<PAGE>
                                                                  EXHIBIT 4.6.3




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




                   AMENDED AND RESTATED DECLARATION OF TRUST

                             CAPITAL ONE CAPITAL I

                          Dated as of January 31, 1997



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






<PAGE>
                               TABLE OF CONTENTS
<Table>
<Caption>
                                                                             Page
<S>                                                                          <C>
                                  ARTICLE 1

                      INTERPRETATION AND DEFINITIONS  . . . . . . . . . .     1
Section 1.1  Interpretation and Definitions . . . . . . . . . . . . . . .     1
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
Authorization Certificate . . . . . . . . . . . . . . . . . . . . . . . .     2
Authorized Officer  . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
Business Day  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
Business Trust Act  . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
Capital Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
Capital Security Beneficial Owner . . . . . . . . . . . . . . . . . . . .     2
Capital Security Certificate  . . . . . . . . . . . . . . . . . . . . . .     3
Cedel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Certificate of Trust  . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Closing Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Code  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Commission  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Common Securities Holder  . . . . . . . . . . . . . . . . . . . . . . . .     3
Common Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Common Security Certificate . . . . . . . . . . . . . . . . . . . . . . .     3
Corporate Trust Office  . . . . . . . . . . . . . . . . . . . . . . . . .     3
Covered Person  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Debenture Issuer  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Debenture Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . .     4
Debenture Redemption Date . . . . . . . . . . . . . . . . . . . . . . . .     4
Debenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Debentures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Delaware Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Depositary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Direct Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
DWAC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Exchange Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
Holder  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
Indemnified Person  . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
</Table>





                                       i
<PAGE>


<Table>
<Caption>
                                                                             Page
                                                                             ----
<S>                                                                           <C>
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
Indenture Event of Default  . . . . . . . . . . . . . . . . . . . . . . .     5
Initial Purchasers  . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
Institutional Accredited Investor . . . . . . . . . . . . . . . . . . . .     5
Investment Company  . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
Investment Company Act  . . . . . . . . . . . . . . . . . . . . . . . . .     5
Investment Company Event  . . . . . . . . . . . . . . . . . . . . . . . .     6
Legal Action  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6
List of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6
Majority in Liquidation Amount  . . . . . . . . . . . . . . . . . . . . .     6
Non-U.S. Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . .     6
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . .     6
Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
Payment Amount  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
Person  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
PORTAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
Private Placement Legend  . . . . . . . . . . . . . . . . . . . . . . . .     7
Property Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
Property Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
Pro Rata  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
Qualified Institutional Buyer . . . . . . . . . . . . . . . . . . . . . .     7
Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
Regulation S  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
Regulation S Certificate  . . . . . . . . . . . . . . . . . . . . . . . .     7
Regulation S Global Security  . . . . . . . . . . . . . . . . . . . . . .     7
Regulatory Capital Event  . . . . . . . . . . . . . . . . . . . . . . . .     8
Related Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8
Release Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . .     8
Restricted Global Security  . . . . . . . . . . . . . . . . . . . . . . .     8
Restricted Period . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8
Restricted Security . . . . . . . . . . . . . . . . . . . . . . . . . . .     8
Rule 144A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8
Rule 3a-7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
Securities Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
Special Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
Successor Delaware Trustee  . . . . . . . . . . . . . . . . . . . . . . .     9
Successor Entity  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
Successor Property Trustee  . . . . . . . . . . . . . . . . . . . . . . .     9
</Table>





                                       ii
<PAGE>


<Table>
<Caption>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
Successor Security  . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
Super Majority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
Tax Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
Treasury Regulations  . . . . . . . . . . . . . . . . . . . . . . . . . .    10
Trust Enforcement Event . . . . . . . . . . . . . . . . . . . . . . . . .    10
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
Trustee or Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
25% in Liquidation Amount . . . . . . . . . . . . . . . . . . . . . . . .    10

                                  ARTICLE 2

                              TRUST INDENTURE ACT . . . . . . . . . . . .    10
Section 2.1  Trust Indenture Act; Application . . . . . . . . . . . . . .    10
Section 2.2  Lists of Holders of Securities . . . . . . . . . . . . . . .    11
Section 2.3  Reports by the Property Trustee  . . . . . . . . . . . . . .    11
Section 2.4  Periodic Reports to the Property Trustee . . . . . . . . . .    11
Section 2.5  Evidence of Compliance with Conditions Precedent . . . . . .    12
Section 2.6  Trust Enforcement Events; Waiver . . . . . . . . . . . . . .    12
Section 2.7  Trust Enforcement Event; Notice  . . . . . . . . . . . . . .    14

                                  ARTICLE 3

                                ORGANIZATION  . . . . . . . . . . . . . .    15
Section 3.1  Name and Organization  . . . . . . . . . . . . . . . . . . .    15
Section 3.2  Office . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
Section 3.3  Purpose  . . . . . . . . . . . . . . . . . . . . . . . . . .    15
Section 3.4  Authority  . . . . . . . . . . . . . . . . . . . . . . . . .    15
Section 3.5  Title to Property of the Trust . . . . . . . . . . . . . . .    17
Section 3.6  Powers and Duties of the Administrators  . . . . . . . . . .    17
Section 3.7  Prohibition of Actions by the Trust and the Trustees . . . .    22
Section 3.8  Powers and Duties of the Property Trustee  . . . . . . . . .    23
Section 3.9  Certain Duties and Responsibilities of the Property Trustee     26
Section 3.10  Certain Rights of Property Trustee  . . . . . . . . . . . .    28
Section 3.11  Delaware Trustee  . . . . . . . . . . . . . . . . . . . . .    32
Section 3.12  Execution of Documents  . . . . . . . . . . . . . . . . . .    32
Section 3.13  Not Responsible for Recitals or Issuance of Securities  . .    32
Section 3.14  Duration of Trust . . . . . . . . . . . . . . . . . . . . .    32
Section 3.15  Mergers . . . . . . . . . . . . . . . . . . . . . . . . . .    32
</Table>





                                      iii
<PAGE>


<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Section 3.16  Property Trustee May File Proofs of Claim   . . . . . . . .    34

