTION 4.11.   Delegation of Power.......................................... 28
SECTION 4.12.   Merger, Conversion, Consolidation or Succession to Business.. 29

                                   ARTICLE V
                                 DISTRIBUTIONS

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

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

SECTION 6.1.    General Provisions Regarding Securities...................... 29
SECTION 6.2.    Paying Agent, Transfer Agent, Calculation Agent and Registrar 31
SECTION 6.3.    Form and Dating.............................................. 31
SECTION 6.4.    Book-Entry Capital Securities................................ 32
SECTION 6.5.    Mutilated, Destroyed, Lost or Stolen Certificates............ 34
SECTION 6.6.    Temporary Securities......................................... 34
SECTION 6.7.    Cancellation................................................. 34
SECTION 6.8.    Rights of Holders; Waivers of Past Defaults.................. 34

                                  ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

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

                                  ARTICLE VIII
                             TRANSFER OF INTERESTS

SECTION 8.1.    General...................................................... 37
SECTION 8.2.    Transfer Procedures and Restrictions......................... 38
SECTION  8.3.   Deemed Security Holders...................................... 41

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

SECTION 9.1.    Liability.................................................... 42
SECTION 9.2.    Exculpation.................................................. 42
SECTION 9.3.    Fiduciary Duty............................................... 43


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<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE

SECTION 9.4.    Indemnification.............................................. 43
SECTION 9.5.    Outside Businesses........................................... 46
SECTION 9.6.    Compensation; Fee............................................ 47

                                   ARTICLE X
                                   ACCOUNTING

SECTION 10.1.   Fiscal Year.................................................. 47
SECTION 10.2.   Certain Accounting Matters................................... 47
SECTION 10.3.   Banking...................................................... 48
SECTION 10.4.   Withholding.................................................. 48

                                   ARTICLE XI
                            AMENDMENTS AND MEETINGS

SECTION 11.1.   Amendments................................................... 49
SECTION 11.2.   Meetings of the Holders of the Securities; Action by Written
                Consent...................................................... 51

                                  ARTICLE XII
          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1.   Representations and Warranties of Institutional Trustee...... 52
SECTION 12.2.   Representations and Warranties of Delaware Trustee........... 53

                                  ARTICLE XIII
                                 MISCELLANEOUS

SECTION 13.1.   Notices...................................................... 54
SECTION 13.2.   Governing Law................................................ 55
SECTION 13.3.   Submission to Jurisdiction................................... 55
SECTION 13.4.   Intention of the Parties..................................... 56
SECTION 13.5.   Headings..................................................... 56
SECTION 13.6.   Successors and Assigns....................................... 56
SECTION 13.7.   Partial Enforceability....................................... 56
SECTION 13.8.   Counterparts................................................. 56


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<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE
ANNEXES AND EXHIBITS

ANNEX I         Terms of Capital Securities and Common Securities

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



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<PAGE>

                    AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                        Matrix Bancorp Capital Trust VIII
                                  June 30, 2005

      AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"),  dated and
effective  as of June  30,  2005,  by the  Trustees  (as  defined  herein),  the
Administrators  (as defined  herein),  the  Sponsor (as defined  herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

      WHEREAS,  certain of the  Trustees,  the  Administrators  and the  Sponsor
established  Matrix Bancorp Capital Trust VIII (the "Trust"),  a statutory trust
under the Statutory Trust Act (as defined herein),  pursuant to a Declaration of
Trust, dated as of June 28, 2005 (the "Original Declaration"), and a Certificate
of Trust filed with the  Secretary of State of the State of Delaware on June 28,
2005,  for  the  sole  purpose  of  issuing  and  selling   certain   securities
representing  undivided  beneficial  interests  in the  assets  of the Trust and
investing  the proceeds  thereof in the  Debentures  (as defined  herein) of the
Debenture  Issuer (as defined  herein) in  connection  with the  issuance of the
Capital  Securities  (as defined  herein);

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

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

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

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

      SECTION 1.1. Definitions. Unless the context otherwise requires:

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


<PAGE>

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

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

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

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

      (f) a  reference  to the  singular  includes  the plural  and vice  versa.
"Additional  Interest"  has  the  meaning  set  forth  in  Section  3.06  of the
Indenture.  "Administrative  Action" has the meaning set forth in paragraph 4(a)
of Annex I.

      "Administrators"  means  each of David W.  Kloos and T.  Allen  McConnell,
solely  in such  Person's  capacity  as  Administrator  of the  Trust  continued
hereunder and not in such Person's individual capacity,  or such Administrator's
successor in interest in such  capacity,  or any  successor  appointed as herein
provided.

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

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

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

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

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

      (b)  such  Person   commences  a  voluntary   case  under  any  applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, consents
to the entry of an order for relief in an  involuntary  case under any such law,
or consents to the appointment of or


                                      -2-
<PAGE>

taking  possession  by a receiver,  liquidator,  assignee,  trustee,  custodian,
sequestrator or other similar official of such Person of any substantial part of
its property,  or makes any general assignment for the benefit of creditors,  or
fails generally to pay its debts as they become due.

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

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

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

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

      "Capital Security Certificate" means a definitive  Certificate  registered
in the name of the Holder representing Capital Securities shall be substantially
in the form attached hereto as Exhibit A 1.

      "Capital  Treatment  Event" has the meaning set forth in paragraph 4(a) of
Annex I. "Certificate" means any certificate evidencing Securities.

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

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

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

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

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

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

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

      "Corporate Trust Office" means the office of the Institutional  Trustee at
which the corporate  trust business of the  Institutional  Trustee shall, at any
particular time, be principally administered, which office shall at all times be
located in the United States and at the date of execution of this Declaration is
located  at 919  Market  Street  Suite  700  Wilmington,  DE  19801,  Attention:
Corporate Trust Division.


                                      -3-
<PAGE>

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

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

      "Debenture Issuer" means Matrix Bancorp,  Inc., a savings and loan holding
company  incorporated  in Colorado,  in its capacity as issuer of the Debentures
under the Indenture.

      "Debenture  Trustee"  means  Wells  Fargo Bank,  National  Association,  a
national  banking  association with its principal place of business in the State
of Delaware,  not in its  individual  capacity  but solely as trustee  under the
Indenture until a successor is appointed  thereunder,  and thereafter means such
successor trustee.

      "Debentures"  means the Junior  Subordinated  Debt  Securities due July 7,
2035 to be issued by the Debenture Issuer under the Indenture.

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

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

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

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

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

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

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

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

      "Distribution  Payment  Period"  means the  period  from and  including  a
Distribution  Payment  Date,  or in the case of the first  Distribution  Payment
Period, the original date of issuance of the Securities,  to, but excluding, the
next  succeeding  Distribution  Payment  Date  or,  in  the  case  of  the  last
Distribution Payment Period, the Redemption Date, Special Redemption


                                      -4-
<PAGE>

Date or Maturity  Date (each as defined in the  Indenture),  as the case may be,
for the related Debentures.

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

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

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

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

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

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

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

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

      "Guarantee" means the Guarantee  Agreement,  dated as of June 30, 2005, of
the Sponsor in respect of the Capital Securities.

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

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

      "Indenture"  means the  Indenture,  dated as of June 30,  2005,  among the
Debenture  Issuer and the  Debenture  Trustee,  and any  indenture  supplemental
thereto pursuant to which the Debentures are to be issued.

      "Indenture Event of Default" means an "Event of Default" as defined in the
Indenture.  "Initial  Purchaser"  means the  initial  purchaser  of the  Capital
Securities.

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

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


                                      -5-
<PAGE>

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

      "Investment  Company Event" has the meaning set forth in paragraph 4(a) of
Annex I. "Legal Action" has the meaning set forth in Section 2.8(e).

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      -6-
<PAGE>

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

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

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

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

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

      "Property Account" has the meaning set forth in Section 2.8(c). "Pro Rata"
has the meaning set forth in paragraph 8 of Annex I.

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

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

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

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

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

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

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

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

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


                                      -7-
<PAGE>

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

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

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

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

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

      "Sponsor" means Matrix  Bancorp,  Inc., a savings and loan holding company
that is a U.S.  Person  incorporated in Colorado,  or any successor  entity in a
merger,  consolidation or amalgamation that is a U.S. Person, in its capacity as
sponsor of the Trust.

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

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

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

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

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

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

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

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

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

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

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

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


                                      -8-
<PAGE>

accordance with the provisions hereof, and references herein to a Trustee or the
Trustees  shall  refer to such  Person or Persons  solely in their  capacity  as
trustees hereunder.

