<PAGE>

                                                                     Exhibit 4.2

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                         FLORIDA BANKS CAPITAL TRUST II

                           Dated as of April 10, 2002

<PAGE>

                                                                     Exhibit 4.2

                                TABLE OF CONTENTS

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

ARTICLE II              ORGANIZATION..............................................................8
   Section 2.1    Name............................................................................8
   -----------    ----
   Section 2.2    Office..........................................................................8
   -----------    ------
   Section 2.3    Purpose.........................................................................9
   -----------    -------
   Section 2.4    Authority.......................................................................9
   -----------    ---------
   Section 2.5    Title to Property of the Trust..................................................9
   -----------    ------------------------------
   Section 2.6    Powers and Duties of the Trustees and the Administrators........................9
   -----------    --------------------------------------------------------
   Section 2.7    Prohibition of Actions by the Trust and the Trustees...........................13
   -----------    ----------------------------------------------------
   Section 2.8    Powers and Duties of the Institutional Trustee.................................14
   -----------    ----------------------------------------------
   Section 2.9    Certain Duties and Responsibilities of the Trustees and the Administrators.....16
   -----------    --------------------------------------------------------------------------
   Section 2.10   Certain Rights of Institutional Trustee........................................17
   ------------   ---------------------------------------
   Section 2.11   Delaware Trustee...............................................................20
   ------------   ----------------
   Section 2.12   Execution of Documents.........................................................20
   ------------   ----------------------
   Section 2.13   Not Responsible for Recitals or Issuance of Securities.........................20
   ------------   ------------------------------------------------------
   Section 2.14   Duration of Trust..............................................................20
   ------------   -----------------
   Section 2.15   Mergers........................................................................20
   ------------   -------

ARTICLE III             SPONSOR..................................................................22
   Section 3.1    Sponsor's Purchase of Common Securities........................................22
   -----------    ---------------------------------------
   Section 3.2    Responsibilities of the Sponsor................................................22
   -----------    -------------------------------

ARTICLE IV              TRUSTEES AND ADMINISTRATORS..............................................23
   Section 4.1    Number of Trustees.............................................................23
   -----------    ------------------
   Section 4.2    Delaware Trustee...............................................................23
   -----------    ----------------
   Section 4.3    Institutional Trustee; Eligibility.............................................23
   -----------    ----------------------------------
   Section 4.4    Certain Qualifications of the Delaware Trustee Generally.......................24
   -----------    --------------------------------------------------------
   Section 4.5    Administrators.................................................................24
   -----------    --------------
   Section 4.6    Initial Delaware Trustee.......................................................24
   -----------    ------------------------
   Section 4.7    Appointment, Removal and Resignation of the Trustees and the Administrators....24
   -----------    ---------------------------------------------------------------------------
   Section 4.8    Vacancies Among Trustees.......................................................26
   -----------    ------------------------
   Section 4.9    Effect of Vacancies............................................................26
   -----------    -------------------
   Section 4.10   Meetings of the Trustees and the Administrators................................26
   ------------   -----------------------------------------------
   Section 4.11   Delegation of Power............................................................27
   ------------   -------------------
   Section 4.12   Merger, Conversion, Consolidation or Succession to Business....................27
   ------------   -----------------------------------------------------------

ARTICLE V               DISTRIBUTIONS............................................................27
   Section 5.1    Distributions..................................................................27
   -----------    -------------
</TABLE>


                                    i

<PAGE>

<TABLE>
<S>                                                                                              <C>
ARTICLE VI              ISSUANCE OF SECURITIES...................................................28
   Section 6.1    General Provisions Regarding Securities........................................28
   -----------    ---------------------------------------
   Section 6.2    Paying Agent, Transfer Agent, Calculation Agent and Registrar..................29
   -----------    -------------------------------------------------------------
   Section 6.3    Form and Dating................................................................29
   -----------    ---------------
   Section 6.4    Mutilated, Destroyed, Lost or Stolen Certificates..............................30
   -----------    -------------------------------------------------
   Section 6.5    Temporary Securities...........................................................30
   -----------    --------------------
   Section 6.6    Cancellation...................................................................30
   -----------    ------------
   Section 6.7    Rights of Holders; Waivers of Past Defaults....................................30
   -----------    -------------------------------------------

ARTICLE VII             DISSOLUTION AND TERMINATION OF TRUST.....................................32
   Section 7.1    Dissolution and Termination of Trust...........................................32
   -----------    ------------------------------------

ARTICLE VIII            TRANSFER OF INTERESTS....................................................33
   Section 8.1    General........................................................................33
   -----------    -------
   Section 8.2    Transfer Procedures and Restrictions...........................................34
   -----------    ------------------------------------
   Section 8.3    Deemed Security Holders........................................................36
   -----------    -----------------------

ARTICLE IX              LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS.....37
   Section 9.1    Liability......................................................................37
   -----------    ---------
   Section 9.2    Exculpation....................................................................37
   -----------    -----------
   Section 9.3    Fiduciary Duty.................................................................38
   -----------    --------------
   Section 9.4    Indemnification................................................................38
   -----------    ---------------
   Section 9.5    Outside Businesses.............................................................41
   -----------    ------------------
   Section 9.6    Compensation; Fee..............................................................42
   -----------    -----------------

ARTICLE X               ACCOUNTING...............................................................42
   Section 10.1   Fiscal Year....................................................................42
   ------------   -----------
   Section 10.2   Certain Accounting Matters.....................................................42
   ------------   --------------------------
   Section 10.3   Banking........................................................................43
   ------------   -------
   Section 10.4   Withholding....................................................................43
   ------------   -----------

ARTICLE XI              AMENDMENTS AND MEETINGS..................................................44
   Section 11.1   Amendments.....................................................................44
   ------------   ----------
   Section 11.2   Meetings of the Holders of the Securities; Action by Written Consent...........45
   ------------   --------------------------------------------------------------------

ARTICLE XII             REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE............47
   Section 12.1   Representations and Warranties of Institutional Trustee........................47
   ------------   -------------------------------------------------------
   Section 12.2   Representations and Warranties of Delaware Trustee.............................48
   ------------   --------------------------------------------------

ARTICLE XIII            MISCELLANEOUS............................................................48
   Section 13.1   Notices........................................................................48
   ------------   -------
   Section 13.2   Governing Law..................................................................50
   ------------   -------------
   Section 13.3   Submission to Jurisdiction.....................................................50
   ------------   --------------------------
   Section 13.4   Intention of the Parties.......................................................50
   ------------   ------------------------
   Section 13.5   Headings.......................................................................50
   ------------   --------
</TABLE>


                                    ii

<PAGE>

<TABLE>
<S>                                                                                              <C>
   Section 13.6   Successors and Assigns.........................................................50
   ------------   ----------------------
   Section 13.7   Partial Enforceability.........................................................51
   ------------   ----------------------
   Section 13.8   Counterparts...................................................................51
   ------------   ------------
</TABLE>

                        ANNEXES AND EXHIBITS

ANNEX I       Terms of Floating Rate TRUPS(R)and Floating Rate Common Securities

EXHIBIT A-1   Form of Capital Securities Certificate
EXHIBIT A-2   Form of Common Security Certificate
EXHIBIT B     Form of Transferee Certificate to be Executed by Transferees
              Other than QIBs
EXHIBIT C     Form of Transferor Certificate to be Executed for QIBs


                                      iii

<PAGE>

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                         FLORIDA BANKS CAPITAL TRUST II

                                 April 10, 2002

     AMENDED AND RESTATED DECLARATION OF TRUST (this  "Declaration"),  dated and
effective  as of April 10,  2002,  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  Florida Banks Capital Trust II (the "Trust"),  a statutory business
trust  under  the  Business  Trust  Act  (as  defined  herein),  pursuant  to  a
Declaration of Trust,  dated as of March 25, 2002 (the "Original  Declaration"),
and a  Certificate  of Trust filed with the  Secretary  of State of the State of
Delaware on March 25, 2002, for the sole purpose of issuing and selling  certain
securities  representing  undivided  beneficial  interests  in the assets of the
Trust and investing the proceeds thereof in certain  debentures of the Debenture
Issuer (as defined herein) in connection with the MM Community  Funding III, Ltd
transaction;

     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  business  trust under the Business  Trust Act and that
this Declaration constitutes the governing instrument of such statutory business
trust,  the Trustees  declare that all assets  contributed  to the Trust will be
held in  trust  for the  benefit  of the  holders,  from  time to  time,  of the
securities  representing  undivided  beneficial  interests  in the assets of the
Trust issued hereunder,  subject to the provisions of this Declaration,  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;


                                       1

<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 Charles E. Hughes, Jr. and T. Edwin Stinson,
Jr., solely in such Person's  capacity as Administrator of the Trust created and
continued  hereunder  and  not in such  Person's  individual  capacity,  or such
Administrator's  successor  in  interest  in  such  capacity,  or any  successor
appointed as herein provided.