                                  ARTICLE 4

                                  SPONSOR . . . . . . . . . . . . . . . .    35
Section 4.1  Responsibilities of the Sponsor  . . . . . . . . . . . . . .    35
Section 4.2  Compensation, Indemnification and Expenses of the Trustee  .    36

                                  ARTICLE 5

                        TRUST COMMON SECURITIES HOLDER  . . . . . . . . .    37
Section 5.1  Debenture Issuer's Purchase of Common Securities . . . . . .    37
Section 5.2  Covenants of the Common Securities Holder  . . . . . . . . .    37

                                  ARTICLE 6

                                   TRUSTEES . . . . . . . . . . . . . . .    37
Section 6.1  Number of Trustees . . . . . . . . . . . . . . . . . . . . .    37
Section 6.2  Delaware Trustee . . . . . . . . . . . . . . . . . . . . . .    37
Section 6.3  Property Trustee; Eligibility  . . . . . . . . . . . . . . .    38
Section 6.4  Qualifications of Administrators and Delaware Trustee
       Generally  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
Section 6.5  Appointment of Administrators  . . . . . . . . . . . . . . .    39
Section 6.6  Appointment, Removal and Resignation of Trustees . . . . . .    39
Section 6.7  Vacancies among Trustees . . . . . . . . . . . . . . . . . .    41
Section 6.8  Effect of Vacancies  . . . . . . . . . . . . . . . . . . . .    41
Section 6.9  Delegation of Power  . . . . . . . . . . . . . . . . . . . .    41
Section 6.10  Merger, Conversion, Consolidation or Succession to Business    42

                                  ARTICLE 7

                             THE SECURITIES . . . . . . . . . . . . . . .    42
Section 7.1  General Provisions Regarding Securities  . . . . . . . . . .    42
Section 7.2  Distributions  . . . . . . . . . . . . . . . . . . . . . . .    45
Section 7.3  Redemption of Securities; Distribution of Debentures . . . .    46
Section 7.4  Redemption Procedures  . . . . . . . . . . . . . . . . . . .    47
</Table>





                                       iv
<PAGE>


<Table>
<Caption>
                                                                           Page
                                                                           ----
<S>                                                                         <C>
Section 7.5  Voting Rights of Capital Securities  . . . . . . . . . . . .    49
Section 7.6  Voting Rights of Common Securities . . . . . . . . . . . . .    51
Section 7.7  Paying Agent . . . . . . . . . . . . . . . . . . . . . . . .    52
Section 7.8  Transfer of Securities . . . . . . . . . . . . . . . . . . .    53
Section 7.9  Mutilated, Destroyed, Lost or Stolen Certificates  . . . . .    54
Section 7.10  Deemed Security Holders . . . . . . . . . . . . . . . . . .    54
Section 7.11  Global Securities . . . . . . . . . . . . . . . . . . . . .    55
Section 7.12  Restrictive Legend  . . . . . . . . . . . . . . . . . . . .    57
Section 7.13  Regulation S Global Securities; Regulation S Certificates .    59
Section 7.14  Special Transfer Provisions . . . . . . . . . . . . . . . .    62

                                  ARTICLE 8

DISSOLUTION AND TERMINATION OF TRUST  . . . . . . . . . . . . . . . . . .    66
Section 8.1  Dissolution and Termination of Trust . . . . . . . . . . . .    66
Section 8.2  Liquidation Distribution Upon Termination and
    Dissolution of the Trust  . . . . . . . . . . . . . . . . . . . . . .    67

                                  ARTICLE 9

                          LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS . . . . . .    67
Section 9.1  Liability  . . . . . . . . . . . . . . . . . . . . . . . . .    67
Section 9.2  Exculpation  . . . . . . . . . . . . . . . . . . . . . . . .    68
Section 9.3  Fiduciary Duty . . . . . . . . . . . . . . . . . . . . . . .    68
Section 9.4  Indemnification  . . . . . . . . . . . . . . . . . . . . . .    69
Section 9.5  Outside Businesses . . . . . . . . . . . . . . . . . . . . .    72

                                  ARTICLE 10

                                  ACCOUNTING. . . . . . . . . . . . . . .    72
Section 10.1  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . .    72
Section 10.2  Certain Accounting Matters  . . . . . . . . . . . . . . . .    72
Section 10.3  Banking . . . . . . . . . . . . . . . . . . . . . . . . . .    73
Section 10.4  Withholding . . . . . . . . . . . . . . . . . . . . . . . .    73

                                  ARTICLE 11

                          AMENDMENTS AND MEETINGS . . . . . . . . . . . .    74
Section 11.1  Amendments  . . . . . . . . . . . . . . . . . . . . . . . .    74
</Table>





                                       v
<PAGE>


<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>                                                                          <C>
Section 11.2  Meetings of the Holders of Securities;
       Action by Written Consent. . . . . . . . . . . . . . . . . . . . .    77

                                  ARTICLE 12

                     REPRESENTATIONS OF PROPERTY TRUSTEE
                           AND DELAWARE TRUSTEE . . . . . . . . . . . . .    78

Section 12.1  Representations and Warranties of the Property Trustee  . .    78
Section 12.2  Representations and Warranties of the Delaware Trustee  . .    79

                                  ARTICLE 13

                                 MISCELLANEOUS. . . . . . . . . . . . . .    80
Section 13.1  Notices . . . . . . . . . . . . . . . . . . . . . . . . . .    80
Section 13.2  Governing Law . . . . . . . . . . . . . . . . . . . . . . .    81
Section 13.3  Intention of the Parties  . . . . . . . . . . . . . . . . .    81
Section 13.4  Headings  . . . . . . . . . . . . . . . . . . . . . . . . .    81
Section 13.5  Successors and Assigns  . . . . . . . . . . . . . . . . . .    82
Section 13.6  Partial Enforceability  . . . . . . . . . . . . . . . . . .    82
Section 13.7  Counterparts  . . . . . . . . . . . . . . . . . . . . . . .    82
Section 13.8  Undertaking for Costs.  . . . . . . . . . . . . . . . . . .    82
</Table>





                                       vi
<PAGE>

                   AMENDED AND RESTATED DECLARATION OF TRUST
                            OF CAPITAL ONE CAPITAL I

                 THIS AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration")
dated as of January 31, 1997 among CAPITAL ONE BANK, a Virginia state chartered
bank, as Sponsor, THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association, as the initial Property Trustee and FIRST CHICAGO DELAWARE INC.,
as the initial Delaware Trustee, not in their individual capacities but solely
as Trustees, and the holders, from time to time, of undivided beneficial
ownership interests in the assets of the Trust to be issued pursuant to this
Declaration.