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

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

                                   ARTICLE II
                                  ORGANIZATION

      SECTION 2.1. Name. The Trust is named "Matrix Bancorp Capital Trust VIII,"
as such name may be modified from time to time by the  Administrators  following
written notice to the  Institutional  Trustee and the Holders of the Securities.
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrators.

      SECTION 2.2.  Office.  The address of the  principal  office of the Trust,
which shall be in a state of the United  States or the District of Columbia,  is
700 17th Street,  Suite 2100,  Denver,  CO 80202.  On ten Business Days' written
notice to the  Institutional  Trustee  and the  Holders of the  Securities,  the
Administrators may designate another principal office, which shall be in a state
of the United States or the District of Columbia.

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

      SECTION  2.4.   Authority.   Except  as  specifically   provided  in  this
Declaration,  the  Institutional  Trustee  shall  have  exclusive  and  complete
authority to carry out the  purposes of the Trust.  An action taken by a Trustee
on behalf  of the Trust and in  accordance  with  such  Trustee's  powers  shall
constitute the act of and serve to bind the Trust.  In dealing with the Trustees
acting on behalf of the Trust,  no Person  shall be required to inquire into the
authority of the Trustees to bind the Trust.  Persons dealing with the Trust are
entitled to rely  conclusively on the power and authority of the Trustees as set
forth in this Declaration.  The Administrators shall have only those ministerial
duties set forth herein with respect to accomplishing  the purposes of the Trust
and are not intended to be trustees or fiduciaries  with respect to the Trust or
the Holders. The


                                      -9-
<PAGE>

Institutional Trustee shall have the right, but shall not be obligated except as
provided in Section 2.6, to perform those duties assigned to the Administrators.

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

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

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

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

                  (A) the issuance and sale of the Securities;

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

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

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

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

                  (F) the sending of notices (other than notices of default) and
            other information regarding the Securities and the Debentures to the


                                      -10-
<PAGE>

            Holders in accordance with this Declaration, including notice of any
            notice  received from the Debenture  Issuer of its election to defer
            payments of interest on the  Debentures  by  extending  the interest
            payment period under the Indenture;

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

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

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

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

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

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

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

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

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

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


                                      -11-
<PAGE>

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

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

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

                  (A) the establishment of the Property Account; (B) the receipt
            of the Debentures;

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

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

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

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

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

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

                  (I)  after any Event of  Default  (of which the  Institutional
            Trustee  has  knowledge  (as  provided in Section  2.10(m)  hereof))
            (provided,  that such Event of Default is not by or with  respect to
            the Institutional  Trustee),  the taking of any action incidental to
            the  foregoing  as the  Institutional  Trustee may from time to time
            determine  is  necessary or advisable to give effect to the terms of
            this Declaration and protect and


                                      -12-
<PAGE>

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

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

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

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

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

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

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

            (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


                                      -13-
<PAGE>

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

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

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

      (e)  Subject to the Fee  Agreement  of even date  herewith,  all  expenses
incurred by the  Administrators  or the  Trustees  pursuant to this  Section 2.6
shall be reimbursed by the Sponsor,  and the Trustees  shall have no obligations
with respect to such expenses.

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

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

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


                                      -14-
<PAGE>

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

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

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

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

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

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

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

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

      SECTION 2.8. Powers and Duties of the Institutional Trustee.

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

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

      (c) The Institutional Trustee shall:


                                      -15-
<PAGE>

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

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

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

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

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

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

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


                                      -16-
<PAGE>
      Securities and this Declaration (including Annex I) and the certificate of
      cancellation referenced in Section 7.1(b) has been filed; or

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

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

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

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

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

      (b) The duties and responsibilities of the Trustees and the Administrators
shall be as provided by this Declaration  and, in the case of the  Institutional
Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision
of this Declaration shall require any Trustee or Administrator to expend or risk
its own funds or otherwise  incur any financial  liability in the performance of
any of its duties hereunder,  or in the exercise of any of its rights or powers,
if it shall have  reasonable  grounds for believing that repayment of such funds
or adequate  indemnity  satisfactory to it against such risk or liability is not
reasonably  assured to it. Whether or not therein  expressly so provided,  every
provision of this Declaration relating to the conduct or affecting the liability
of or  affording  protection  to the  Trustees  or the  Administrators  shall be
subject to the provisions of this Article.  Nothing in this Declaration shall be
construed to release a Trustee from liability for its own negligent action,  its
own  negligent  failure  to act,  or its own  willful  misconduct  or bad faith.
Nothing in this Declaration shall be construed to release an Administrator  from
liability for its own gross negligent action, its own gross negligent failure to
act, or its own willful  misconduct or bad faith.  To the extent that, at law or
in equity, a Trustee or an Administrator has duties and liabilities  relating to
the Trust or to the Holders,  such Trustee or Administrator  shall not be liable
to the Trust or to any Holder for such Trustee's or


                                      -17-
<PAGE>

Administrator's  good faith reliance on the provisions of this Declaration.  The
provisions of this Declaration,  to the extent that they restrict the duties and
liabilities of the  Administrators or the Trustees  otherwise existing at law or
in  equity,  are agreed by the  Sponsor  and the  Holders to replace  such other
duties and liabilities of the Administrators or the Trustees.

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

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

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

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

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

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


                                      -18-
<PAGE>

      Institutional  Trustee  pursuant  to Section  2.8(c)(i)  and except to the
      extent otherwise required by law; and

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

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

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

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

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

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

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

      (f) the  Institutional  Trustee may consult with counsel of its  selection
(which counsel may be counsel to the Sponsor or any of its  Affiliates)  and the
advice of such counsel


                                      -19-
<PAGE>

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

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

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

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

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

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

      (1) 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;


                                      -20-
<PAGE>

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

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

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

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

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

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


                                      -21-
<PAGE>

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

      SECTION 2.15. Mergers.

      (a) The Trust may not consolidate,  amalgamate,  merge with or into, or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially  as an  entirety to any  corporation  or other  Person,  except as
described in this Section  2.15 and except with respect to the  distribution  of
Debentures  to Holders of  Securities  pursuant  to  Section  7.1(a)(iv)  of the
Declaration or Section 4 of Annex I.

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

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

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

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

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

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

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

            (v)   such   merger,   consolidation,   amalgamation,   replacement,
      conveyance,  transfer  or lease  does not  adversely  affect  the  rights,
      preferences and privileges of the Holders of the Securities (including any
      Successor Securities) in


                                      -22-
<PAGE>

      any  material  respect  (other than with  respect to any  dilution of such
      Holders'  interests  in the  Successor  Entity as a result of such merger,
      consolidation, amalgamation or replacement);

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

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

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

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

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

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

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

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


                                      -23-
<PAGE>

                               ARTICLE III SPONSOR

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

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

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

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

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

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

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

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

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

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

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


                                      -24-
<PAGE>

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

      SECTION 4.3. Institutional Trustee; Eligibility.

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

            (i) not be an Affiliate of the Sponsor;

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

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

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

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

      (d) The initial  Institutional Trustee shall be Wells Fargo Bank, National
Association.

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

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

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


                                      -25-
<PAGE>

by, and any power of the Administrators may be exercised by, or with the consent
of, any one such Administrator acting alone.

      SECTION 4.6. Initial Delaware Trustee.  The initial Delaware Trustee shall
be Wells Fargo Delaware Trust Company.

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

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

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

      (c) Unless an Event of Default shall have occurred and be continuing,  any
Trustee  may be  removed at any time by an act of the  Holders of a Majority  in
liquidation amount of the Common Securities. If any Trustee shall be so removed,
the  Holders of the Common  Securities,  by act of the  Holders of a Majority in
liquidation  amount of the Common Securities  delivered to the Relevant Trustee,
shall promptly appoint a successor Relevant Trustee,  and such successor Trustee
shall comply with the applicable  requirements  of this Section 4.7. If an Event
of Default shall have occurred and be continuing,  the Institutional  Trustee or
the Delaware Trustee,  or both of them, may be removed by the act of the Holders
of a Majority in liquidation amount of the Capital Securities,  delivered to the
Relevant Trustee (in its individual capacity and on behalf of the Trust). If any
Trustee shall be so removed,  the Holders of Capital  Securities,  by act of the
Holders of a Majority  in  liquidation  amount of the  Capital  Securities  then
outstanding  delivered  to  the  Relevant  Trustee,  shall  promptly  appoint  a
successor Relevant Trustee or Trustees,  and such successor Trustee shall comply
with the applicable  requirements of this Section 4.7. If no successor  Relevant
Trustee shall have been so appointed by the Holders of a Majority in liquidation
amount of the Capital Securities and accepted appointment in the manner required
by this Section 4.7 within 30 days after  delivery of an  instrument of removal,
the Relevant  Trustee or any Holder who has been a Holder of the  Securities for
at least six months


                                      -26-
<PAGE>

may,  on behalf of  himself  and all others  similarly  situated,  petition  any
federal,  state or District of Columbia court of competent  jurisdiction for the
appointment of a successor  Relevant  Trustee.  Such court may thereupon,  after
prescribing  such  notice,  if any, as it may deem  proper,  appoint a successor
Relevant Trustee or Trustees.