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

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

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

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

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


                                       2

<PAGE>

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

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

     "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 a Capital Security substantially in the form
of Exhibit A-1.

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

     "Certificate" means any certificate evidencing Securities.

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

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

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

     "Commission" means the 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.

     "Comparable  Treasury Issue" has the meaning set forth in paragraph 4(a) of
Annex I.

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

     "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 Rodney Square North, 1100 North Market Street,  Wilmington,  Delaware
19890-0001, Attention: Corporate Trust Administration.

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


                                       3

<PAGE>

     "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  Florida  Banks,  Inc., a bank  holding  company
incorporated in Florida,  in its capacity as issuer of the Debentures  under the
Indenture.

     "Debenture  Trustee" means  Wilmington  Trust Company,  a Delaware  banking
corporation,  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 Floating Rate Junior  Subordinated  Debt Securities
due 2032 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 in effect for each such Extension Period, compounded
semi-annually from the date on which such Deferred Interest would otherwise have
been due and payable until paid or made available for payment.

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

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

     "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.

     "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.

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

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


                                       4

<PAGE>

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

     "Guarantee" means the Guarantee  Agreement,  dated as of April 10, 2002, 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 Business Trust Act.

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

     "Indenture"  means the  Indenture,  dated as of April 10,  2002,  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.

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

     "Interest" means any interest due on the Debentures, including any Deferred
Interest and Defaulted Interest (as each such term is defined in the Indenture).

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

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

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

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

     "LIBOR" means the London  Interbank  Offered Rate for six-month 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


                                       5

<PAGE>

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.

     "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:

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

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

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

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

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

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

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

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

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

     "Primary  Treasury  Dealer" has the meaning set forth in paragraph  4(a) of
Annex 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.

     "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.

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


                                       6

<PAGE>

     "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.

     "Reference  Treasury Dealer" has the meaning set forth in paragraph 4(a) of
Annex I.

     "Reference  Treasury  Dealer  Quotations"  has the  meaning  set  forth  in
paragraph 4(a) of Annex I.

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

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

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

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

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

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

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

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

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

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

     "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).


                                       7

<PAGE>

     "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.

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

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

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

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

     "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  "Florida Banks Capital Trust II," 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 5210
Belfort Road, Suite 310,


                                       8

<PAGE>

Jacksonville,   FL  32256.   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 in
the Debentures  and (c) except as otherwise  limited  herein,  to engage in only
those other activities incidental thereto that are deemed necessary or advisable
by the Institutional Trustee,  including,  without limitation,  those activities
specified in this Declaration.  The Trust shall not borrow money,  issue debt or
reinvest  proceeds  derived  from  investments,  pledge  any of its  assets,  or
otherwise  undertake (or permit to be undertaken)  any activity that would cause
the Trust not to be classified  for United States federal income tax purposes as
a grantor trust.

     Section 2.4 Authority. Except as specifically provided in this Declaration,
                 --------
the Institutional  Trustee shall have exclusive and complete  authority to carry
out the  purposes  of the Trust.  An action  taken by a Trustee on behalf of the
Trust and in accordance with such Trustee's  powers shall  constitute the act of
and serve to bind the Trust.  In dealing with the  Trustees  acting on behalf of
the Trust,  no Person  shall be required to inquire  into the  authority  of the
Trustees to bind the Trust.  Persons dealing with the Trust are entitled to rely
conclusively  on the power and  authority  of the  Trustees as set forth in this
Declaration.  The  Administrators  shall have only those ministerial  duties set
forth herein with respect to accomplishing the purposes of the Trust and are not
intended to be trustees or fiduciaries with respect to the Trust or the Holders.
The  Institutional  Trustee  shall  have the right,  but shall not be  obligated
except as  provided  in Section  2.6, to perform  those  duties  assigned to the
Administrators.

     Section 2.5 Title to  Property of the Trust.  Except as provided in Section
                 -------------------------------
2.8 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:

the issuance and sale of the Securities;


                                       9

<PAGE>

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;

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

if and at such time  determined  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;

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

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

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

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

unless otherwise  determined by the Holders of a Majority in liquidation  amount
of the Securities or as otherwise required by the Business 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;

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);

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;

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;

to negotiate  the terms of, and the  execution  and  delivery of, the  Placement
Agreement providing for the sale of the Capital Securities;


                                       10

<PAGE>

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;

to incur  expenses  that are  necessary  or  incidental  to carry out any of the
purposes of the Trust; 12

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

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  business  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:

the establishment of the Property Account;

the receipt of the Debentures;

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

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

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

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

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

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;

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


                                       11

<PAGE>

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 business 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

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

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

          (b) So long as this Declaration  remains in effect,  the Trust (or the
Trustees or  Administrators  acting on behalf of the Trust) shall not  undertake
any business,  activities or transaction  except as expressly provided herein or
contemplated hereby. In particular,  neither the Trustees nor the Administrators
may cause the Trust to (i) acquire any  investments  or engage in any activities
not  authorized by this  Declaration,  (ii) sell,  assign,  transfer,  exchange,
mortgage,  pledge,  set-off or otherwise dispose of any of the Trust Property or
interests  therein,  including to Holders,  except as expressly provided herein,
(iii) take any  action  that  would  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 subject to reimbursement  under
Section  9.6(a),  defend  all  claims  and  demands  of all  Persons at any time
claiming  any lien on any of the Trust  Property  adverse to the interest of the
Trust or the Holders in their capacity as Holders.

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

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

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


                                       12

<PAGE>

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

          (e)  All  expenses  incurred  by the  Administrators  or the  Trustees
pursuant  to this  Section  2.6  shall be  reimbursed  by the  Sponsor,  and the
Trustees shall have no obligations with respect to such expenses.

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

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

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

     Section  2.7  Prohibition  of  Actions  by  the  Trust  and  the  Trustees.
                   ------------------------------------------------------------

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


                                       13

<PAGE>

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

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

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

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

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

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

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

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

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

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

          (c) The Institutional Trustee shall:

               (i)  establish  and  maintain a segregated  non-interest  bearing
     trust account (the "Property  Account") in the United States (as defined in
     Treasury  Regulations  section  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


                                       14

<PAGE>

     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 principal on the  Debentures  on the date such interest or principal
is otherwise  payable (or in the case of redemption,  on the  redemption  date),
then a Holder of the Capital  Securities may directly institute a proceeding for
enforcement  of payment to such  Holder of the  principal  of or interest on the
Debentures having a principal amount equal to the aggregate  liquidation  amount
of the Capital  Securities  of such  Holder (a "Direct  Action") on or after the
respective due date specified in the Debentures.  In connection with such Direct
Action, the rights of the Holders of the Common Securities will be subrogated to
the rights of such Holder of the Capital Securities to the extent of any payment
made by the  Debenture  Issuer to such Holder of the Capital  Securities in such
Direct Action;  provided,  however,  that a Holder of the Common  Securities may
                --------   -------
exercise such right of  subrogation  only if no Event of Default with respect to
the Capital Securities has occurred and is continuing.

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

               (i) the Trust has been completely  liquidated and the proceeds of
     the  liquidation  distributed to the Holders of the Securities  pursuant to
     the terms of the Securities and this Declaration (including Annex I); 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


                                       15

<PAGE>

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
6.7),  the  Institutional  Trustee shall  exercise such of the rights and powers
vested in it by this  Declaration,  and use the same degree of care and skill in
their   exercise,   as  a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of his or her own affairs.