                 WHEREAS, the Trustees, the Property Trustee and the Sponsor
established Capital One Capital I (the "Trust"), a business trust under the
Business Trust Act (as defined, together with other capitalized terms, herein)
pursuant to a Declaration of Trust dated as of January 31, 1997 (the "Original
Declaration") and a Certificate of Trust (the "Certificate of Trust") filed
with the Secretary of State of the State of Delaware on January 28, 1997; and

                 WHEREAS, the sole purpose of the Trust shall be to issue and
sell certain securities representing undivided beneficial ownership interests
in the assets of the Trust, to invest the proceeds from such sales in the
Debentures issued by the Debenture Issuer and to engage in only those
activities necessary or incidental thereto; and

                 WHEREAS, all of the Trustees 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
that the Trust constitute a business trust under the Business Trust Act, the
Trustees hereby declare that all assets contributed to the Trust be held in
trust for the benefit of the Holders, from time to time, of the Securities
representing undivided beneficial ownership interests in the assets of the
Trust issued hereunder, subject to the provisions of this Declaration.


                                   ARTICLE 1





<PAGE>
                                                                               2


                         INTERPRETATION AND DEFINITIONS

                 Section 1.1  Interpretation and Definitions.

                 Unless the context otherwise requires:

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

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

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

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

                 (e)      a term defined in the Trust Indenture Act 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 and a reference to any masculine form of a term shall include the
feminine form of a term, as applicable.

                 "Administrators" means each Person appointed pursuant to
Section 6.5, 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.

                 "Authorization Certificate" means a written certificate signed
by two of the Administrators for the purpose of





<PAGE>
                                                                               3

establishing the terms and form of the Capital Securities and the Common
Securities as determined by the Administrators.

                 "Authorized Officer" of a Person means the Chairman of the
Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President, a Vice President, the principal financial officer, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of such Person.

                 "Business Day" means any day other than a Saturday or Sunday
or a day on which banking institutions in Wilmington, Delaware, Richmond,
Virginia or New York, New York are authorized or required by law or executive
order to remain closed or a day on which the Corporate Trust Office of the
Property Trustee is closed for business.

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

                 "Capital Security" has the meaning specified in Section 7.1.

                 "Capital Security Beneficial Owner" means, with respect to any
beneficial interest in a Global Security, ownership and transfers of which
shall be maintained and made through book entries by a Depositary, a Person who
is the beneficial owner of such beneficial interest, as reflected on the books
of the Depositary, or on the books of a Person maintaining an account with such
Depositary (as a direct or indirect participant, in each case in accordance
with the rules of such Depositary).

                 "Capital Security Certificate" means a certificate
representing a Capital Security.

                 "Cedel" means Cedel Bank, societe anonyme.

                 "Certificate" means a Common Security Certificate or a Capital
Security Certificate.

                 "Certificate of Trust" has the meaning specified in the
recitals hereto.





<PAGE>
                                                                               4


                 "Closing Date" means the date or dates on which the Capital
Securities are issued and sold.

                 "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor legislation.  A reference to a specific
section of the Code refers not only to such specific section but also to any
corresponding provision of any federal tax statute enacted after the date of
this Declaration, as such specific section or corresponding provision is in
effect on the date of application of the provisions of this Declaration
containing such reference.

                 "Commission" means the Securities and Exchange Commission.

                 "Common Securities Holder" means Capital One Bank in its
capacity as purchaser and holder of all of the Common Securities issued by the
Trust.

                 "Common Security" has the meaning specified in Section 7.1

                 "Common Security Certificate" means a definitive certificate
in fully registered form representing a Common Security.

                 "Corporate Trust Office" means the office of the Property
Trustee at which the corporate trust business of the Property Trustee shall, at
any particular time, be principally administered, which office at the date of
execution of this Declaration is located at One First National Plaza, Suite
0126, Chicago, Illinois 60670-0126.

                 "Corporation" means Capital One Financial Corporation.

                 "Covered Person" means (a) any 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.

                 "Custodian" means The First National Bank of Chicago in its
capacity as Custodian.





<PAGE>
                                                                               5


                 "Debenture Issuer" means Capital One Bank in its capacity as
issuer of the Debentures under the Indenture.

                 "Debenture Maturity Date" means the date specified pursuant to
the terms of the Debentures as the date on which the principal of the
Debentures is due and payable, as such date may be shortened pursuant to the
terms of the Debentures including any such date resulting from a Maturity
Advancement (as defined in the Indenture).

                 "Debenture Redemption Date" means, with respect to any
Debentures to be redeemed under the Indenture, the date fixed for redemption
under the Indenture.

                 "Debenture Trustee" means The First National Bank of Chicago,
in its capacity as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

                 "Debentures" means the Securities (as defined in the
Indenture) to be issued by the Debenture Issuer and to be held by the Property
Trustee.

                 "Delaware Trustee" has the meaning set forth in Section 6.2.

                 "Depositary" means, with respect to Securities issuable in
whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as
Depositary for such Securities.

                 "Direct Action"  has the meaning set forth in Section 3.8(e).

                 "Distribution" means a distribution payable to Holders of
Securities in accordance with Section 7.2.

                 "DTC" means The Depository Trust Company, the initial
Depositary.

                 "DWAC" means Deposit and Withdrawal At Custodian Service.





<PAGE>
                                                                               6


                 "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System.

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

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

                 "Global Security" has the meaning set forth in Section 7.11.

                 "Guarantee" means the guarantee agreement of the Corporation
in respect of the Capital Securities and the Common Securities.