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

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

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

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

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


                                      -27-
<PAGE>

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

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

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

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

      SECTION 4.11. Delegation of Power.

      (a) Any Trustee or any Administrator, as the case may be, may, by power of
attorney  consistent with  applicable law,  delegate to any other natural person
over the age of 21


                                      -28-
<PAGE>

that  is a U.S.  Person  his or her  power  for the  purpose  of  executing  any
documents, instruments or other writings contemplated in Section 2.6.

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

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

                                    ARTICLE V
                                  DISTRIBUTIONS

      SECTION  5.1.  Distributions.   Holders  shall  receive  Distributions  in
accordance  with the  applicable  terms  of the  relevant  Holder's  Securities.
Distributions  shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their  respective  terms. If and
to the extent that the Debenture  Issuer makes a payment of interest  (including
any  Additional  Interest or Deferred  Interest)  or premium,  if any, on and/or
principal on the Debentures held by the Institutional Trustee (the amount of any
such payment being a "Payment Amount"),  the Institutional  Trustee shall and is
directed,  to the extent funds are  available  in the Property  Account for that
purpose,  to make a  distribution  (a  "Distribution")  of the Payment Amount to
Holders.  For the avoidance of doubt, funds in the Property Account shall not be
distributed  to Holders to the extent of any taxes payable by the Trust,  in the
case of withholding  taxes,  as determined by the  Institutional  Trustee or any
Paying  Agent and, in the case of taxes  other than  withholding  tax taxes,  as
determined  by the  Administrators  in a  written  notice  to the  Institutional
Trustee.

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

      SECTION 6.1. General Provisions Regarding Securities.

      (a) The  Administrators  shall on behalf of the Trust  issue one series of
capital  securities,  evidenced by a  certificate  substantially  in the form of
Exhibit A-1,  representing  undivided  beneficial interests in the assets of the
Trust  and  having  such  terms  as are  set  forth  in  Annex  I (the  "Capital
Securities"), and one series of common securities, evidenced by a


                                      -29-
<PAGE>

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

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

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

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

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

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


                                      -30-
<PAGE>

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

      (a) The Trust shall maintain in Wilmington,  Delaware, an office or agency
where the Securities may be presented for payment (the "Paying  Agent"),  and an
office or agency where  Securities may be presented for registration of transfer
or exchange (the "Transfer Agent").  The Trust shall keep or cause to be kept at
such office or agency a register for the purpose of  registering  Securities and
transfers and exchanges of  Securities,  such register to be held by a registrar
(the  "Registrar").  The  Administrators  may  appoint  the  Paying  Agent,  the
Registrar and the Transfer Agent, and may appoint one or more additional  Paying
Agents,  one or more  co-Registrars,  or one or more co-Transfer  Agents in such
other  locations as it shall  determine.  The term "Paying  Agent"  includes any
additional Paying Agent, the term "Registrar"  includes any additional Registrar
or co-Registrar and the term "Transfer  Agent" includes any additional  Transfer
Agent or  co-Transfer  Agent.  The  Administrators  may change any Paying Agent,
Transfer Agent or Registrar at any time without prior notice to any Holder.  The
Administrators shall notify the Institutional Trustee of the name and address of
any Paying Agent,  Transfer Agent and Registrar not a party to this Declaration.
The Administrators  hereby initially appoint the Institutional Trustee to act as
Paying Agent,  Transfer  Agent and Registrar for the Capital  Securities and the
Common Securities at its Corporate Trust Office.  The  Institutional  Trustee or
any of its  Affiliates in the United  States may act as Paying  Agent,  Transfer
Agent or Registrar.

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

      SECTION 6.3. Form and Dating.

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


                                      -31-
<PAGE>

      (b) The Capital  Securities  sold by the Trust to the  Initial  Purchasers
pursuant  to the  Purchase  Agreement  shall be  issued  in the form of a Global
Capital Security, registered in the name of the Depositary,  without coupons and
with the Restricted Securities Legend.

      SECTION 6.4. Book-Entry Capital Securities.

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

      (b) If any Global  Capital  Security  is to be  exchanged  for  Definitive
Capital  Securities  Certificates  or  canceled  in part,  or if any  Definitive
Capital  Securities  Certificate  is to be exchanged in whole or in part for any
Global Capital  Security,  then either (i) such Global Capital Security shall be
so surrendered  for exchange or cancellation as provided in this Section 6.4 and
Article VIII or (ii) the aggregate liquidation amount represented by such Global
Capital  Security  shall be reduced,  subject to Section 6.3, or increased by an
amount equal to the liquidation amount represented by that portion of the Global
Capital  Security to be so exchanged or  canceled,  or equal to the  liquidation
amount represented by such Definitive  Capital Securities  Certificates to be so
exchanged for any Global  Capital  Security,  as the case may be, by means of an
appropriate  adjustment  made  on  the  records  of  the  Securities  Registrar,
whereupon  the  Institutional   Trustee,   in  accordance  with  the  Applicable
Depositary   Procedures,   shall  instruct  the  Depositary  or  its  authorized
representative to make a corresponding  adjustment to its records. Upon any such
surrender to the  Administrators or the Registrar of any Global Capital Security
or Securities by the Depositary,  accompanied by registration instructions,  the
Administrators,  or any  one of  them,  shall  execute  the  Definitive  Capital
Securities  Certificates in accordance with the  instructions of the Depositary.
None of the Registrar, Administrators, or the Institutional


                                      -32-
<PAGE>

Trustee shall be liable for any delay in delivery of such  instructions  and may
conclusively  rely  on,  and  shall be  fully  protected  in  relying  on,  such
instructions.

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

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

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

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


                                      -33-
<PAGE>

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

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

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

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

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

      SECTION 6.8. Rights of Holders, Waivers of Past Defaults.

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


                                      -34-
<PAGE>

      (b) For so long as any Capital Securities remain outstanding,  if, upon an
Indenture  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 not less  than a  Majority  in  liquidation  amount  of the  Capital
Securities then  outstanding  shall have the right to make such declaration by a
notice in writing to the  Institutional  Trustee,  the Sponsor and the Debenture
Trustee.

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

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

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

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

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

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

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

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


                                      -35-
<PAGE>

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

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

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

      SECTION 7.1. Dissolution and Termination of Trust.

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

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

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

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


                                      -36-
<PAGE>

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

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

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

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

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

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

      SECTION 8.1. General.

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

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

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


                                      -37-
<PAGE>

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

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

      SECTION 8.2. Transfer Procedures and Restrictions.

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

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


                                      -38-
<PAGE>

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

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

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

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR ANY  STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE  DEBENTURE  ISSUER OR THE TRUST,  (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"),  TO A PERSON THE HOLDER  REASONABLY  BELIEVES IS A
"QUALIFIED  INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C) PURSUANT
TO AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT TO AN
"ACCREDITED  INVESTOR"  WITHIN THE MEANING OF SUBPARAGRAPH  (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE  SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT,  OR FOR THE ACCOUNT OF AN  "ACCREDITED  INVESTOR,"  FOR  INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN  CONNECTION  WITH,  ANY
DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE


                                      -39-
<PAGE>

SECURITIES ACT, SUBJECT TO THE DEBENTURE ISSUER'S AND THE TRUST'S RIGHT PRIOR TO
ANY SUCH OFFER,  SALE OR TRANSFER  PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE
DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION
SATISFACTORY  TO EACH OF  THEM IN  ACCORDANCE  WITH  THE  AMENDED  AND  RESTATED
DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE  ISSUER
OR THE TRUST.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT
IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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

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

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


                                      -40-
<PAGE>

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

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

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

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


                                      -41-
<PAGE>

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

      SECTION 9.1. Liability.

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

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

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

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

      (c) Except to the extent provided in Section 9.1(b), and pursuant to ss. 3
803 (a) of the  Statutory  Trust Act,  the  Holders of the  Securities  shall be
entitled to the same limitation of personal  liability  extended to stockholders
of private  corporations for profit organized under the General  Corporation Law
of the State of Delaware, except as otherwise specifically set forth herein.