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

          (c) All payments made by the  Institutional  Trustee or a Paying Agent
in respect of the  Securities  shall be made only from the revenue and  proceeds
from the Trust  Property  and only to the extent that there shall be  sufficient
revenue or proceeds from the Trust Property to enable the Institutional  Trustee
or a Paying Agent to make  payments in accordance  with the terms  hereof.  Each
Holder, by its acceptance of a Security,  agrees that it will look solely


                                       16

<PAGE>

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 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  an   Authorized   Officer  of  the
     Institutional  Trustee,  unless it shall be proved  that the  Institutional
     Trustee was negligent in ascertaining the pertinent facts;

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

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

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

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

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

          (a) the Institutional Trustee may conclusively rely and shall fully be
protected in acting or refraining from acting in good faith upon any resolution,
written opinion of counsel,  certificate,  written representation of a Holder or
transferee,  certificate  of  auditors  or  any  other


                                       17

<PAGE>

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  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;


                                       18

<PAGE>

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

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

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

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

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

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

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


                                       19

<PAGE>

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

     Section 2.11 Delaware Trustee.  Notwithstanding any other provision of this
                  ----------------
Declaration  other than Section 4.2, the Delaware  Trustee shall not be entitled
to exercise any powers,  nor shall the  Delaware  Trustee have any of the duties
and  responsibilities of any of the Trustees or the Administrators  described in
this  Declaration  (except as may be  required  under the  Business  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 Section 3807 of
the Business Trust Act.

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

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

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

     Section 2.15 Mergers.
                  -------

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


                                       20

<PAGE>

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

expressly assumes all of the obligations of the Trust under the Securities; or

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
     Debentures,  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 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:

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);

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


                                       21

<PAGE>

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.

                                   ARTICLE III
                                     SPONSOR

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

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

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

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

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


                                       22

<PAGE>

                                   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 Business  Trust Act, one
                 -----------------
Trustee (the "Delaware Trustee") shall be:

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

          (b) if not a natural  person,  an entity which is organized  under the
laws of the United States or any State thereof or the District of Columbia,  has
its principal  place of business in the State of Delaware,  and otherwise  meets
the requirements of applicable law, including Section 3807 of the Business 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 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  publishes reports of condition at least annually,  pursuant to
     law or to  the  requirements  of the  supervising  or  examining  authority
     referred to above, then for the purposes of this Section  4.3(a)(iii),  the
     combined capital and surplus of such corporation  shall be deemed to be its
     combined  capital  and  surplus as set forth in its most  recent  report of
     condition so published.


                                       23

<PAGE>

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

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

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

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

     Section 4.5  Administrators.  Each  Administrator  shall be a U.S.  Person.
                   -------------------------------------------------------------
There  shall  at all  times  be at  least  one  Administrator.  Except  where  a
requirement for action by a specific number of  Administrators  is expressly set
forth in this  Declaration  and except with  respect to any action the taking of
which is the subject of a meeting of the Administrators,  any action required or
permitted  to be taken by the  Administrators  may be taken by, and any power of
the  Administrators  may be  exercised  by, or with the consent of, any one such
Administrator acting alone.

     Section 4.6 Initial Delaware Trustee. The initial Delaware Trustee shall be
                 ------------------------
Wilmington 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.   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.


                                       24

<PAGE>

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

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

          (e)  Notwithstanding  the  foregoing  or any other  provision  of this
Declaration,  in the event a Delaware Trustee who is a natural person dies or is
adjudged by a court to have become  incompetent  or  incapacitated,  the vacancy
created  by  such  death,  incompetence  or  incapacity  may  be  filled  by the
Institutional  Trustee  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,


                                       25

<PAGE>

on  request  of the  Trust or any  successor  Relevant  Trustee,  such  retiring
Relevant  Trustee  shall duly  assign,  transfer  and deliver to such  successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Securities and the Trust
subject to the payment of all unpaid  fees,  expenses  and  indemnities  of such
retiring Relevant Trustee.

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

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

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

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

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

     Section 4.10 Meetings of the Trustees and the  Administrators.  Meetings of
                  ------------------------------------------------
the Trustees or the Administrators shall be held from time to time upon the call
of any Trustee or Administrator, as applicable. Regular meetings of the Trustees
and the Administrators,  respectively,  may be in person in the United States or
by  telephone,  at a place (if  applicable)  and time fixed by resolution of the
Trustees or the Administrators,  as applicable. Notice of any in person meetings
of the  Trustees or the  Administrators  shall be hand  delivered  or  otherwise
delivered  in writing  (including  by  facsimile,  with a hard copy by overnight
courier) not less than 48 hours before such  meeting.  Notice of any  telephonic
meetings of the Trustees or the Administrators or any committee thereof shall be
hand delivered or otherwise delivered in writing (including by facsimile, with a
hard copy by overnight courier) not less than 24 hours before a meeting. Notices
shall contain a brief statement of the time,  place and anticipated  purposes of
the meeting. The presence (whether in person or by telephone) of a Trustee or an
Administrator,  as the case may be, at a meeting  shall  constitute  a waiver of
notice of such meeting except where a Trustee or an  Administrator,  as the case
may  be,  attends  a  meeting  for


                                       26

<PAGE>

the express  purpose of  objecting  to the  transaction  of any  activity on the
ground  that the  meeting  has not been  lawfully  called  or  convened.  Unless
provided  otherwise  in this  Declaration,  any  action of the  Trustees  or the
Administrators,  as the case may be,  may be  taken  at a  meeting  by vote of a
majority of the Trustees or the Administrators  present (whether in person or by
telephone) and eligible to vote with respect to such matter;  provided, that, in
the case of the Administrators, a Quorum is present, or without a meeting by the
unanimous written consent of the Trustees or the Administrators, as the case may
be. Meetings of the Trustees and the Administrators  together shall be held from
time to time upon the call of any Trustee or Administrator.

     Section 4.11 Delegation of Power.
                  -------------------

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

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

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

                                    ARTICLE V
                                  DISTRIBUTIONS

     Section  5.1   Distributions.   Holders  shall  receive   Distributions  in
                    -------------
accordance  with the  applicable  terms  of the  relevant  Holder's  Securities.
Distributions  shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their  respective  terms. If and
to the extent that the Debenture  Issuer makes a payment of interest  (including
any Additional Interest or Deferred Interest) 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.


                                       27

<PAGE>

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

     Section 6.1 General Provisions Regarding Securities.
                 ---------------------------------------

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

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

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

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


                                       28

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


                                       29

<PAGE>

          (b) The  Capital  Securities  are being  offered and sold by the Trust
pursuant to the Placement  Agreement in definitive form,  registered in the name
of the  Holder  thereof,  without  coupons  and with the  Restricted  Securities
Legend.

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

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

          (b) there shall be delivered to the Registrar,  the Administrators and
the Institutional  Trustee such security or indemnity as may be required by them
to keep  each of them  harmless;  then,  in the  absence  of  notice  that  such
Certificate shall have been acquired by a 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  6.4, the  Registrar or the
Administrators  may require the payment of a sum  sufficient to cover any tax or
other  governmental  charge  that may be imposed in  connection  therewith.  Any
duplicate   Certificate   issued  pursuant  to  this  Section  shall  constitute
conclusive evidence of an ownership interest in the relevant  Securities,  as if
originally  issued,  whether or not the lost,  stolen or  destroyed  Certificate
shall be found at any time.

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

     Section  6.6  Cancellation.  The  Administrators  at any time  may  deliver
                   ------------
Securities to the Institutional  Trustee for  cancellation.  The Registrar shall
forward  to the  Institutional  Trustee  any  Securities  surrendered  to it for
registration of transfer, redemption or payment. The Institutional Trustee shall
promptly  cancel  all  Securities  surrendered  for  registration  of  transfer,
payment,  replacement  or  cancellation  and  shall  dispose  of  such  canceled
Securities as the  Administrators  direct.  The Administrators may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Institutional Trustee for cancellation.

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

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


                                       30

<PAGE>

The Securities  shall have no, and the issuance of the  Securities  shall not be
subject to,  preemptive or other similar rights and when issued and delivered to
Holders against  payment of the purchase price therefor,  the Securities will be
fully paid and nonassessable by the Trust.

          (b) For so long as any Capital Securities remain outstanding, if, upon
an Indenture Event of Default, 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  with respect to
the  Debentures has been made and before a judgment or decree for payment of the
money  due has  been  obtained  by the  Debenture  Trustee  as  provided  in the
Indenture, if the Institutional Trustee, subject to the provisions hereof, fails
to annul any such  declaration  and waive such default,  the Holders of 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

all overdue installments of interest on all of the Debentures;

any accrued Deferred Interest on all of the Debentures;

the principal of (and premium,  if any, 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

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 the Debentures that has become due
     solely by such  acceleration,  have been  cured or  waived as  provided  in
     Section 5.07 of the Indenture.

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


                                       31

<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 6.7.

          (f) Except as  otherwise  provided in this Section 6.7, the Holders of
not less than a Majority in liquidation amount of the Capital Securities may, on
behalf of the Holders of all the Capital  Securities,  waive any past default or
Event of Default and its  consequences.  Upon such  waiver,  any such default or
Event of  Default  shall  cease to exist,  and any  default  or Event of Default
arising  therefrom shall be deemed to have been cured, for every purpose of this
Declaration,  but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.