                 "Holder" means a Person in whose name a Certificate
representing a Security is registered, such Person being a beneficial owner
within the meaning of the Business Trust Act; provided, however, that in
determining whether the Holders of the requisite liquidation amount of Capital
Securities have voted on any matter provided for in this Declaration, then for
the purpose of such determination only (and not for any other purpose
hereunder), if the Capital Securities remain in the form of one or more Global
Securities, the term "Holders" shall mean the holder of the Global Security
acting at the direction of the beneficial owners of the Capital Securities.

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

                 "Indenture" means the Indenture dated as of January 31, 1997,
between the Debenture Issuer and the Debenture Trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued.

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





<PAGE>
                                                                               7

                 "Initial Purchasers" means Lehman Brothers Inc. and J.P.
Morgan Securities Inc.

                 "Institutional Accredited Investor" means an institution that
is an "accredited investor" as the term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.

                 "Investment Company" means an investment company as defined in
the Investment Company Act and the regulations promulgated thereunder.

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

                 "Investment Company Event" means the receipt by the Trust of
an opinion of counsel, rendered by a law firm having a recognized national
securities practice, to the effect that, as a result of the occurrence of a
change in law or regulation by any legislative body, court, governmental agency
or regulatory authority (a "Change in 1940 Act Law"), the Trust is or will be
considered an "investment company" that is required to be registered under the
Investment Company Act, which Change in 1940 Act Law becomes effective on or
after the Closing Date.

                 "Legal Action" has the meaning set forth in Section 3.6(g).

                 "List of Holders" has the meaning specified in Section 2.2(a).

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





<PAGE>
                                                                               8


                 "Non-U.S. Certificate" has the meaning set forth in Section
7.13(c).

                 "Officers' Certificate" means, with respect to any Person
(other than Administrators who are natural persons), a certificate signed by
two Authorized Officers of such Person on behalf 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 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

                 (c)      a statement as to whether, in the opinion of each
such officer and on behalf of such Person, such condition or covenant has been
complied with; provided, that the term "Officers' Certificate", when used with
reference to Administrators who are natural persons shall mean a certificate
signed by two of the Administrators which otherwise satisfies the foregoing
requirements.

                 "Paying Agent" has the meaning specified in Section 3.8(h).

                 "Payment Amount" has the meaning specified in Section 7.2(a).

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

                 "PORTAL"  has the meaning specified in Section 3.6





<PAGE>
                                                                               9


                 "Private Placement Legend" has the meaning specified in
Section 314 of the Indenture.

                 "Property Account" has the meaning specified in Section
3.8(c).

                 "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 6.3.

                 "Pro Rata" means pro rata to each Holder of 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.

                 "Qualified Institutional Buyer" or "QIB" has the meaning
specified in Rule 144A under the Securities Act.

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

                 "Redemption Price" has the meaning specified in Section
7.3(a).

                 "Regulation S" means Regulation S under the Securities Act and
any successor regulation thereto.

                 "Regulation S Certificate" shall have the meaning set forth in
Section 7.2.
                 "Regulation S Global Security" means any Global Security or
Securities evidencing Securities that are to be traded pursuant to Regulation
S.

                 "Regulation S Permanent Security" shall have the meaning set
forth in Section 7.2.

                 "Regulation S Temporary Security" shall have the meaning set
forth in Section 7.2.

                 "Regulatory Capital Event" means that the Bank shall have
reasonably determined that, as a result of (a) any amendment to or change
(including any announced prospective change) in the laws (or any regulations
thereunder) of the United States or any rules, guidelines or policies of the
Federal Reserve Board or (b)





<PAGE>
                                                                              10

any official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such pronouncement or action or decision is announced on or after
the date of original issuance of the Capital Securities, there is more than an
insubstantial risk that the Bank will not be entitled to treat an amount equal
to the liquidation amount of the Capital Securities as either Tier 1 capital
(or its then equivalent) or Tier 2 capital (or its then equivalent), provided,
however, that the distribution of the Debentures in connection with the
liquidation of the Trust by the Bank shall not in and of itself constitute a
Regulatory Capital Event unless such liquidation shall have occurred in
connection with a Tax Event or an Investment Company Event.

                 "Related Party" means, with respect to the Sponsor, any direct
or wholly owned subsidiary of the Sponsor or any Person that owns, directly or
indirectly, 100% of the outstanding voting securities of the Sponsor.

                 "Release Date" shall have the meaning set forth in Section
7.2.

                 "Responsible Officer", when used with respect to the Property
Trustee, means any officer within the Corporate Trust Office, including any
Vice-President, any Assistant Vice-President, the Secretary, any Assistant
Secretary or any other officer of the Property 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 Global Security" means any Global Security or
Securities evidencing Securities that are to be sold pursuant to Rule 144A.

                 "Restricted Period" shall mean the period prior to or on the
fortieth day after the later of the commencement of the offering of the Capital
Securities and the Closing Date.

                 "Restricted Security" has the meaning assigned to such term in
Rule 144(a)(3) under the Securities Act.





<PAGE>
                                                                              11


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

                 "Rule 3a-7" means Rule 3a-7 under the Investment Company Act
or any successor rule thereunder.

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

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

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

                 "Sponsor" means Capital One Bank, a Virginia state chartered
bank, or any successor entity in a merger, consolidation or amalgamation, in
its capacity as sponsor of the Trust.

                 "Successor Delaware Trustee" has the meaning specified in
Section 6.6(b).

                 "Successor Entity" has the meaning specified in Section
3.15(b)(i).

                 "Successor Property Trustee" has the meaning specified in
Section 6.6(b).

                 "Successor Security" has the meaning specified in Section
3.15(b)(i)b.

                 "Super Majority" has the meaning set forth in Section
2.6(a)(ii).

                 "Tax Event" means the receipt by the Debenture Issuer of an
opinion of counsel, rendered by a law firm having a recognized national tax
practice, to the effect that, as a result of any amendment to, change in or
announced proposed 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 or administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations,
which amendment or change is adopted or which proposed change, pronouncement or
decision is announced or which





<PAGE>
                                                                              12

action is taken on or after the Closing Date, 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 the United States federal income tax with respect
to income received or accrued on the Debentures, (ii) interest payable by the
Debenture Issuer on such Debentures is not, or within 90 days of the date of
such opinion, will not be deductible by the Debenture Issuer, in whole or in
part, for United States federal income tax purposes, or (iii) the Trust is, or
will be within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

                 "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 Enforcement Event" in respect of the Securities means
an Indenture Event of Default has occurred and is continuing in respect of the
Debentures.