      SECTION 9.2. Exculpation.

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

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


                                      -42-
<PAGE>

      SECTION 9.3. Fiduciary Duty.

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

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

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

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

      SECTION 9.4.  Indemnifcation.  (a) (i) The Sponsor shall indemnify, to the
fullest extent permitted by law, any Indemnified Person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action  by or in the  right of the  Trust) by reason of the fact
that such Person is or was an  Indemnified  Person against  expenses  (including
attorneys' fees and expenses),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such Person in connection with such action,
suit or  proceeding  if such  Person  acted in good  faith and in a manner  such
Person reasonably  believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe such conduct was unlawful.  The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the  Indemnified  Person  did not act in good  faith and in a manner  which such
Person reasonably  believed to be in or not opposed to the best interests of the
Trust,  and, with respect to any criminal  action or proceeding,  had reasonable
cause to believe that such conduct was unlawful.

            (ii) The Sponsor shall indemnify, to the fullest extent permitted by
      law, any  Indemnified  Person who was or is a party or is threatened to be
      made a party to any threatened,  pending or completed action or suit by or
      in the right of the Trust to procure a judgment  in its favor by reason of
      the fact that such Person is or was an Indemnified Person against expenses
      (including  attorneys' fees and expenses) actually and reasonably incurred
      by such Person in connection with the


                                      -43-
<PAGE>

      defense or  settlement of such action or suit if such Person acted in good
      faith and in a manner  such  Person  reasonably  believed  to be in or not
      opposed  to the  best  interests  of the  Trust  and  except  that no such
      indemnification  shall be made in respect of any claim, issue or matter as
      to which such Indemnified  Person shall have been adjudged to be liable to
      the Trust  unless and only to the  extent  that the Court of  Chancery  of
      Delaware  or the  court in which  such  action or suit was  brought  shall
      determine upon application that, despite the adjudication of liability but
      in view of all the  circumstances  of the case,  such Person is fairly and
      reasonably  entitled to indemnity  for such  expenses  which such Court of
      Chancery or such other court shall deem proper.

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

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

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


                                      -44-
<PAGE>

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

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

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

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


                                      -45-
<PAGE>

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

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

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

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


                                      -46-
<PAGE>

      SECTION 9.6. Compensation; Fee.

      (a) Subject to the  provisions set forth in the Fee Agreement of even date
herewith,  by and among the  Institutional  Trustee,  the Trust and the  Initial
Purchaser (the "Fee Agreement"), the Sponsor agrees:

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

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

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

                                    ARTICLE X
                                   ACCOUNTING

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

      SECTION 10.2. Certain Accounting Matters.

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

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

      (c) The  Administrators  shall cause to be duly  prepared and delivered to
each of the Holders of  Securities  Form 1099 or such other annual United States
federal income tax


                                      -47-
<PAGE>

information  statement  required by the Code,  containing such  information with
regard to the Securities  held by each Holder as is required by the Code and the
Treasury  Regulations.  Notwithstanding  any right under the Code to deliver any
such statement at a later date, the Administrators shall endeavor to deliver all
such statements within 30 days after the end of each Fiscal Year of the Trust.

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

      (e) The  Administrators  will cause the Sponsor's  reports on Form FR Y-9C
and FR Y-9LP to be delivered to the Holder promptly  following their filing with
the Federal Reserve.

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

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


                                      -48-
<PAGE>

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

      SECTION 11.1. Amendments.

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

            (i) the Institutional Trustee,

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

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

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

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

            (i) unless the Institutional Trustee shall have first received

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

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

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

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

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

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

                  (D) cause the Debenture Issuer to be unable to treat an amount
            equal to the Liquidation Amount of the Capital Securities as "Tier 1


                                      -49-
<PAGE>

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

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

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

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

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

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

            (i) cure any ambiguity;

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

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

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


                                      -50-
<PAGE>

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

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

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

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

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

            (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


                                      -51-
<PAGE>

      herein, all matters relating to the giving,  voting or validity of proxies
      shall be governed by the General  Corporation Law of the State of Delaware
      relating to proxies, and judicial  interpretations  thereunder,  as if the
      Trust were a Delaware  corporation  and the Holders of the Securities were
      stockholders of a Delaware corporation; each meeting of the Holders of the
      Securities  shall be  conducted  by the  Administrators  or by such  other
      Person that the Administrators may designate; and

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

                                   ARTICLE XII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

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

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

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

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

      (d) the execution,  delivery and performance by the Institutional  Trustee
of this Declaration has been duly authorized by all necessary action on the part
of the  Institutional  Trustee.  This  Declaration  has been duly  executed  and
delivered by the  Institutional  Trustee,  and under Delaware law (excluding any
securities  laws)  constitutes  a legal,  valid and  binding  obligation  of the
Institutional  Trustee,  enforceable  against it in  accordance  with its terms,
subject


                                      -52-
<PAGE>

to  applicable  bankruptcy,  reorganization,  moratorium,  insolvency  and other
similar laws affecting  creditors' rights generally and to general principles of
equity and the discretion of the court  (regardless  of whether  considered in a
proceeding in equity or at law);

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

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

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

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

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

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

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

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

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


                                      -53-
<PAGE>

                                  ARTICLE XIII
                                  MISCELLANEOUS

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

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

            Matrix Bancorp Capital Trust VIII
            c/o Matrix Bancorp,  Inc.
            700 17th Street,  Suite 2100
            Denver,  CO 80202
            Attention:  David W.  Kloos
            Telecopy: 303-390-0952
            Telephone: 303-595-9898

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

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

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

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

      (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):


                                      -54-
<PAGE>

      (e) records of the Trust.

            Matrix Bancorp,  Inc.
            700 17th Street,  Suite 2100
            Denver,  CO 80202
            Attention: David  W. Kloos
            Telecopy: 303-390-0952
            Telephone: 303-595-9898

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

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

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

      SECTION 13.3. Submission to Jurisdiction.

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

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


                                      -55-
<PAGE>

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

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

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

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

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

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


                                      -56-
<PAGE>

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


                                               WELLS FARGO DELAWARE TRUST
                                                COMPANY, as Delaware Trustee


                                               By:______________________________
                                                  Name:_________________________
                                                  Title:________________________


                                               WELLS FARGO BANK, NATIONAL
                                                ASSOCIATION, as Institutional
                                                Trustee


                                               By:______________________________
                                                  Name:_________________________
                                                  Title:________________________


                                               Matrix Bancorp, Inc.
                                                as Sponsor

                                               By:______________________________
                                                  Name:_________________________
                                                  Title:________________________



                                               By:______________________________
                                                  Administrator


                                               By:______________________________
                                                  Administrator


                                      -57-
<PAGE>

                                     ANNEX I


                                    TERMS OF
                             CAPITAL SECURITIES AND
                                COMMON SECURITIES

      Pursuant to Section 6.1 of the Amended and Restated  Declaration of Trust,
dated as of June 30, 2005 (as amended from time to time, the "Declaration"), the
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions of the Capital Securities and the Common Securities are set out below
(each  capitalized term used but not defined herein has the meaning set forth in
the Declaration):

      1. Designation and Number.

      (a) Capital Securities. 7,500 Capital Securities of Matrix Bancorp Capital
Trust VIII (the  "Trust"),  with an  aggregate  stated  liquidation  amount with
respect  to the  assets  of the Trust of Seven  Million  Five  Hundred  Thousand
Dollars  ($7,500,000) and a stated liquidation amount with respect to the assets
of the Trust of $1,000  per  Capital  Security,  are hereby  designated  for the
purposes  of  identification  only as the  "Capital  Securities"  (the  "Capital
Securities").   The  Capital  Security   Certificates   evidencing  the  Capital
Securities shall be substantially in the form of Exhibit A-1 to the Declaration,
with such  changes  and  additions  thereto  or  deletions  therefrom  as may be
required by ordinary usage, custom or practice or to conform to the rules of any
stock exchange on which the Capital Securities are listed, if any.

      (b) Common  Securities.  232 Common  Securities  of the Trust (the "Common
Securities") will be evidenced by Common Security Certificates  substantially in
the form of Exhibit A-2 to the  Declaration,  with such  changes  and  additions
thereto or deletions  therefrom as may be required by ordinary usage,  custom or
practice. In the absence of an Event of Default, the Common Securities will have
an aggregate stated  liquidation  amount with respect to the assets of the Trust
of Two Hundred  Thirty-Two  Thousand Dollars ($232,000) and a stated liquidation
amount with respect to the assets of the Trust of $1,000 per Common Security.