                                  ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

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

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

               (i) unless earlier  dissolved,  on April 22, 2037, the expiration
     of the term of the Trust;

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

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

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


                                       32

<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  Business  Trust  Act,  and  subject  to the terms set forth in Annex I, the
Institutional  Trustee  shall  terminate  the Trust by filing a  certificate  of
cancellation with the Secretary of State of the State of Delaware.

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

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

     Section 8.1 General.
                 -------

          (a) Where 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 its  requirements  for  such
transactions are met. To permit  registrations  of transfers and exchanges,  the
Trust shall  issue and the  Institutional  Trustee  shall  authenticate  Capital
Securities at the Registrar's request.

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

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

          (d) The Registrar shall provide for the registration of Securities and
of transfers of Securities,  which will be effected without charge but only upon
payment (with such


                                       33

<PAGE>

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

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

     Section 8.2 Transfer Procedures and Restrictions.
                 ------------------------------------

          (a) The Capital Securities shall bear the Restricted Securities Legend
(as defined below),  which shall not be removed unless there is delivered to the
Trust  such  satisfactory  evidence,  which may  include  an  opinion of counsel
licensed to practice law in the State of New York, 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 and (i) if such Capital  Securities  are being  transferred to a QIB,
accompanied  by a certificate of the  transferor  substantially  in the form set
forth  as  Exhibit  C  hereto  or (ii)  if such  Capital  Securities  are  being
transferred  otherwise  than  to a  QIB,  accompanied  by a  certificate  of the
transferee substantially in the form set forth as Exhibit B hereto.


                                       34

<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 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 REGISTRATION TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF  SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE  SECURITIES ACT
THAT IS ACQUIRING  THE  SECURITY  FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF AN
"ACCREDITED  INVESTOR," FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (D)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  DEBENTURE
ISSUER'S  AND THE  TRUST'S  RIGHT  PRIOR TO ANY  SUCH  OFFER,  SALE OR  TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION  AND/OR  OTHER  INFORMATION   SATISFACTORY  TO  EACH  OF  THEM  IN
ACCORDANCE  WITH THE AMENDED AND RESTATED  DECLARATION OF TRUST, A COPY OF WHICH
MAY BE  OBTAINED  FROM THE  DEBENTURE  ISSUER OR THE  TRUST.  THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

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

     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


                                       35

<PAGE>

PLAN'S  INVESTMENT  IN THE ENTITY AND NO PERSON  INVESTING  "PLAN ASSETS" OF ANY
PLAN MAY ACQUIRE OR HOLD THIS  SECURITY  OR ANY  INTEREST  THEREIN,  UNLESS SUCH
PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE  RELIEF  AVAILABLE  UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED  TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1 OR 84-14 OR ANOTHER  APPLICABLE  EXEMPTION  OR ITS  PURCHASE AND HOLDING OF
THIS  SECURITY IS NOT  PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH  PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF THIS
SECURITY  OR ANY  INTEREST  THEREIN  WILL BE DEEMED TO HAVE  REPRESENTED  BY ITS
PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE  BENEFIT PLAN
WITHIN THE MEANING OF SECTION 3(3) OF ERISA,  OR A PLAN TO WHICH SECTION 4975 OF
THE CODE IS  APPLICABLE,  A  TRUSTEE  OR OTHER  PERSON  ACTING  ON  BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF
ANY  EMPLOYEE  BENEFIT  PLAN OR PLAN TO  FINANCE  SUCH  PURCHASE,  OR (ii)  SUCH
PURCHASE WILL NOT RESULT IN A PROHIBITED  TRANSACTION UNDER SECTION 406 OF ERISA
OR  SECTION  4975 OF THE CODE FOR  WHICH  THERE IS NO  APPLICABLE  STATUTORY  OR
ADMINISTRATIVE EXEMPTION.

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

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

          (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.

     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


                                       36

<PAGE>

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

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

     Section 9.1 Liability.
                 ---------

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

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

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

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

          (c) Pursuant to Section 3803(a) of the Business 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 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  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


                                       37

<PAGE>

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

     Section 9.3 Fiduciary Duty.
                 --------------

          (a) To the extent that, at law or in equity, an Indemnified Person has
duties  (including  fiduciary  duties) and liabilities  relating  thereto to the
Trust or to any other Covered  Person,  an Indemnified  Person acting under this
Declaration  shall 41 not be liable to the Trust or to any other Covered  Person
for  its  good  faith  reliance  on the  provisions  of  this  Declaration.  The
provisions of this Declaration,  to the extent that they restrict the duties and
liabilities  of an  Indemnified  Person  otherwise  existing at law or in equity
(other  than the duties  imposed on the  Institutional  Trustee  under the Trust
Indenture  Act),  are agreed by the parties  hereto to replace such other duties
and liabilities of the Indemnified Person.

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

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

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

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

               (a)  (i) The  Sponsor  shall  indemnify,  to the  fullest  extent
     permitted  by law,  any  Indemnified  Person  who  was or is a party  or is
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action,  suit or proceeding,  whether civil,  criminal,  administrative  or
     investigative  (other  than an action  by or in the right of the  Trust) 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


                                       38

<PAGE>

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

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

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

               (v) To the fullest extent permitted by law,  expenses  (including
     attorneys'  fees  and  expenses)  incurred  by  an  Indemnified  Person  in
     defending a civil,  criminal,  administrative or investigative action, suit
     or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a)
     shall be paid by the  Sponsor in advance of the final  disposition  of such
     action,  suit or proceeding  upon receipt of an undertaking by or on behalf
     of such  Indemnified  Person to repay such amount if it shall ultimately be
     determined  that  such  Person is not  entitled  to be  indemnified  by the
     Sponsor  as  authorized  in  this  Section  9.4(a).   Notwithstanding   the
     foregoing, no advance shall be made by the Sponsor if a determination is 43
     reasonably and promptly made (1) in the


                                       39

<PAGE>

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

          (b) The Sponsor shall  indemnify,  to the fullest extent  permitted by
applicable  law,  each  Indemnified  Person  from and  against any and all loss,
damage, liability, tax (other than taxes based on the income of such Indemnified
Person),  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 or willful  misconduct  with respect to such acts
or omissions.

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


                                       40

<PAGE>

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

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

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

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

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


                                       41

<PAGE>

     Section 9.6 Compensation; Fee.
                 -----------------

          (a) The Sponsor agrees:

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

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

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

                                   ARTICLE X
                                   ACCOUNTING

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

     Section 10.2 Certain Accounting Matters.
                  --------------------------

          (a) At all times during the existence of the Trust, the Administrators
shall  keep,  or cause to be kept at the  principal  office  of the Trust in the
United  States,  as  defined  for  purposes  of  Treasury   Regulations  section
301.7701-7, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The books of account
shall be  maintained 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  section
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 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


                                       42

<PAGE>

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 section 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) So  long  as the  only  Holder  of the  Capital  Securities  is MM
Community Funding III, Ltd, the Administrators  will cause the Sponsor's reports
on Form FR Y-9C,  FR Y-9LP and FR Y-6 to be  delivered  to the  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  section
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.


                                       43

<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

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

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

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

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

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

cause  the  Debenture  Issuer  to be  unable  to  treat an  amount  equal to the
Liquidation  Amount of the  Debentures  as "Tier 1 Capital"  for purposes of the
capital adequacy guidelines of the Federal Reserve.


                                       44

<PAGE>

          (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 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) 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; 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


                                       45

<PAGE>

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 calls in a writing  stating that the signing
Holders of the  Securities  wish to call a meeting and indicating the general or
specific  purpose  for which the  meeting  is to be called.  Any  Holders of the
Securities  calling a meeting shall specify in writing the Certificates  held by
the Holders of the  Securities  exercising  the right to call a meeting and only
those Securities  represented by such Certificates shall be counted for purposes
of determining  whether the required percentage set forth in the second sentence
of this paragraph has been met.

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

               (i) notice of any such meeting  shall be given to all the Holders
     of the  Securities  having a right to vote  thereat at least 7 days and not
     more than 60 days before the date of such meeting. Whenever a vote, consent
     or approval of the Holders of the Securities is permitted or required under
     this  Declaration  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 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 Business 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


                                       46

<PAGE>

     Administrators,  in  their  sole  discretion,  shall  establish  all  other
     provisions relating to meetings of Holders of Securities,  including notice
     of the time,  place or purpose of any  meeting at which any matter is to be
     voted on by any  Holders  of the  Securities,  waiver  of any such  notice,
     action by consent without a meeting,  the  establishment  of a record date,
     quorum requirements,  voting in person or by proxy or any other matter with
     respect to the exercise of any such right to vote; provided,  however, that
                                                        --------   -------
     each  meeting  shall be  conducted  in the  United  States (as that term is
     defined in Treasury Regulations section 301.7701-7).