                 "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.

                 "25% in Liquidation Amount" means, except as provided in the
terms of the Capital Securities or by the Trust Indenture Act, Holder(s) of
outstanding Securities, voting together as a single class, or, as the context
may require, Holders of outstanding Capital Securities or Holders of
outstanding Common Securities, voting separately as a class, who are the record
owners of 10% or more of the aggregate liquidation amount (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions





<PAGE>
                                                                              13

to the date upon which the voting percentages are determined) of all
outstanding Securities of the relevant class.


                                   ARTICLE 2

                              TRUST INDENTURE ACT

                 Section 2.1  Trust Indenture Act; Application.

                 (a)      This Declaration is subject to the provisions of the
Trust Indenture Act that are required to be part of this Declaration and shall,
to the extent applicable, be governed by such provisions.

                 (b)      The Property Trustee shall be the only Trustee which
is a Trustee for the purposes of the Trust Indenture Act.

                 (c)      If and to the extent that any provision of this
Declaration conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

                 (d)      The application of the Trust Indenture Act to this
Declaration shall not affect the Trust's classification as a grantor trust for
United States federal income tax purposes and shall not affect the nature of
the Securities as equity securities representing undivided beneficial ownership
interests in the assets of the Trust.

                 Section 2.2  Lists of Holders of Securities.

                 (a)      Each of the Sponsor and the Administrators on behalf
of the Trust shall provide the Property Trustee with a list, in such form as
the Property Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders"), (i) quarterly, not later than
January 15, April 15, July 15 and October 15 of each year and current as of
such date, and (ii) at any other time, within 30 days of receipt by the Trust
of a written request from the Property Trustee for a List of Holders as of a
date no more than 15 days before such List of Holders is given to the Property
Trustee; provided that neither the Sponsor nor the Regular Trustees on behalf
of the Trust shall be obligated to provide





<PAGE>
                                                                              14

such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Property Trustee by the Sponsor and
the Regular Trustees on behalf of the Trust.  The Property Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity), provided that the Property
Trustee may, but shall not be obligated to, destroy any List of Holders
previously given to it on receipt of a new List of Holders.

                 (b)      The Property Trustee shall comply with its
obligations under, and shall be entitled to the benefits of, Sections 311(a),
311(b) and 312(b) of the Trust Indenture Act.

                 Section 2.3  Reports by the Property Trustee.

                 Within 60 days after May 15 of each year (commencing in the
year of the first anniversary of the issuance of the Capital Securities), the
Property Trustee shall provide to the Holders of the Capital Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Property Trustee shall also comply with the requirements of Section 313(d)
of the Trust Indenture Act.

                 Section 2.4  Periodic Reports to the Property Trustee.

                 Each of the Sponsor and the Administrators on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the
Trust Indenture Act and an Officer's Certificate as to its compliance with all
conditions and covenants under this Declaration on an annual basis on or before
120 days after the end of each fiscal year of the Sponsor.

                 Section 2.5  Evidence of Compliance with Conditions Precedent.

                 Each of the Sponsor and the Administrators on behalf of the
Trust shall provide to the Property Trustee such evidence of





<PAGE>
                                                                              15

compliance with any conditions precedent, if any, provided for in this
Declaration that relate to any of the matters set forth in Section 314(c) of
the Trust Indenture Act.  Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) shall be given in the form of an
Officers' Certificate.

                 Section 2.6  Trust Enforcement Events; Waiver.

                 (a)      The Holders of a Majority in Liquidation Amount of
the Capital Securities may, by vote or written consent, on behalf of the
Holders of all of the Capital Securities, waive any past Trust Enforcement
Event in respect of the Capital Securities and its consequences, provided that,
if the underlying Indenture Event of Default:

                 (i)      is not waivable under the Indenture, the Trust
                          Enforcement Event under the Declaration shall also
                          not be waivable; or

                 (ii)     requires the consent or vote of greater than a
                          majority in principal amount of the holders of the
                          Debentures (a "Super Majority") to be waived under
                          the Indenture, the Trust Enforcement Event under the
                          Declaration may only be waived by the vote or written
                          consent of the Holders of at least the proportion in
                          liquidation amount of the Capital Securities that the
                          relevant Super Majority represents of the aggregate
                          principal amount of the Debentures outstanding.

                 The foregoing provisions of this Section 2.6(a) shall be in
lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act.  Upon
such waiver, any such default shall cease to exist, and any Trust Enforcement
Event with respect to the Capital Securities arising therefrom shall be deemed
to have been cured, for every purpose of this Declaration and the Capital
Securities, but no such waiver shall extend to any subsequent or other Trust
Enforcement Event with respect to the Capital Securities or impair any right
consequent thereon. Any waiver by the Holders of the Capital Securities of a
Trust Enforcement Event with respect to the Capital Securities shall also be
deemed to constitute a waiver by the Holders of the





<PAGE>
                                                                              16

Common Securities of any such Trust Enforcement Event with respect to the
Common Securities for all purposes of this Declaration without any further act,
vote, or consent of the Holders of the Common Securities.

                 (b)      The Holders of a Majority in Liquidation Amount of
the Capital Securities will have the right to direct the time, method and place
of conducting any proceeding of any remedy available to the Property Trustee or
to direct the exercise of any trust or power conferred upon the Property
Trustee, including the right to direct the Property Trustee to exercise the
remedies available to it as Holder of the Debentures.