      2. Distributions.

      (a) Distributions payable on each Security will be payable at a fixed rate
of 5.86% (the "Fixed Rate") per annum from June 30, 2005 until July 7, 2010 (the
"Fixed Rate  Period") and  thereafter  at a variable per annum rate of interest,
reset quarterly,  equal to LIBOR, as determined on the LIBOR  Determination Date
for such Distribution  Payment Period, plus 1.69% (the "Variable Rate") ("Coupon
Rate" is defined to include the Fixed Rate and Variable  Rate, as applicable) of
the stated liquidation amount of $1,000 per Security,  (provided,  however, that
the Coupon Rate for any  Distribution  Payment Period may not exceed the highest
rate permitted by New York law, as the same may be modified by United States law
of general  applicability),  such Coupon Rate being the rate of interest payable
on the Debentures to be held by the Institutional  Trustee.  Except as set forth
below in respect of an Extension Period,  Distributions in arrears for more than
one quarterly  period will bear  interest  thereon  compounded  quarterly at the
applicable  Coupon Rate for each such quarterly  period (to the extent permitted
by  applicable  law).  The term  "Distributions"  as used herein  includes  cash
distributions, any such compounded distributions


                                     A-I-1
<PAGE>

and any Additional Interest payable on the Debentures unless otherwise stated. A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held  by  the  Institutional  Trustee  and to  the  extent  the
Institutional  Trustee  has funds  legally  available  in the  Property  Account
therefor.  During the Fixed Rate Period, the amount of Distributions payable for
any  Distribution  Payment  Period  will  be  computed  for any  full  quarterly
Distribution  Payment  Period on the basis of a  360-day  year of twelve  30-day
months and the amount  payable for any partial  period  shall be computed on the
basis of the number of days elapsed in a 360-day year of twelve  30-day  months.
Upon expiration of the Fixed Rate Period,  distributions will be computed on the
basis of a 360-day  year and the actual  number of days  elapsed in the relevant
Distribution period;  provided,  however,  that upon the occurrence of a Special
Event  redemption  pursuant to paragraph 4(a) below the amounts payable pursuant
to this  Declaration  shall be  calculated  as set  forth in the  definition  of
Special Redemption Price.

      (b) Upon expiration of the Fixed Rate Period, LIBOR shall be determined by
the Calculation Agent in accordance with the following provisions:

                  (1) On the second LIBOR Business Day  (provided,  that on such
            day commercial  banks are open for business  (including  dealings in
            foreign  currency  deposits) in London (a "LIBOR Banking Day"),  and
            otherwise the next preceding LIBOR Business Day that is also a LIBOR
            Banking  Day) prior to January 15,  April 15, July 15 and October 15
            immediately succeeding the commencement of such Distribution Payment
            Period (or, with respect to the first  Distribution  Payment  Period
            subsequent to the Fixed Rate Period,  on July 15, 2010),  (each such
            day, a "LIBOR  Determination  Date") for such  Distribution  Payment
            Period), the Calculation Agent shall obtain the rate for three-month
            U.S. Dollar deposits in Europe,  which appears on Telerate Page 3750
            (as defined in the International Swaps and Derivatives  Association,
            Inc. 2000 Interest Rate and Currency  Exchange  Definitions) or such
            other page as may replace such  Telerate  Page 3750 on the Moneyline
            Telerate,  Inc. service (or such other service or services as may be
            nominated by the British  Banker's  Association  as the  information
            vendor for the purpose of displaying  London interbank offered rates
            for U.S. dollar  deposits),  as of 11:00 a.m.  (London time) on such
            LIBOR  Determination  Date,  and the rate so obtained shall be LIBOR
            for such Distribution Payment Period. "LIBOR Business Day" means any
            day that is not a Saturday,  Sunday or other day on which commercial
            banking institutions in The City of New York or Wilmington, Delaware
            are authorized or obligated by law or executive  order to be closed.
            If such rate is superseded on Telerate Page 3750 by a corrected rate
            before  12:00 noon  (London  time) on the same  LIBOR  Determination
            Date, the corrected  rate as so  substituted  will be the applicable
            LIBOR for that Distribution Payment Period.

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


                                     A-I-2
<PAGE>

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

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

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

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

      (e)  Distributions on the Securities will be cumulative,  will accrue from
the date of original  issuance,  and will be payable,  subject to  extension  of
Distribution  payment  periods  as  described  herein,  quarterly  in arrears on
January 7, April 7, July 7 and  October 7 of each  year,  commencing  October 7,
2005 (each,  a  "Distribution  Payment  Date").  Subject to prior  submission of
Notice (as defined in the Indenture),  the Debenture  Issuer has the right under
the Indenture to defer  payments of interest on the  Debentures by extending the
interest  distribution period for up to 20 consecutive  quarterly periods (each,
an  "Extension  Period")  at any time and from  time to time on the  Debentures,
subject to the conditions  described  below,  during which  Extension  Period no
interest shall be due and payable  (except any  Additional  Interest that may be
due and


                                     A-I-3
<PAGE>

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


                                     A-I-4
<PAGE>

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

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

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

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

      The Sponsor, as the Holder of all of the Common Securities,  has the right
at any  time to  dissolve  the  Trust  (including  without  limitation  upon the
occurrence of a Tax Event,  an Investment  Company Event or a Capital  Treatment
Event), subject to the receipt by the


                                     A-I-5
<PAGE>

Debenture  Issuer  of  prior  approval  from  any  regulatory  authority  having
jurisdiction  over the Sponsor that is primarily  responsible for regulating the
activities  of the Sponsor if such approval is then  required  under  applicable
capital  guidelines  or policies  of such  regulatory  authority,  an opinion of
nationally  recognized  tax counsel that Holders will not  recognize any gain or
loss  for  United  States  federal  income  tax  purposes  as a  result  of  the
distribution of Debentures  and, after  satisfaction of liabilities to creditors
of the Trust,  cause the  Debentures  to be  distributed  to the  Holders of the
Securities  on a  Pro  Rata  basis  in  accordance  with  the  aggregate  stated
liquidation amount thereof.

      The Trust shall  dissolve  on the first to occur of (i) July 7, 2040,  the
expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to the
Sponsor, the Trust or the Debenture Issuer, (iii) (other than in connection with
a merger,  consolidation or similar transaction not prohibited by the Indenture,
this  Declaration  or the  Guarantee,  as the  case  may  be)  the  filing  of a
certificate of dissolution or its equivalent with respect to the Sponsor or upon
the revocation of the charter of the Sponsor and the expiration of 90 days after
the date of revocation without a reinstatement thereof, (iv) the distribution to
the Holders of the Securities of the  Debentures,  upon exercise of the right of
the Holder of all of the outstanding  Common Securities to dissolve the Trust as
described  above,  (v) the entry of a decree of a  judicial  dissolution  of the
Sponsor or the Trust, or (vi) when all of the Securities  shall have been called
for redemption and the amounts necessary for redemption  thereof shall have been
paid to the Holders in accordance with the terms of the  Securities.  As soon as
practicable  after  the  dissolution  of the Trust  and upon  completion  of the
winding  up of the  Trust,  the  Trust  shall  terminate  upon the  filing  of a
certificate  of  cancellation  with  the  Secretary  of  State  of the  State of
Delaware.

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

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

      Upon any such  Liquidation of the Trust  involving a  distribution  of the
Debentures,  if at the time of such  Liquidation,  the Capital  Securities  were
rated by at least one nationally


                                     A-I-6
<PAGE>

recognized  statistical rating  organization,  the Debenture Issuer will use its
reasonable  best  efforts  to  obtain  from at least  one  such or other  rating
organization a rating for the Debentures.

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

      4. Redemption and Distribution.

      (a) The  Debentures  will mature on July 7, 2035.  The  Debentures  may be
redeemed by the Debenture  Issuer,  in whole or in part, on any January 7, April
7, July 7 or October 7 on or after July 7, 2010 at the  Redemption  Price,  upon
not less than 30 nor more than 60 days' notice to Holders of such Debentures. In
addition,  upon the occurrence and  continuation  of a Tax Event,  an Investment
Company Event or a Capital  Treatment  Event,  the Debentures may be redeemed by
the Debenture  Issuer in whole or in part, at any time within 90 days  following
the occurrence of such Tax Event,  Investment Company Event or Capital Treatment
Event,  as the case  may be (the  "Special  Redemption  Date"),  at the  Special
Redemption Price, upon not less than 30 nor more than 60 days' notice to Holders
of the Debentures so long as such Tax Event, Investment Company Event or Capital
Treatment  Event, as the case may be, is continuing.  In each case, the right of
the Debenture Issuer to redeem the Debentures is subject to the Debenture Issuer
having received prior approval from any regulatory authority having jurisdiction
over the Debenture  Issuer,  if such approval is then required under  applicable
capital guidelines or policies of such regulatory authority.