                                   ARTICLE XII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND 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  with trust
powers, duly organized,  validly existing and in good standing under the laws of
the State of Delaware with trust power and authority to execute and deliver, and
to carry out and perform its obligations under the terms of, this Declaration;

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

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

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


                                       47

<PAGE>

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

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

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

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

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

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

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

                                  ARTICLE XIII
                                  MISCELLANEOUS

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

          (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):


                                       48

<PAGE>

                       Florida Banks Capital Trust II
                       c/o Florida Banks, Inc.
                       5210 Belfort Road, Suite 310
                       Jacksonville, FL  32256
                       Attention: T. Edwin Stinson, Jr., Chief Financial Officer
                       Telecopy: (904) 296-2820
                       Telephone: (904) 332-7772

          (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):

                       Wilmington Trust Company
                       Rodney Square North
                       1100 North Market Street
                       Wilmington, Delaware 19890-0001
                       Attention: Corporate Trust Administration
                       Telecopy: (302) 651-8882
                       Telephone: (302) 651-1000

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

                       Wilmington Trust Company
                       Rodney Square North
                       1100 North Market Street
                       Wilmington, Delaware 19890-0001
                       Attention: Corporate Trust Administration
                       Telecopy: (302) 651-8882
                       Telephone: (302) 651-1000

          (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):

                       Florida Banks, Inc.
                       5210 Belfort Road, Suite 310
                       Jacksonville, FL 32256
                       Attention: T. Edwin Stinson, Jr., Chief Financial Officer
                       Telecopy: (904) 296-2820
                       Telephone: (904) 332-7772

          (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


                                       49

<PAGE>

notice was given,  such  notice or other  document  shall be deemed to have been
delivered on the date of such refusal or inability to deliver.

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

     Section 13.3 Submission to Jurisdiction.
                  --------------------------

          (a) Each of the  parties  hereto  agrees  that  any  suit,  action  or
proceeding  arising out of or based upon this  Declaration,  or the transactions
contemplated  hereby, may be instituted in any of the courts of the State of New
York and the United States District Courts,  in each case located in the Borough
of Manhattan,  City and State of New York,  and further  agrees to submit to the
jurisdiction  of 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  and the  Holder  of the  Common  Securities
irrevocably consents to the service of process on it in any such suit, action or
proceeding  in any such court by the mailing  thereof by registered or certified
mail, postage prepaid, to it at its address given in or pursuant to Section 13.1
hereof.

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

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

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

     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


                                       50

<PAGE>

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.


                                       51

<PAGE>

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

                                   WILMINGTON TRUST COMPANY, as Delaware Trustee


                                   By: /s/ Anita E. Dallago
                                       -----------------------------------------
                                       Name:  Anita E. Dallago
                                       Title: Senior Financial Services Officer


                                   WILMINGTON TRUST COMPANY, as
                                   Institutional Trustee


                                   By: /s/ Anita E. Dallago
                                       -----------------------------------------
                                       Name:  Anita E. Dallago
                                       Title: Senior Financial Services Officer


                                   FLORIDA BANKS, INC. as Sponsor


                                   By: /s/ Charles E. Hughes, Jr.
                                       -----------------------------------------
                                       Name:  Charles E. Hughes, Jr.
                                       Title: President and CEO


                                   By:
                                       -----------------------------------------
                                       Administrator


                                   By:
                                       -----------------------------------------
                                       Administrator


                                       52

<PAGE>

                                     ANNEX I

                                    TERMS OF
                           FLOATING RATE TRUPS(R) AND
                         FLOATING RATE COMMON SECURITIES

     Pursuant to Section 6.1 of the Amended and Restated  Declaration  of Trust,
dated as of April 10, 2002 (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.  4,000  Capital  Securities  of Florida Banks
Capital Trust II (the "Trust"), with an aggregate stated liquidation amount with
respect to the assets of the Trust of Four Million  Dollars  ($4,000,000)  and a
stated  liquidation amount with respect to the assets of the Trust of $1,000 per
Capital Security,  are hereby designated for the purposes of identification only
as the "Floating Rate TRUPS(R)" (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. 124 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 One Hundred Twenty Four Thousand Dollars  ($124,000) and a stated liquidation
amount with respect to the assets of the Trust of $1,000 per Common Security.

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

          (a)  Distributions  payable  on each  Security  will be  payable  at a
variable per annum rate of interest,  reset  semi-annually,  equal to LIBOR,  as
determined  on  the  LIBOR   Determination   Date  immediately   preceding  each
Distribution  Payment  Date,  plus  3.70%  (the  "Coupon  Rate")  of the  stated
liquidation amount of $1,000 per Security,  such rate being the rate of interest
payable on the  Debentures to be held by the  Institutional  Trustee;  provided,
that the applicable  Coupon Rate may not exceed 11.00% through the  Distribution
Payment Date in April 2007. Except as set forth below in respect of an Extension
Period,  Distributions in arrears for more than one semi-annual period will bear
interest thereon compounded semi-annually at the applicable Coupon Rate for each
such  semi-annual  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  available in


                                     A-I-1

<PAGE>

the Property Account therefor. The amount of A-I-2 Distributions payable for any
period  will be computed  for any full  semi-annual  Distribution  period on the
basis of a 360-day  year and the actual  number of days  elapsed in the relevant
Distribution period;  provided,  however,  that upon the occurrence of a Special
                      --------   -------
Event  redemption  pursuant to paragraph 4(a) below the amounts payable pursuant
to this  Declaration  shall be  calculated  as set  forth in the  definition  of
Special Redemption Price.

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

               (1) On the second LIBOR Business Day (provided,  that on such day
     commercial  banks are open for  business  (including  dealings  in  foreign
     currency  deposits) in London (a "LIBOR  Banking  Day"),  and otherwise the
     next  preceding  LIBOR Business Day that is also a LIBOR Banking Day) prior
     to May 1 and November 1 (except, with respect to the first interest payment
     period, on April 8, 2002), (each such day, a "LIBOR  Determination  Date"),
     LIBOR  shall  equal the rate,  as  obtained  by the  Calculation  Agent for
     six-month U.S.  Dollar  deposits in Europe,  which appears on Telerate Page
     3750 (as defined in the  International  Swaps and Derivatives  Association,
     Inc. 1991 Interest Rate and Currency  Exchange  Definitions)  or such other
     page as may replace such Telerate Page 3750, as of 11:00 a.m. (London time)
     on such LIBOR  Determination  Date,  as  reported  by  Bloomberg  Financial
     Markets Commodities News; provided,  however, that in the case of the first
                               --------   -------
     interest  payment  period,  LIBOR  will  be  interpolated  from  LIBOR  for
     six-month  U.S.  Dollar  deposits  in Europe and LIBOR for seven month U.S.
     Dollar  deposits in Europe on a straight-line  basis.  "LIBOR Business Day"
     means  any  day  that is not a  Saturday,  Sunday  or  other  day on  which
     commercial  banking  institutions  in New  York,  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
     LIBOR Determination Date.

               (2) If,  on any  LIBOR  Determination  Date,  such  rate does not
     appear on Telerate  Page 3750 as reported by  Bloomberg  Financial  Markets
     Commodities News or such other page as may replace such Telerate Page 3750,
     the  Calculation  Agent shall  determine the arithmetic mean of the offered
     quotations  of the Reference  Banks (as defined  below) to leading banks in
     the London  interbank  market for six-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 six-month U.S. Dollar deposits
     in  Europe  at  approximately  11:00  a.m.  (London  time)  (in  an  amount
     determined by the


                                     A-I-2

<PAGE>

     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 shall be LIBOR in effect on the previous LIBOR  Determination
     Date  (whether or not LIBOR for such period was in fact  determined on such
     LIBOR Determination Date).