                 (c)      The Holders of a Majority in Liquidation Amount of
the Common Securities may, by vote or written consent, on behalf of the Holders
of all of the Common Securities, waive any past Trust Enforcement Event in
respect of the Common Securities and its consequences, provided that, if the
underlying Indenture Event of Default:

                 (i)      is not waivable under the Indenture, except where the
                          Holders of the Common Securities are deemed to have
                          waived such Trust Enforcement Event under the
                          Declaration as provided below in this Section 2.6(c),
                          the Trust Enforcement Event under the Declaration
                          shall also not be waivable; or

                 (ii)     requires the consent or vote of a Super Majority to
                          be waived under the Indenture, except where the
                          Holders of the Common Securities are deemed to have
                          waived such Trust Enforcement Event under the
                          Declaration as provided below in this Section 2.6(c),
                          the Trust Enforcement Event under the Declaration may
                          only be waived by the vote or written consent of the
                          Holders of at least the proportion in liquidation
                          amount of the Common Securities that the relevant
                          Super Majority represents of the aggregate principal
                          amount of the Debentures outstanding;

provided further, each Holder of Common Securities will be deemed to have
waived any Trust Enforcement Event and all Trust Enforcement Events with
respect to the Common Securities and the consequences thereof until all Trust
Enforcement Events with





<PAGE>
                                                                              17

respect to the Capital Securities have been cured, waived or otherwise
eliminated, and until such Trust Enforcement Events with respect to the Capital
Securities have been so cured, waived or otherwise eliminated, the Property
Trustee will be deemed to be acting solely on behalf of the Holders of the
Capital Securities and only the Holders of the Capital Securities will have the
right to direct the Property Trustee in accordance with the terms of the
Securities.  The foregoing provisions of this Section 2.6(c) shall be in lieu
of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by
the Trust Indenture Act.  Subject to the foregoing provisions of this Section
2.6(c), upon such waiver, any such default shall cease to exist and any Trust
Enforcement Event with respect to the Common Securities 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 Trust Enforcement Event with
respect to the Common Securities or impair any right consequent thereon.

                 (d)      A waiver of an Indenture Event of Default by the
Property Trustee at the direction of the Holders of the Capital Securities
constitutes a waiver of the corresponding Trust Enforcement Event with respect
to the Capital Securities under this Declaration.  The foregoing provisions of
this Section 2.6(d) shall be in lieu of Section 316(a)(1)(B) of the Trust
Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is
hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act.

                 Section 2.7  Trust Enforcement Event; Notice.

                 (a)      The Property Trustee shall, within 90 days after the
occurrence of a Trust Enforcement Event actually known to a Responsible Officer
of the Property Trustee, transmit by mail, first class postage prepaid, to the
Holders of the Securities, notices of all such defaults with respect to the
Securities unless such defaults have been cured before the giving of such
notice (the term "defaults" for the purposes of this Section 2.7(a) being
hereby defined to be an Indenture Event of Default, not including any periods
of grace provided for therein and irrespective of the giving of any notice
provided therein); provided that, except for a default in the payment of
principal





<PAGE>
                                                                              18

of (or premium, if any) or interest on any of the Debentures, the Property
Trustee shall be fully protected in withholding such notice if and so long as a
Responsible Officer of the Property Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the
Securities.

                 (b)      The Property Trustee shall not be deemed to have
knowledge of any default except:

                 (i)      a default under Sections 501(1) and 501(2) of the
                          Indenture; or

                 (ii)     any default as to which the Property Trustee shall
                          have received written notice or of which a
                          Responsible Officer of the Property Trustee charged
                          with the administration of this Declaration shall
                          have actual knowledge.


                                   ARTICLE 3

                                  ORGANIZATION

                 Section 3.1  Name and Organization.

                 The Trust hereby continued is named "Capital One Capital I" as
such name may be modified from time to time by the Administrators following
written notice to the Holders of Securities and the Trustees, in which name the
Trustees may conduct the business of the Trust, make and execute contracts and
other instruments on behalf of the Trust and sue and be sued. The Trust's
activities may be conducted under the name of the Trust or any other name
deemed advisable by the Regular Trustees.

                 Section 3.2  Office.

                 The address of the principal executive office of the Trust is
2980 Fairview Park Drive, Suite 1300, Falls Church, Virginia 22042-4525.  On 10
Business Days' written notice to the Holders of Securities and the Trustees,
the Administrators may designate another principal office.





<PAGE>
                                                                              19


                 Section 3.3  Purpose.

                 The exclusive purposes and functions of the Trust are (a) to
issue and sell the Securities and use the gross proceeds from such sale to
acquire the Debentures, and (b) except as otherwise limited herein, to engage
in only those other activities necessary or incidental thereto.  The Trust
shall not borrow money, issue debt or reinvest proceeds derived from
investments, mortgage, pledge any of its assets or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be
classified as a grantor trust for United States federal income tax purposes.

                 By the acceptance of this Trust, none of the Trustees, the
Administrators, the Sponsor, the Holders of the Capital Securities or Common
Securities or the Capital Security Beneficial Owners will take any position
which is contrary to the classification of the Trust as a grantor trust for
United States federal income tax purposes.

                 Section 3.4  Authority.

                 The Sponsor hereby appoints the Trustees as trustees of the
Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment.  The Property Trustee
hereby declares that it will hold the trust property in trust upon and subject
to the conditions set forth herein for the benefit of the Trust and the Holders
of the Securities.  The Administrators shall have only those ministerial duties
set forth herein with respect to accomplishing the purposes of the Trust and
shall not be trustees or fiduciaries with respect to the Trust or the Holders
of the Securities.  The Property Trustee shall have the right, but shall not be
obligated except as provided in Section 3.8(i), to perform those duties
assigned to the Administrators.  An action taken by the Administrators in
accordance with their powers shall constitute the act of and serve to bind the
Trust and an action taken by the Property Trustee on behalf of the Trust in
accordance with its powers shall constitute the act of and serve to bind the
Trust.  In dealing with the Trustees acting on behalf of the Trust, no person
shall be required to inquire into the authority of the Trustees to bind the
Trust.  Persons dealing





<PAGE>
                                                                              20

with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

                 (a)      Except as expressly set forth in this Declaration and
except if a meeting of the Administrators is called with respect to any matter
over which the Administrators have power to act, any power of the
Administrators may be exercised by, or with the consent of, any one such
Administrator.