      "Tax Event" means the receipt by the Debenture  Issuer and the Trust of an
opinion of counsel  experienced  in such matters to the effect that, as a result
of any amendment to or change  (including any announced  prospective  change) in
the laws or any  regulations  thereunder  of the United  States or any political
subdivision  or  taxing  authority  thereof  or  therein,  or as a result of any
official  administrative  pronouncement  (including  any private  letter ruling,
technical advice memorandum,  regulatory procedure,  notice or announcement) (an
"Administrative Action") or judicial decision interpreting or applying such laws
or  regulations,  regardless of whether such  Administrative  Action or judicial
decision is issued to or in connection with a proceeding involving the Debenture
Issuer  or the Trust and  whether  or not  subject  to review or  appeal,  which
amendment,  clarifcation,  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


                                     A-I-7
<PAGE>

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

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

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

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

      "Redemption  Price" means 100% of the principal  amount of the  Debentures
being  redeemed  plus  accrued  and unpaid  interest on such  Debentures  to the
Redemption  Date or,  in the case of a  redemption  due to the  occurrence  of a
Special Event, to the Special Redemption Date if such Special Redemption Date is
on or after July 7, 2010.


                                     A-I-8
<PAGE>

      "Special  Redemption  Price" means (1) if the Special  Redemption  Date is
before July 7, 2010, One Hundred Five Percent (105%) of the principal  amount to
be redeemed  plus any accrued  and unpaid  interest  thereon to the date of such
redemption and (2) if the Special  Redemption  Date is on or after July 7, 2010,
the Redemption Price for such Special Redemption Date.

      "Redemption  Date"  means the date  fixed for the  redemption  of  Capital
Securities,  which  shall be any  January  7, April 7, July 7 or October 7 on or
after July 7, 2010.

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

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

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

      (e) Redemption or Distribution Procedures.

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

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


                                     A-I-9
<PAGE>

                  (iii) If the Securities are to be redeemed and the Trust gives
            a Redemption/Distribution Notice, which notice may only be issued if
            the  Debentures  are  redeemed  as set out in this  Section 4 (which
            notice will be irrevocable),  then, provided, that the Institutional
            Trustee  has a  sufficient  amount  of cash in  connection  with the
            related redemption or maturity of the Debentures,  the Institutional
            Trustee will, with respect to Book-Entry Capital Securities,  on the
            Redemption   Date  or  Special   Redemption   Date,  as  applicable,
            irrevocably  deposit with the Depositary for such Book-Entry Capital
            Securities,  to the extent available therefore,  funds sufficient to
            pay the relevant  Redemption Price or Special  Redemption  Price, as
            applicable,  and will give such Depositary irrevocable  instructions
            and  authority  to pay the  Redemption  Price or Special  Redemption
            Price, as applicable, to the Owners of the Capital Securities.  With
            respect  to  Capital  Securities  that  are not  Book-Entry  Capital
            Securities,  the  Institutional  Trustee  will  pay,  to the  extent
            available  therefore,  the  relevant  Redemption  Price  or  Special
            Redemption  Price, as applicable,  to the Holders of such Securities
            by check mailed to the address of each such Holder  appearing on the
            books  and  records  of the  Trust  on  the  redemption  date.  If a
            Redemption/Distribution  Notice  shall  have  been  given  and funds
            deposited  as  required,  then  immediately  prior  to the  close of
            business on the date of such  deposit,  Distributions  will cease to
            accrue on the  Securities so called for redemption and all rights of
            Holders of such  Securities  so called for  redemption  will  cease,
            except the right of the  Holders of such  Securities  to receive the
            applicable   Redemption  Price  or  Special   Redemption  Price,  as
            applicable,  specified  in  Section  4(a).  If any  date  fixed  for
            redemption  of Securities is not a Business Day, then payment of any
            such Redemption  Price or Special  Redemption  Price, as applicable,
            payable on such date will be made on the next succeeding day that is
            a Business Day except that,  if such  Business Day falls in the next
            calendar  year,  such  payment  will  be  made  on  the  immediately
            preceding  Business Day, in each case with the same force and effect
            as if made on such date  fixed for  redemption.  If  payment  of the
            Redemption  Price or Special  Redemption  Price,  as applicable,  in
            respect of any Securities is improperly  withheld or refused and not
            paid  either by the Trust or by the  Debenture  Issuer as  guarantor
            pursuant to the Guarantee,  Distributions  on such  Securities  will
            continue  to accrue at the then  applicable  rate from the  original
            redemption  date to the actual  date of  payment,  in which case the
            actual payment date will be considered the date fixed for redemption
            for  purposes  of  calculating  the  Redemption   Price  or  Special
            Redemption  Price, as applicable.  In the event of any redemption of
            the Capital  Securities issued by the Trust in part, the Trust shall
            not be required to (i) issue,  register  the transfer of or exchange
            any Security during a period beginning at the opening of business 15
            days before any selection for  redemption of the Capital  Securities
            and ending at the close of  business on the  earliest  date on which
            the relevant  notice of  redemption  is deemed to have been given to
            all  Holders of the  Capital  Securities  to be so  redeemed or (ii)
            register  the  transfer of or exchange  any  Capital  Securities  so
            selected  for  redemption,  in  whole  or in  part,  except  for the
            unredeemed portion of any Capital Securities being redeemed in part.


                                     A-I-10
<PAGE>

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

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

      5. Voting Rights - Capital Securities.

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

      (b)  Subject  to  the  requirements  of  obtaining  a tax  opinion  by the
Institutional Trustee in certain circumstances set forth in the last sentence of
this paragraph,  the Holders of a Majority in liquidation  amount of the Capital
Securities,  voting  separately  as a class,  have the right to direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies
available  under the Indenture as the holder of the  Debentures,  (ii) waive any
past default that is waivable under the  Indenture,  (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and  payable  or (iv)  consent on behalf of all the  Holders of the  Capital
Securities to any amendment,  modifcation or termination of the Indenture or the
Debentures where such consent shall be required;  provided, however, that, where
a consent or action under the Indenture  would require the consent or act of the
holders of greater than a simple  majority in principal  amount of Debentures (a
"Super Majority") affected thereby, the Institutional Trustee may only give such
consent or take such action at the written  direction of the Holders of not less
than the proportion in liquidation amount of the Capital Securities  outstanding
which the relevant Super Majority  represents of the aggregate  principal amount
of the Debentures outstanding. If the Institutional Trustee fails to enforce its
rights under the Debentures  after the Holders of a Majority or Super  Majority,
as the case may be, in  liquidation  amount of such Capital  Securities  have so
directed the  Institutional  Trustee,  to the fullest extent permitted by law, a
Holder of the  Capital  Securities  may  institute a legal  proceeding  directly
against the Debenture Issuer to enforce the Institutional Trustee's rights under
the  Debentures  without  first  instituting  any legal  proceeding  against the
Institutional  Trustee  or any  other  person  or  entity.  Notwithstanding  the
foregoing,  if an Event of Default has occurred and is continuing and such event
is  attributable  to the  failure of the  Debenture  Issuer to pay  interest  or
premium,  if any, on or principal of the  Debentures on the date such  interest,
premium,  if any, on or principal is payable (or in the case of redemption,  the
redemption date), then a Holder of record of the Capital Securities may directly
institute a proceeding for  enforcement  of payment,  on or after the respective
due dates specified in the


                                     A-I-11
<PAGE>

Debentures,  to such Holder directly of the principal of or premium,  if any, or
interest on the  Debentures  having an aggregate  principal  amount equal to the
aggregate  liquidation  amount of the Capital  Securities  of such  Holder.  The
Institutional  Trustee shall notify all Holders of the Capital Securities of any
default  actually  known  to  the  Institutional  Trustee  with  respect  to the
Debentures  unless (x) such  default  has been cured prior to the giving of such
notice  or (y) the  Institutional  Trustee  determines  in good  faith  that the
withholding  of such notice is in the  interest  of the Holders of such  Capital
Securities,  except where the default  relates to the payment of principal of or
interest on any of the  Debentures.  Such notice shall state that such Indenture
Event of Default also  constitutes  an Event of Default  hereunder.  Except with
respect to directing the time, method and place of conducting a proceeding for a
remedy, the Institutional Trustee shall not take any of the actions described in
clause (i), (ii) or (iii) above unless the Institutional Trustee has obtained an
opinion of tax counsel to the effect that, as a result of such action, the Trust
will not be classified  as other than a grantor trust for United States  federal
income tax purposes.