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

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

          (e)  Distributions  on the Securities will be cumulative,  will accrue
from the date of original issuance, and will be payable, subject to extension of
Distribution  payment periods as described  herein,  semi-annually in arrears on
April 22 and October 22 of each year,  commencing  on October 22, 2002 (each,  a
"Distribution  Payment  Date").  The  Debenture  Issuer has the right  under the
Indenture  to defer  payments of interest on the  Debentures  by  extending  the
interest payment period for up to 10 consecutive  semi-annual  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  semi-annually  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 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 of or interest or
premium,  if any, 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 (other than (a)


                                     A-I-3

<PAGE>

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 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 10  consecutive
semi-annual 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 each installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
shall bear Deferred Interest.  If Distributions are deferred,  the Distributions
due shall be paid on the date that the related Extension Period terminates,  or,
if such date is not a Distribution  Payment Date, on the  immediately  following
Distribution  Payment Date,  to Holders of the  Securities as they appear on the
books and records of the Trust on the record  date  immediately  preceding  such
date.  Distributions  on the Securities must be paid on the dates payable (after
giving  effect to any  Extension  Period) to the extent that the Trust has funds
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  payment  dates.  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. If any date on which Distributions are payable on
the Securities is not a Business Day, then payment of the  Distribution  payable
on such date will


                                     A-I-4

<PAGE>

be made on the next  succeeding  day that is a  Business  Day (and  without  any
interest or other  payment in respect of any such delay)  except  that,  if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately  preceding Business Day, in each case with the same force and
effect as if made on such payment date.

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

     3. Liquidation Distribution Upon Dissolution. In the event of 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 Business Trust Act, shall be
distributed on a Pro Rata basis to the Holders of the Securities in exchange for
such Securities.

     The Sponsor,  as the Holder of all of the Common Securities,  has the right
at any  time to  dissolve  the  Trust  (including  without  limitation  upon the
occurrence of a Tax Event,  an Investment  Company Event or a Capital  Treatment
Event),  subject to the receipt by the Debenture  Issuer of prior  approval from
the Board of Governors of the Federal Reserve System (the "Federal Reserve"), if
then required  under  applicable  capital  guidelines or policies of the Federal
Reserve 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) April 22, 2037,  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 of 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


                                     A-I-5

<PAGE>

the  Trust,  the Trust  shall  terminate  upon the  filing of a  certificate  of
cancellation with the Secretary of State of the State of Delaware.

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

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

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

     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 April 22, 2032. The Debentures may
be redeemed by the  Debenture  Issuer,  in whole or in part,  on any April 22 or
October 22 on or after April 22, 2007, at the  Redemption  Price,  upon not less
than 30 nor  more  than 60  days'  notice  to


                                     A-I-6

<PAGE>

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 but not 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 the Federal Reserve,  if then required under applicable  capital guidelines
or policies of the Federal Reserve.

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


                                     A-I-7

<PAGE>

Issuer  will not,  within 90 days of the date of such  opinion,  be  entitled to
treat an  amount  equal  to the  aggregate  Liquidation  Amount  of the  Capital
Securities as "Tier 1 Capital" (or 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
                                                   --------   -------
distribution  of the Debentures in connection  with the Liquidation of the Trust
by  the  Debenture  Issuer  shall  not in and of  itself  constitute  a  Capital
Treatment Event unless such Liquidation shall have occurred in connection with a
Tax Event or an Investment Company Event.

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

     "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 April 22, 2007.

     "Special  Redemption  Price"  means (1) if the Special  Redemption  Date is
before April 22, 2007,  the greater of (a) 100% of the  principal  amount of the
Debentures  being redeemed  pursuant to Section 10.02 of the Indenture or (b) as
determined by a Quotation  Agent, the sum of the present values of the principal
amount payable as part of the  Redemption  Price with respect to a redemption as
of April  22,  2007,  together  with the  present  value  of  interest  payments
calculated  at a fixed  per  annum  rate of  interest  equal to  9.95%  over the
Remaining Life of such Debentures,  discounted to the Special Redemption Date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 0.50%, plus, in the case of either (a) or (b), accrued
and unpaid interest on such Debentures to the Special Redemption Date and (2) if
the Special  Redemption Date is on or after April 22, 2007, the Redemption Price
for such Special Redemption Date.

     "Comparable  Treasury  Issue" means with respect to any Special  Redemption
Date, the United States  Treasury  security  selected by the Quotation  Agent as
having a maturity  comparable to the Remaining  Life that would be utilized,  at
the time of selection and in accordance with customary  financial  practice,  in
pricing new issues of corporate  debt  securities of comparable  maturity to the
Remaining  Life. If no United States  Treasury  security has a maturity which is
within a period from three  months  before to three months after April 22, 2007,
the two most closely  corresponding  United States Treasury  securities shall be
used  as  the  Comparable  Treasury  Issue,  and  the  Treasury  Rate  shall  be
interpolated or extrapolated on a straight-line  basis,  rounding to the nearest
month using such securities.

     "Comparable  Treasury  Price"  means  (a) the  average  of  five  Reference
Treasury Dealer Quotations for such Special Redemption Date, after excluding the
highest and lowest such  Reference  Treasury  Dealer  Quotations,  or (b) if the
Quotation  Agent  obtains  fewer  than  five  such  Reference   Treasury  Dealer
Quotations, the average of all such Quotations.

     "Primary   Treasury  Dealer"  means  a  primary  United  States  Government
securities dealer in New York City.


                                     A-I-8

<PAGE>

     "Quotation  Agent" means  Salomon  Smith  Barney Inc.  and its  successors;
provided,  however,  that if the foregoing shall cease to be a Primary  Treasury
--------   -------
Dealer, the Debenture Issuer shall substitute  therefor another Primary Treasury
Dealer.

     "Redemption  Date"  means the date  fixed  for the  redemption  of  Capital
Securities,  which  shall be any April 22 or  October  22 on or after  April 22,
2007.

     "Reference  Treasury  Dealer"  means (i) the  Quotation  Agent and (ii) any
other  Primary   Treasury  Dealer  selected  by  the  Debenture   Trustee  after
consultation with the Debenture Issuer.

     "Reference   Treasury  Dealer  Quotations"  means,  with  respect  to  each
Reference  Treasury  Dealer and any Special  Redemption  Date,  the average,  as
determined  by the  Quotation  Agent,  of the  bid  and  asked  prices  for  the
Comparable  Treasury  Issue  (expressed  in  each  case as a  percentage  of its
principal  amount) quoted in writing to the Debenture  Trustee by such Reference
Treasury  Dealer at 5:00 p.m.,  New York City time,  on the third  Business  Day
preceding such Special Redemption Date.

     "Remaining Life" means,  with respect to any Debentures the period from the
Special Redemption Date for such Debentures to April 22, 2007.

     "Treasury Rate" means (i) the yield, under the heading which represents the
average for the week immediately prior to the date of calculation,  appearing in
the most recently  published  statistical  release  designated H.15 (519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury  Constant  Maturities," for the
maturity  corresponding  to the  Remaining  Life (if no maturity is within three
months  before  or  after  the  Remaining  Life,  yields  for the two  published
maturities most closely  corresponding to the Remaining Life shall be determined
and the Treasury Rate shall be interpolated or extrapolated  from such yields on
a  straight-line  basis,  rounding to the nearest month) or (ii) if such release
(or any  successor  release)  is not  published  during the week  preceding  the
calculation  date or does not contain such  yields,  the rate per annum equal to
the semi-annual  equivalent yield to maturity of the Comparable  Treasury Issue,
calculated  using a price for the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such Special Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Special Redemption Date.

          (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.


                                     A-I-9

<PAGE>

          (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 semi-annual  Distribution  periods  terminating on or
before the date of redemption.

          (e) Redemption or Distribution Procedures.

               (1) 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.

               (2) 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.

               (3) 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 pay the relevant
     Redemption  Price 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
     specified in Section 4(a), but without  interest on such Redemption  Price.
     If any date fixed for  redemption of Securities is not a Business Day, then
     payment of any such  Redemption  Price payable on such date will be made on
     the next succeeding day that is a Business Day (and without any interest or
     other  payment in respect of any such delay)  except that, if such Business
     Day  falls in the next  calendar  year,  such  payment  will be made on the
     immediately  preceding  Business  Day, in each case with the same force and
     effect as if made on such date  fixed for  redemption.  If  payment  of the
     Redemption  Price in respect of any  Securities is  improperly  withheld or
     refused  and not paid  either  by the 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


                                     A-I-10

<PAGE>

     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. 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.

               (4)   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.