                 (b)      Unless otherwise determined by the Administrators,
and except as otherwise required by the Business Trust Act or applicable law,
any Administrator is authorized to execute on behalf of the Trust any documents
which the Administrators have the power and authority to cause the Trust to
execute pursuant to Section 3.6(b); and

                 (c)      An Administrator may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21
his or her power for the purposes of signing any documents which the
Administrators have power and authority to cause the Trust to execute pursuant
to Section 3.6.

                 (d)      Notwithstanding anything herein to the contrary, the
Administrators and the Property Trustee are authorized and directed to conduct
the affairs of the Trust and to operate the Trust so that the Trust will not be
deemed to be an "investment company" required to be registered under the 1940
Act, or fail to be classified as a grantor trust for United States Federal
income tax purposes and so that the Debentures will be treated as indebtedness
of the Debenture Issuer for United States Federal income tax purposes.  In this
connection, the Administrators, the Property Trustee and the Holders of a
Majority in Liquidation Amount of Common Securities are authorized to take any
action, not inconsistent with applicable law, the Certificate of Trust or this
Declaration, that each of any Administrator, the Property Trustee and the
Holders of a Majority in Liquidation Amount of Common Securities determines in
its discretion to be necessary or desirable for such purposes, as long as such
action does not adversely affect in any material respect the interests of the
holders of the Capital Securities.





<PAGE>
                                                                              21


                 Section 3.5  Title to Property of the Trust.

                 Except as provided in Section 3.8 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 ownership interest in the assets
of the Trust.

                 Section 3.6  Powers and Duties of the Administrators.

                 The Administrators shall have the power, duty and authority to
cause the Trust to engage in the following activities, subject to the
limitations and restrictions of applicable laws:

                 (a)      to establish the terms and form of the Capital
Securities and the Common Securities in the manner specified in Section 7.1 and
issue and sell the Capital Securities and the Common Securities in accordance
with this Declaration; provided, that there shall be no interests in the Trust
other than the Securities, and no more than one series of Common Securities and
one series of Capital Securities;

                 (b)      in connection with the issue and sale of the Capital
Securities, at the direction of the Sponsor, to:

                 (i)      execute and file any documents prepared by the
                          Sponsor, or take any acts as determined by the
                          Sponsor to be necessary, in order to qualify or
                          register all or part of the Capital Securities in any
                          State in which the Sponsor has determined to qualify
                          or register such Capital Securities for sale;

                 (ii)     execute and file an application, prepared by the
                          Sponsor, to the Private Offerings, Resales and
                          Trading through Automated Linkages ("PORTAL") Market
                          and if and at such time determined by the Sponsor, to
                          The New York Stock Exchange, Inc. or any other
                          national stock exchange or the Nasdaq Stock Market's
                          National Market for listing upon notice of issuance
                          of any Capital Securities; and





<PAGE>
                                                                              22

                 (iii)    execute and deliver letters or documents to,
                          or instruments with, DTC relating to the
                          Capital Securities.

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

                 (d)      to give the Sponsor and the Property Trustee prompt
written notice of the occurrence of a Special Event; provided that the
Administrators shall consult with the Sponsor and the Property Trustee before
taking or refraining from taking any action in relation to any such Special
Event;

                 (e)      to establish a record date with respect to all
actions to be taken hereunder that require a record date be established,
including and with respect to, for the purposes of Section 316(c) of the Trust
Indenture Act, 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;

                 (f)      to take all actions and perform such duties as may be
required of the Administrators pursuant to the terms of this Declaration and
the Securities;

                 (g)      to bring or defend, pay, collect, compromise,
arbitrate, resort to legal action or otherwise adjust claims or demands of or
against the Trust ("Legal Action"), unless pursuant to Section 3.8(e), the
Property Trustee has the exclusive power to bring such Legal Action;

                 (h)      to employ or otherwise engage employees and agents
(who may be designated as officers with titles) and managers, contractors,
advisors and consultants to conduct only those services that the Administrators
have authority to conduct directly, and to and pay reasonable compensation for
such services;

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





<PAGE>
                                                                              23

                 (j)      to consent to the appointment of a registrar, paying
agent and transfer agent for the Securities which consent shall not be
unreasonably withheld;

                 (k)      to give prompt written notice to the Holders of the
Securities 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 Debentures as authorized by the Indenture;

                 (l)      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 and of each other jurisdiction 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;

                 (m)      to take all action necessary to cause all applicable
tax returns and tax information reports that are required to be filed with
respect to the Trust to be duly prepared and filed by the Regular Trustees, on
behalf of the Trust;

                 (n)      to execute all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing; and

                 (o)      No provision of this Declaration shall be construed
to relieve an Administrator from liability for his own negligent action, his
own negligent failure to act, or his own willful misconduct, except that:

                 (i)      prior to the occurrence of a Trust Enforcement Event
                          and after the curing or waiving of such Trust
                          Enforcement Event that may have occurred:

                          (A)     the duties and obligations of the
                                  Administrators shall be determined solely by
                                  the express provisions of this Declaration
                                  and the Administrators shall not be liable
                                  except for the performance of such duties and





<PAGE>
                                                                              24

                                  obligations as are specifically set forth in
                                  this Declaration, and no implied covenants or
                                  obligations shall be read into this
                                  Declaration against the Administrators; and

                          (B)     in the absence of bad faith on the part of an
                                  Administrator, such Administrator may
                                  conclusively rely, as to the truth of the
                                  statements and the correctness of the
                                  opinions expressed therein, upon any
                                  certificates or opinions furnished to such
                                  Administrator and conforming to the
                                  requirements of this Declaration; but in the
                                  case of any such certificates or opinions
                                  that by any provision hereof are specifically
                                  required to be furnished to such
                                  Administrator, such Administrator shall be
                                  under a duty to examine the same to determine
                                  whether or not they conform to the
                                  requirements of this Declaration;

                 (ii)     an Administrator shall not be liable for any error of
                          judgment made in good faith unless it shall be proved
                          that such Administrator was negligent in ascertaining
                          the pertinent facts;

                 (iii)    no provision of this Declaration shall require an
                          Administrator to expend or risk his own funds or
                          otherwise incur personal financial liability in the
                          performance of any of his duties or in the exercise
                          of any of his rights or powers, if he shall have
                          reasonable grounds for believing that the repayment
                          of such funds or liability is not reasonably assured
                          to him under the terms of this Declaration or
                          indemnity reasonably satisfactory to such
                          Administrator against such risk or liability is not
                          reasonably assured to him;