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

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

      Notwithstanding  that  Holders of the Capital  Securities  are entitled to
vote or  consent  under any of the  circumstances  described  above,  any of the
Capital Securities that are owned by


                                     A-I-12
<PAGE>

the Sponsor or any Affiliate of the Sponsor shall not entitle the Holder thereof
to vote or consent and shall,  for purposes of such vote or consent,  be treated
as if such Capital Securities were not outstanding.

      In no event will Holders of the Capital  Securities have the right to vote
to appoint, remove or replace the Administrators, which voting rights are vested
exclusively in the Sponsor as the Holder of all of the Common  Securities of the
Trust.  Under certain  circumstances as more fully described in the Declaration,
Holders  of  Capital  Securities  have the right to vote to  appoint,  remove or
replace the Institutional  Trustee and the Delaware Trustee.  6. Voting Rights -
Common Securities.

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

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

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


                                     A-I-13
<PAGE>

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

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

      7. Amendments to Declaration and Indenture.

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

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

      (c)  Notwithstanding  the foregoing,  no amendment or modification  may be
made to the  Declaration if such  amendment or  modifcation  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


                                     A-I-14
<PAGE>

deemed an  "investment  company"  which is required to be  registered  under the
Investment Company Act.

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

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

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

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

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

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

                                     A-I-15
<PAGE>

                                   EXHIBIT A-1
                      FORM OF CAPITAL SECURITY CERTIFICATE
                           [FORM OF FACE OF SECURITY]

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

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

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR ANY  STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE  DEBENTURE  ISSUER OR THE TRUST,  (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"),  TO A PERSON THE HOLDER  REASONABLY  BELIEVES IS A
"QUALIFIED  INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C) PURSUANT
TO AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT TO AN
"ACCREDITED  INVESTOR"  WITHIN THE MEANING OF SUBPARAGRAPH  (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE  SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT,  OR FOR THE ACCOUNT OF AN  "ACCREDITED  INVESTOR,"  FOR  INVESTMENT
PURPOSES AND NOT WITH A VIEW


                                     A-1-1
<PAGE>

TO, OR FOR OFFER OR SALE IN CONNECTION  WITH, ANY  DISTRIBUTION  IN VIOLATION OF
THE  SECURITIES  ACT, OR (D) PURSUANT TO ANOTHER  AVAILABLE  EXEMPTION  FROM THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  DEBENTURE
ISSUER'S  AND THE  TRUST'S  RIGHT  PRIOR TO ANY  SUCH  OFFER,  SALE OR  TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION  AND/OR  OTHER  INFORMATION   SATISFACTORY  TO  EACH  OF  THEM  IN
ACCORDANCE  WITH THE AMENDED AND RESTATED  DECLARATION OF TRUST, A COPY OF WHICH
MAY BE  OBTAINED  FROM THE  DEBENTURE  ISSUER OR THE  TRUST.  THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

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

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

      IN CONNECTION WITH ANY TRANSFER,  THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY
THE AMENDED AND RESTATED


                                     A-1-2
<PAGE>

DECLARATION  OF TRUST TO CONFIRM THAT THE TRANSFER  COMPLIES  WITH THE FOREGOING
RESTRICTIONS.

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


                                     A-1-3
<PAGE>

Certificate Number [P-001]                    Number of Capital Securities 7,500

                    Certificate Evidencing Capital Securities

                                       of

                        Matrix Bancorp Capital Trust VIII

                               Capital Securities

                (liquidation amount $1,000 per Capital Security)

      Matrix  Bancorp  Capital  Trust VIII, a statutory  trust created under the
laws of the State of Delaware (the  "Trust"),  hereby  certifies that Cede & Co.
(the  "Holder"),  as  nominee on behalf of The  Depository  Trust  Company  (the
"Holder"),  is the  registered  owner of 7,500  capital  securities of the Trust
representing  undivided  beneficial  interests  in  the  assets  of  the  Trust,
designated  the  Capital  Securities  (liquidation  amount  $1,000  per  Capital
Security) (the "Capital  Securities").  Subject to the  Declaration  (as defined
below),  the Capital Securities are transferable on the books and records of the
Trust,  in person  or by a duly  authorized  attorney,  upon  surrender  of this
Certificate  duly  endorsed  and  in  proper  form  for  transfer.  The  Capital
Securities  represented  hereby are  issued  pursuant  to, and the  designation,
rights, privileges, restrictions,  preferences and other terms and provisions of
the Capital  Securities  shall in all respects be subject to, the  provisions of
the Amended and Restated Declaration of Trust of the Trust, dated as of June 30,
2005,  among David W. Kloos and T. Allen  McConnell,  as  Administrators,  Wells
Fargo Delaware Trust Company,  as Delaware Trustee,  Wells Fargo Bank,  National
Association, as Institutional Trustee, Matrix Bancorp, Inc., as Sponsor, and the
holders from time to time of undivided beneficial interests in the assets of the
Trust,  including the designation of the terms of the Capital  Securities as set
forth in Annex I to the  Declaration,  as the same may be  amended  from time to
time (the  "Declaration").  Capitalized  terms used herein but not defined shall
have the meaning  given them in the  Declaration.  The Holder is entitled to the
benefits of the  Guarantee  to the extent  provided  therein.  The Sponsor  will
provide a copy of the  Declaration,  the  Guarantee,  and the  Indenture  to the
Holder without charge upon written request to the Sponsor at its principal place
of business.

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

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

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


                                     A-1-4
<PAGE>

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


                                               Matrix Bancorp Capital Trust VIII


                                               By:______________________________
                                                  Name:_________________________
                                                  Title: Administrator

                                               Dated:___________________________


                          CERTIFICATE OF AUTHENTICATION

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

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


                                               By:______________________________
                                                  Authorized Officer

                                               Dated:___________________________


                                     A-1-5
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

      Distributions  payable on each Capital Security will be payable at a fixed
rate of 5.86% (the "Fixed Rate") per annum from June 30, 2005 until July 7, 2010
(the  "Fixed  Rate  Period")  and  thereafter  at a  variable  per annum rate of
interest,  reset quarterly,  equal to LIBOR (as defined in the Declaration) plus
1.69% (the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital
Security (provided,  however,  that the Coupon Rate for any Distribution Payment
Period may not exceed the highest  rate  permitted  by New York law, as the same
may be modified by United States law of general applicability), such Coupon Rate
being  the  rate  of  interest  payable  on the  Debentures  to be  held  by the
Institutional  Trustee.  Distributions  in arrears  for more than one  quarterly
period will bear interest  thereon  compounded  quarterly at the then applicable
Coupon Rate (defined to include the Fixed Rate and Coupon Rate,  as  applicable)
for each such quarterly  period (to the extent permitted by applicable law). The
term  "Distributions"  as used  herein  includes  cash  distributions,  any such
compounded  distributions and any Additional  Interest payable on the Debentures
unless  otherwise  stated.  A  Distribution  is payable  only to the extent that
payments are made in respect of the Debentures held by the Institutional Trustee
and to the extent the  Institutional  Trustee has funds legally available in the
Property  Account  therefor.  During  the  Fixed  Rate  Period,  the  amount  of
Distributions  payable for any period will be  computed  for any full  quarterly
Distribution  period on the basis of a 360-day year of twelve  30-day months and
the amount  payable for any partial period shall be computed on the basis of the
number  of  days  elapsed  in a  360-day  year of  twelve  30-day  months.  Upon
expiration of the Fixed Rate Period, distributions will be computed on the basis
of a  360-day  year  and the  actual  number  of days  elapsed  in the  relevant
Distribution Payment Period.