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

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

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

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


                                     A-I-11

<PAGE>

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

     A waiver of an Indenture  Event of Default will  constitute a waiver of the
corresponding Event of Default hereunder.  Any required approval or direction of
Holders of the Capital  Securities may be given at a separate meeting of Holders
of the Capital Securities  convened for such purpose, at a meeting of all of the
Holders of the  Securities  in the Trust or  pursuant  to written  consent.  The
Institutional Trustee will cause a notice of any meeting at which Holders of the
Capital  Securities  are entitled to vote, or of any matter upon which action by
written  consent of such Holders is to be taken,  to be mailed to each Holder of
record of the Capital  Securities.  Each such  notice  will  include a statement
setting forth the following information (i) the date of such meeting or the date
by which  such  action  is to be taken,  (ii) a  description  of any  resolution
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


                                     A-I-12

<PAGE>

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

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

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

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

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

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

          (c)  Subject to  Section  6.7 of the  Declaration  and only after each
Event of Default (if any) with respect to the Capital Securities has been cured,
waived or otherwise  eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common  Securities,  voting  separately as a class,  may direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including (i) directing the time,
method,  place of  conducting  any  proceeding  for any remedy  available to the
Debenture  Trustee,  or exercising any trust or power conferred on the Debenture
Trustee  with respect to the  Debentures,  (ii) waiving any past default and its
consequences  that 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


                                     A-I-13

<PAGE>

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

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

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

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

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

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


                                     A-I-14

<PAGE>

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

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

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

     9.  Ranking.  The  Capital  Securities  rank pari passu  with,  and payment
         -------
thereon shall be made Pro Rata with, the Common Securities except that, where an
Event of Default has  occurred and is  continuing,  the rights of Holders of the
Common  Securities  to  receive  payment  of  Distributions  and  payments  upon
liquidation,  redemption  and  otherwise are  subordinated  to the rights of the
Holders  of the  Capital  Securities  with the  result  that no  payment  of any
Distribution  on, or  Redemption  Price 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 the full amount of such  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 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.


                                     A-I-15

<PAGE>

     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-16

<PAGE>

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE
                           [FORM OF FACE OF SECURITY]

     THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  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 REGISTRATION TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF  SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE  SECURITIES ACT
THAT IS ACQUIRING  THE  SECURITY  FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF AN
"ACCREDITED  INVESTOR," FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (D)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  DEBENTURE
ISSUER'S  AND THE  TRUST'S  RIGHT  PRIOR TO ANY  SUCH  OFFER,  SALE OR  TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION  AND/OR  OTHER  INFORMATION   SATISFACTORY  TO  EACH  OF  THEM  IN
ACCORDANCE  WITH THE AMENDED AND RESTATED  DECLARATION OF TRUST, A COPY OF WHICH
MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST.

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

     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


                                     A-1-1

<PAGE>

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

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

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


                                     A-1-2

<PAGE>

Certificate Number [_____]                  Number of Capital Securities [_____]

                             CUSIP NO [___________]

                    Certificate Evidencing Capital Securities

                                       of

                         FLORIDA BANKS CAPITAL TRUST II

                             Floating Rate TRUPS(R)

                (liquidation amount $1,000 per Capital Security)

     Florida Banks Capital  Trust II, a statutory  business  trust created under
the  laws  of the  State  of  Delaware  (the  "Trust"),  hereby  certifies  that
[______________]  (the  "Holder")  is the  registered  owner  of  4,000  capital
securities  of the Trust  representing  undivided  beneficial  interests  in the
assets of the Trust,  designated the Floating Rate TRUPS(R)  (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 April 10, 2002, among Charles E. Hughes, Jr. and T. Edwin Stinson, Jr., as
Administrators,  Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company,  as Institutional  Trustee,  Florida Banks,  Inc., as Sponsor,  and the
holders from time to time of undivided beneficial interests in the assets of the
Trust,  including the designation of the terms of the Capital  Securities as set
forth in Annex I to the  Declaration,  as the same may be  amended  from time to
time (the  "Declaration").  Capitalized  terms used herein but not defined shall
have the meaning  given them in the  Declaration.  The Holder is entitled to the
benefits of the  Guarantee  to the extent  provided  therein.  The Sponsor  will
provide a copy of the  Declaration,  the  Guarantee,  and the  Indenture  to the
Holder without charge upon written request to the Sponsor at its principal place
of business.

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

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

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


                                     A-1-3

<PAGE>

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

                                           FLORIDA BANKS CAPITAL TRUST II


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

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

                          CERTIFICATE OF AUTHENTICATION

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

                                           WILMINGTON   TRUST  COMPANY,  not  in
                                           its individual  capacity  but  solely
                                           as    the    Institutional    Trustee


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

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


                                     A-1-4

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

     Distributions  payable  on  each  Capital  Security  will be  payable  at a
variable per annum rate of  interest,  reset  semi-annually,  equal to LIBOR (as
defined  in the  Declaration)  plus  3.70%  (the  "Coupon  Rate") of the  stated
liquidation  amount of $1,000 per Capital Security,  such rate being the rate of
interest  payable  on the  Debentures  to be held by the  Institutional  Trustee
(provided,  that the  applicable  Coupon Rate may not exceed 11.00%  through the
Distribution  Payment Date in April 2007).  Except as set forth below in respect
of an Extension  Period,  Distributions in arrears for more than one semi-annual
period will bear interest  thereon  compounded  semi-annually  at the applicable
Coupon  Rate for each  such  semi-annual  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
available in the Property Account therefor.  The amount of Distributions payable
for any period will be computed for any full semi-annual  Distribution period on
the  basis of a  360-day  year and the  actual  number  of days  elapsed  in the
relevant Distribution 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  semi-annually in arrears on April 22 and
October 22 of each year,  commencing on October 22, 2002 (each, a  "Distribution
Payment Date").  The Debenture Issuer has the right under the Indenture to defer
payments of interest on the Debentures by extending the interest  payment period
for up to 10 consecutive  semi-annual  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
semi-annually  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.  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 10  consecutive  semi-annual  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 each installment of interest that would otherwise have been
due and payable during such Extension  Period shall bear Deferred  Interest.  If
Distributions are deferred, the Distributions due shall be paid on the date that
the related  Extension  Period  terminates to Holders of the  Securities as they
appear on the books and  records  of the Trust on the  record  date  immediately
preceding such date.  Distributions  on the Securities must be paid on the dates
payable  (after giving  effect to any  Extension  Period) to the extent that the
Trust has funds available for the payment of such  distributions in the Property
Account of the Trust.  The  Trust's  funds  available  for  Distribution  to the
Holders  of the  Securities  will be  limited


                                     A-1-5

<PAGE>

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-1-6

<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-1-7

<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 [_____]                    Number of Common Securities [____]

                    Certificate Evidencing Common Securities

                                       of

                         FLORIDA BANKS CAPITAL TRUST II

     Florida Banks Capital  Trust II, a statutory  business  trust created under
the laws of the State of Delaware (the "Trust"),  hereby  certifies that Florida
Banks,  Inc. (the "Holder") is the registered owner of 124 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 April 10, 2002, among Charles E. Hughes, Jr. and T. Edwin Stinson, Jr., as
Administrators,  Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company, 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.

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

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

     This Common  Security is governed by, and 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 this ___ day of
____________, 2002.

                                      FLORIDA BANKS CAPITAL TRUST II


                                      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 variable
per annum rate of interest,  reset semi-annually,  equal to LIBOR (as defined in
the Declaration) plus 3.70% (the "Coupon Rate") of the stated liquidation amount
of $1,000 per Capital Security,  such rate being the rate of interest payable on
the  Debentures  to be held by the  Institutional  Trustee  (provided,  that the
                                                             --------
applicable  Coupon Rate may not exceed 11.00% through the  Distribution  Payment
Date in April  2007).  Except  as set forth  below in  respect  of an  Extension
Period,  Distributions in arrears for more than one semi-annual period will bear
interest thereon compounded semi-annually at the applicable Coupon Rate for each
such  semi-annual  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  available in the Property  Account
therefor.  The amount of  Distributions  payable for any period will be computed
for any full semi-annual  Distribution period on the basis of a 360-day year and
the actual number of days elapsed in the relevant Distribution 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  semiannually  in  arrears  on April  22 and  October  22 of each  year,
commencing  on October 22, 2002  (each,  a  "Distribution  Payment  Date").  The
Debenture Issuer has the right under the Indenture to defer payments of interest
on  the  Debentures  by  extending  the  interest  payment  period  for up to 10
consecutive  semi-annual  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  semi-annually  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.  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 10  consecutive  semi-annual  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 each
installment  of interest that would  otherwise  have been due and payable during
such  Extension  Period  shall bear  Deferred  Interest.  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


                                     A-2-4

<PAGE>

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

     The 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  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::(2)