      Except  as  otherwise  described  below,   Distributions  on  the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be  payable  quarterly  in  arrears  on  January 7, April 7, July 7 and
October 7 of each year,  commencing  on October 7, 2005 (each,  a  "Distribution
Payment Date").  Upon submission of Notice,  the Debenture  Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending
the interest  distribution  period for up to 20  consecutive  quarterly  periods
(each,  an  "Extension  Period")  at any  time  and  from  time  to  time on the
Debentures,  subject to the conditions  described below,  during which Extension
Period no interest shall be due and payable (except any Additional Interest that
may be due and payable).  During any Extension Period, interest will continue to
accrue on the  Debentures,  and interest on such accrued  interest (such accrued
interest and interest  thereon  referred to herein as "Deferred  Interest") will
accrue at an  annual  rate  equal to the  Coupon  Rate in  effect  for each such
Extension  Period,  compounded  quarterly  from the date such Deferred  Interest
would have been  payable  were it not for the  Extension  Period,  to the extent
permitted  by  law.  No  Extension  Period  may  end  on a  date  other  than  a
Distribution  Payment  Date.  At the  end  of any  such  Extension  Period,  the
Debenture Issuer shall pay all Deferred  Interest then accrued and unpaid on the
Debentures;  provided,  however,  that no Extension Period may extend beyond the
Maturity  Date,  Redemption  Date  or  Special  Redemption  Date.  Prior  to the
termination  of any Extension  Period,  the Debenture  Issuer may further extend
such period,  provided,  that such period  together  with all such  previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all Deferred  Interest,  the Debenture
Issuer  may  commence  a  new  Extension   Period,   subject  to  the  foregoing
requirements.  No interest or Deferred Interest (except any Additional  Interest
that


                                     A-1-6
<PAGE>

may be due and payable)  shall be due and payable  during an  Extension  Period,
except  at the end  thereof,  but  Deferred  Interest  shall  accrue  upon  each
installment  of interest that would  otherwise  have been due and payable during
such  Extension  Period until such  installment  is paid. If  Distributions  are
deferred,  the  Distributions  due  shall be paid on the date  that the  related
Extension  Period  terminates to Holders of the Securities as they appear on the
books and records of the Trust on the record  date  immediately  preceding  such
date.  Distributions  on the Securities must be paid on the dates payable (after
giving  effect to any  Extension  Period) to the extent that the Trust has funds
legally available for the payment of such  distributions in the Property Account
of the Trust. The Trust's funds available for Distribution to the Holders of the
Securities will be limited to payments received from the Debenture  Issuer.  The
payment of  Distributions  out of moneys held by the Trust is  guaranteed by the
Guarantor pursuant to the Guarantee.

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


                                     A-1-7
<PAGE>

                                   ASSIGNMENT

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

______________________________

______________________________

______________________________


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

______________________________

______________________________

______________________________


(Insert address and zip code of assignee),

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

                        Date:_______________________________________

                        Signature:_________________________________

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

             Signature Guarantee:(1) _________________________________






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


                                     A-1-8
<PAGE>

                                   EXHIBIT A-2
                       FORM OF COMMON SECURITY CERTIFICATE

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

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


                                     A-2-1
<PAGE>

Certificate Number [C-001]                       Number of Common Securities 232

                    Certificate Evidencing Common Securities
                                       of
                        Matrix Bancorp Capital Trust VIII

      Matrix  Bancorp  Capital  Trust VIII, a statutory  trust created under the
laws of the State of  Delaware  (the  "Trust"),  hereby  certifies  that  Matrix
Bancorp, Inc. (the "Holder") is the registered owner of 232 common securities of
the Trust representing undivided beneficial interests in the assets of the Trust
(liquidation amount $1,000 per Common Security) (the "Common  Securities").  The
Common   Securities   represented   hereby  are  issued  pursuant  to,  and  the
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions  of the Common  Securities  shall in all  respects be subject to, the
provisions of the Amended and Restated  Declaration of Trust of the Trust, dated
as of  June  30,  2005,  among  David  W.  Kloos  and  T.  Allen  McConnell,  as
Administrators,  Wells Fargo Delaware Trust Company, as Delaware Trustee,  Wells
Fargo Bank,  National  Association,  as Institutional  Trustee,  the Holder,  as
Sponsor,  and the holders from time to time of undivided beneficial interests in
the assets of the Trust,  including the  designation  of the terms of the Common
Securities  as set  forth  in  Annex I to the  Declaration,  as the  same may be
amended from time to time (the "Declaration"). Capitalized terms used herein but
not defined  shall have the meaning given them in the  Declaration.  The Sponsor
will provide a copy of the  Declaration  and the Indenture to the Holder without
charge upon written request to the Sponsor at its principal place of business.

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

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

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

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


                                     A-2-2
<PAGE>

      IN WITNESS WHEREOF, the Trust has executed this certificate June 30, 2005.


                                               Matrix Bancorp Capital Trust VIII


                                               By:______________________________
                                                  Name:_________________________
                                                  Title: Administrator


                                     A-2-3
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

      Distributions  payable on each Common Security will be identical in amount
to the Distributions payable on each Capital Security,  which is at a fixed rate
of 5.86% (the "Fixed Rate") per annum from June 30, 2005 until July 7, 2010 (the
"Fixed Rate  Period") and  thereafter  at a variable per annum rate of interest,
reset quarterly,  equal to LIBOR (as defined in the Declaration) plus 1.69% (the
"Coupon Rate") of the stated  liquidation  amount of $1,000 per Capital Security
(provided, however, that the Coupon Rate for any Distribution Payment Period may
not  exceed  the  highest  rate  permitted  by New York law,  as the same may be
modified by United States law of general applicability),  such Coupon Rate being
the rate of interest  payable on the Debentures to be held by the  Institutional
Trustee.  Distributions  in arrears for more than one quarterly period will bear
interest  thereon  compounded  quarterly  at the  then  applicable  Coupon  Rate
(defined to include the Fixed Rate and Coupon Rate, as applicable) for each such
quarterly  period  (to  the  extent  permitted  by  applicable  law).  The  term
"Distributions" as used herein includes cash distributions,  any such compounded
distributions  and any  Additional  Interest  payable on the  Debentures  unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the  Institutional  Trustee and to the
extent the  Institutional  Trustee has funds  legally  available in the Property
Account  therefor.  During the Fixed Rate  Period,  the amount of  Distributions
payable for any period will be computed for any quarterly Distribution period on
the basis of a 360-day year of twelve  30day  months and the amount  payable for
any partial  period shall be computed on the basis of the number of days elapsed
in a 360-day year of twelve  30-day  months.  Upon  expiration of the Fixed Rate
Period, the amount of distributions payable for any full quarterly  Distribution
period will be computed on the basis of a 360-day year and the actual  number of
days elapsed in the relevant Distribution Payment Period.

      Except  as  otherwise   described  below,   Distributions  on  the  Common
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be  payable  quarterly  in  arrears  on  January 7, April 7, July 7 and
October 7 of each year,  commencing  on October 7, 2005 (each,  a  "Distribution
Payment Date").  Upon submission of Notice,  the Debenture  Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending
the interest  distribution  period for up to 20  consecutive  quarterly  periods
(each,  an  "Extension  Period")  at any  time  and  from  time  to  time on the
Debentures,  subject to the conditions  described below,  during which Extension
Period no interest shall be due and payable (except any Additional Interest that
may be due and payable).  During any Extension Period, interest will continue to
accrue on the  Debentures,  and interest on such accrued  interest (such accrued
interest and interest  thereon  referred to herein as "Deferred  Interest") will
accrue at an  annual  rate  equal to the  Coupon  Rate in  effect  for each such
Extension  Period,  compounded  quarterly  from the date such Deferred  Interest
would have been  payable  were it not for the  Extension  Period,  to the extent
permitted  by  law.  No  Extension  Period  may  end  on a  date  other  than  a
Distribution  Payment  Date.  At the  end  of any  such  Extension  Period,  the
Debenture Issuer shall pay all Deferred  Interest then accrued and unpaid on the
Debentures;  provided,  however,  that no Extension Period may extend beyond the
Maturity  Date,  Redemption  Date  or  Special  Redemption  Date.  Prior  to the
termination  of any Extension  Period,  the Debenture  Issuer may further extend
such period,  provided,  that such period  together  with all such  previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension Period and upon the payment


                                     A-2-4
<PAGE>

of all Deferred  Interest,  the  Debenture  Issuer may commence a new  Extension
Period, subject to the foregoing requirements.  No interest or Deferred Interest
(except any  Additional  Interest that may be due and payable)  shall be due and
payable  during an Extension  Period,  except at the end  thereof,  but Deferred
Interest  shall accrue upon each  installment  of interest that would  otherwise
have been due and payable during such Extension Period until such installment is
paid. If Distributions are deferred,  the Distributions due shall be paid on the
date that the related  Extension Period  terminates to Holders of the Securities
as they  appear  on the  books  and  records  of the  Trust on the  record  date
immediately preceding such date.

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

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


                                     A-2-5
<PAGE>

                                   ASSIGNMENT

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

______________________________

______________________________

______________________________


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

______________________________

______________________________

______________________________


(Insert address and zip code of assignee),

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

                        Date:_______________________________________

                        Signature:_________________________________

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

             Signature Guarantee:(1) _________________________________






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


                                      C-1