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


                                     A-2-6

<PAGE>

                                                                       EXHIBIT B

                         FORM OF TRANSFEREE CERTIFICATE
                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                             ______________, [ ]

Florida Banks, Inc.
Florida Banks Capital Trust II
5210 Belfort Road, Suite 310
Jacksonville, FL 32256

Re:  Purchase of $1,000 stated liquidation amount of Floating Rate TRUPS(R)
     (the "Capital Securities") of Florida Banks Capital Trust II
     ------------------------------------------------------------

Ladies and Gentlemen:

     In connection with our purchase of the Capital Securities we confirm that:

     1. We understand that the Floating Rate TRUPS(R) (the "Capital Securities")
of Florida Banks Capital Trust II (the "Trust")  (including  the guarantee  (the
"Guarantee")  of Florida  Banks,  Inc.  (the  "Company")  executed in connection
therewith) and the Floating Rate Junior Subordinated Debt Securities due 2032 of
the Company (the  "Subordinated Debt Securities") (the Capital  Securities,  the
Guarantee and the Subordinated Debt Securities together being referred to herein
as the "Offered Securities"),  have not been registered under the Securities Act
of 1933,  as  amended  (the  "Securities  Act"),  and may not be offered or sold
except as permitted in the following sentence. We agree on our own behalf and on
behalf  of any  investor  account  for  which  we  are  purchasing  the  Offered
Securities  that,  if we decide to offer,  sell or  otherwise  transfer any such
Offered  Securities,  such offer,  sale or transfer will be made only (a) to the
Company or the Trust,  (b) pursuant to Rule 144A under the Securities  Act, to a
person we reasonably believe is a qualified  institutional buyer under Rule 144A
(a "QIB") that  purchases for its own account or for the account of a QIB and to
whom  notice is given that the  transfer is being made in reliance on Rule 144A,
(c) pursuant to an exemption  from  registration,  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  Offered  Securities for its own account or
for the account of such an accredited  investor for investment  purposes and not
with a view  to,  or for  offer or sale in  connection  with,  any  distribution
thereof in violation of the Securities Act, or (d) pursuant to another available
exemption from the registration  requirements of the Securities Act, and in each
of the foregoing cases in accordance with any applicable  state  securities laws
and any  requirements  of law that govern the  disposition of our property.  The
foregoing restrictions on resale will not apply subsequent to the date on which,
in the written  opinion of counsel,  the Capital  Securities are not "restricted
securities"  within the  meaning of Rule 144 under the  Securities  Act.  If any
resale or other  transfer  of the  Offered  Securities  is  proposed  to be made
pursuant to clause (c) or (d) above,  the transferor shall deliver a letter from
the  transferee  substantially  in the form of this letter to the  Institutional
Trustee as  Transfer  Agent,  which  shall  provide as  applicable,  among other
things,  that the transferee is an "accredited  investor"  within


                                      B-1

<PAGE>

the  meaning  of  subparagraph  (a)(1),  (2),  (3) or (7) of Rule 501  under the
Securities Act that is acquiring such Securities for investment purposes and not
for  distribution  in violation of the  Securities  Act. We  acknowledge  on our
behalf  and on  behalf  of any  investor  account  for  which we are  purchasing
Securities  that the Trust and the Company reserve the right prior to any offer,
sale or other transfer  pursuant to clause (c) or (d) to require the delivery of
any opinion of counsel,  certifications and/or other information satisfactory to
the Trust and the Company.  We understand that the  certificates for any Offered
Security that we receive will bear a legend  substantially  to the effect of the
foregoing.

     2. We are an "accredited  investor"  within the meaning of subparagraph (a)
(1), (2), (3) or (7) of Rule 501 under the Securities Act purchasing for our own
account  or for  the  account  of  such  an  "accredited  investor,"  and we are
acquiring the Offered  Securities for investment  purposes and not with view to,
or for offer or sale in connection  with, any  distribution  in violation of the
Securities  Act, and we have such  knowledge  and  experience  in financial  and
business  matters  as to be capable  of  evaluating  the merits and risks of our
investment  in the Offered  Securities,  and we and any account for which we are
acting are each able to bear the economic risks of our or its investment.

     3. We are  acquiring  the Offered  Securities  purchased  by us for our own
account  (or for one or more  accounts  as to each of  which  we  exercise  sole
investment  discretion  and have  authority to make, and do make, the statements
contained in this letter) and not with a view to any distribution of the Offered
Securities,  subject, nevertheless, to the understanding that the disposition of
our property will at all times be and remain within our control.

     4. In the event that we purchase any Capital Securities or any Subordinated
Debt  Securities,  we will acquire such Capital  Securities  having an aggregate
stated  liquidation  amount of not less than $100,000 or such  Subordinated Debt
Securities having an aggregate principal amount not less than $100,000,  for our
own account and for each separate account for which we are acting.

     5. We  acknowledge  that we either  (A) are not a  fiduciary  of a pension,
profit sharing or other employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") (a "Plan"), or an entity whose
assets  include "plan  assets" by reason of any Plan's  investment in the entity
and are not purchasing the Offered Securities on behalf of or with "plan assets"
by reason of any Plan's  investment  in the entity  and are not  purchasing  the
Offered  Securities  on behalf of or with  "plan  assets" of any Plan or (B) are
eligible for the exemptive  relief  available under one or more of the following
prohibited  transaction class exemptions ("PTCEs") issued by the U.S. Department
of Labor: PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.

     6. We acknowledge  that the Trust and the Company and others will rely upon
the  truth  and  accuracy  of the  foregoing  acknowledgments,  representations,
warranties  and  agreements  and  agree  that  if any  of  the  acknowledgments,
representations,  warranties  and  agreements  deemed  to have  been made by our
purchase of the Offered  Securities  are no longer  accurate,  we shall promptly
notify the Placement  Agent.  If we are  acquiring  any Offered  Securities as a
fiduciary or agent for one or more investor accounts,  we represent that we have
sole discretion with respect to each such investor account and that we have full
power to make


                                      B-2

<PAGE>

the foregoing  acknowledgments,  representations and agreement on behalf of each
such investor account.


                                 -----------------------------------------------
                                      (Name of Purchaser)

                                 By:
                                     -------------------------------------------

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

     Upon transfer,  the Offered  Securities  would be registered in the name of
the new beneficial owner as follows.


Name: ______________________________________

Address: ___________________________________

Taxpayer ID Number: ________________________


                                      B-3

<PAGE>

                                                                       EXHIBIT C

                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED FOR QIBs

                                                                ___________, [_]

Florida Banks, Inc.
Florida Banks Capital Trust II
5210 Belfort Road, Suite 310
Jacksonville, FL 32256

Re:  Purchase of $1,000 stated liquidation amount of Floating Rate TRUPS(R)
     (the "Capital Securities") of Florida Banks Capital Trust II
     ------------------------------------------------------------

     Reference is hereby made to the Amended and Restated  Declaration  of Trust
of  Florida   Banks   Capital  Trust  II,  dated  as  of  April  10,  2002  (the
"Declaration"),  among  Charles E.  Hughes,  Jr. and T. Edwin  Stinson,  Jr., as
Administrators,  Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company,  as Institutional  Trustee,  Florida Banks,  Inc., as Sponsor,  and the
holders  from time to time of  undivided  beneficial  interests in the assets of
Florida Banks Capital Trust II.  Capitalized  terms used but not defined  herein
shall have the meanings given them in the Declaration.

     This letter relates to  $[_______________]  aggregate liquidation amount of
Capital  Securities  which  are held in the name of  [name of  transferor]  (the
"Transferor").

     In accordance with Section 8.2(b) of the  Declaration,  the Transferor does
hereby certify that such Capital  Securities are being transferred in accordance
with (i) the transfer  restrictions set forth in the Capital Securities and (ii)
Rule 144A under the  Securities  Act ("Rule  144A"),  to a  transferee  that the
Transferor  reasonably believes is purchasing the Capital Securities for its own
account  or an  account  with  respect to which the  transferee  exercises  sole
investment  discretion  and the  transferee and any such account is a "qualified
institutional  buyer" within the meaning of Rule 144A, in a transaction  meeting
the requirements of Rule 144A and in accordance with applicable  securities laws
of any state of the United States or any other jurisdiction.

     You are entitled to rely upon this letter and are irrevocably authorized to
produce  this  letter  or  a  copy  hereof  to  any  interested   party  in  any
administrative  or legal  proceeding  or official  inquiry  with  respect to the
matters covered hereby.


                                 -----------------------------------------------
                                      (Name of Transferor)


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

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


                                      C-1