                 (iv)     an Administrator shall not be responsible for
                          monitoring the compliance by the Property Trustee or
                          the Sponsor with their respective duties under this
                          Declaration, nor shall such Administrator be liable
                          for any default or misconduct of the Property Trustee
                          or the Sponsor;





<PAGE>
                                                                              25


                 (v)      an Administrator may conclusively rely and shall be
                          fully protected in acting or refraining from acting
                          upon any resolution, certificate, statement,
                          instrument, opinion, report, notice, request,
                          direction, consent, order, bond, debenture, note,
                          other evidence of indebtedness or other paper or
                          document believed by him to be genuine and to have
                          been signed, sent or presented by the proper party or
                          parties;

                 (vi)     an Administrator 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 registration thereof;

                 (vii)    the Administrators may consult with counsel or other
                          experts of their selection and the advice or opinion
                          of such counsel and experts with respect to legal
                          matters or advice within the scope of such experts'
                          area of expertise shall be full and complete
                          authorization and protection in respect of any action
                          taken, suffered or omitted by them hereunder in good
                          faith and in accordance with such advice or opinion,
                          such counsel may be counsel to the Sponsor or any of
                          its Affiliates, and may include any of its employees.
                          The Administrators shall have the right at any time
                          to seek instructions concerning the administration of
                          this Declaration from any court of competent
                          jurisdiction;

                 (viii)   the Administrators shall be under no obligation to
                          exercise any of the rights or powers vested in them
                          by this Declaration at the request or direction of
                          any Holder, unless such Holder shall have provided to
                          the Administrators security and indemnity, reasonably
                          satisfactory to the Administrators, against the
                          costs, expenses (including attorneys' fees and
                          expenses) and liabilities that might be incurred by
                          them in complying with such request or direction,





<PAGE>
                                                                              26

                          including such reasonable advances as may be
                          requested by them;

                 (ix)     an Administrator shall not be bound to make any
                          investigation into the facts or matters stated in any
                          resolution, certificate, statement, instrument,
                          opinion, report, notice, request, direction, consent,
                          order, bond, debenture, note, other evidence of
                          indebtedness or other paper or document, but he, in
                          his discretion, may make such further inquiry or
                          investigation into such facts or matters as he may
                          see fit;

                 (x)      an Administrator may execute any of the powers
                          hereunder or perform any duties hereunder either
                          directly or by or through agents, custodians,
                          nominees or attorneys and such Administrator shall
                          not be responsible for any misconduct or negligence
                          on the part of any agent or attorney appointed with
                          due care by him hereunder;

                 (xi)     any action taken by an Administrator or his agents
                          hereunder shall bind the Trust and the Holders of the
                          Securities, and the signature of such Administrator
                          or his 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 such
                          Administrator to so act or as to his compliance with
                          any of the terms and provisions of this Declaration,
                          both of which shall be conclusively evidenced by such
                          Administrator's or his agent's taking such action;

                 (xii)    except as otherwise expressly provided by this
                          Declaration, an Administrator shall not be under any
                          obligation to take any action that is discretionary
                          under the provisions of this Declaration; and

                 (xiii)   an Administrator shall not be liable for any action
                          taken, suffered, or omitted to be taken by it in good
                          faith and reasonably believed by it to be authorized
                          or within the discretion or rights or powers
                          conferred upon it by this Declaration.





<PAGE>
                                                                              27


                 The Administrators shall exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3 and subject to the limitations and
restrictions of applicable law, and the Administrators shall have no power to,
and shall not, take any action that is inconsistent with the purposes and
functions of the Trust set forth in Section 3.3 or that is inconsistent with or
in contravention of any applicable law.

                 Subject to this Section 3.6, the Administrators shall have
none of the powers or the authority of the Property Trustee set forth in
Section 3.8.

                 Any expenses incurred by the Regular Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

                 Section 3.7  Prohibition of Actions by the Trust and the
Trustees.

                 (a)      The Trust shall not, and the Trustees (including the
Property Trustee) shall cause the Trust not to, engage in any activity other
than as required or authorized by this Declaration.  In particular, the Trust
shall not and the Trustees (including the Property Trustee) shall cause the
Trust not to:

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

                 (ii)     acquire any assets other than the Debentures (and any
                          interest or proceeds received thereon) and the
                          Guarantee (and the proceeds received thereon or with
                          respect thereto);

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

                 (iv)     make any loans or incur any indebtedness;

                 (v)      possess any power or otherwise act in such a way as
                          to vary the Trust assets;





<PAGE>
                                                                              28


                 (vi)     possess any power or otherwise act in such a way as
                          to vary the terms of the Securities in any way
                          whatsoever (except to the extent expressly authorized
                          in this Declaration or by the terms of the
                          Securities);

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

                 (viii)   other than as provided in this Declaration or by the
                          terms of the Securities, (A) direct the time, method
                          and place of exercising any trust or power conferred
                          upon the Debenture Trustee with respect to the
                          Debentures, (B) waive any past default that is
                          waivable under the Indenture, (C) exercise any right
                          to rescind or annul any declaration that the
                          principal of all the Debentures shall be due and
                          payable, or (D) consent to any amendment,
                          modification or termination of the Indenture or the
                          Debentures where such consent shall be required
                          unless, in each case, the Trust shall have received
                          (A) the prior approval of the Majority in Liquidation
                          Amount of the Capital Securities; provided, however,
                          that where a consent or action under the Indenture
                          would require the consent or act of the holders of
                          more than a majority of the aggregate liquidation
                          amount of Debentures affected thereby, only the
                          Holders of the percentage of the aggregate stated
                          liquidation amount of the Capital Securities which is
                          at least equal to the percentage required under the
                          Indenture may direct the Property Trustee to give
                          such consent to take such action and (B) an opinion
                          of counsel to the effect that such modification will
                          not cause more than an insubstantial risk that the
                          Trust will be deemed an Investment Company required
                          to be registered under the Investment Company Act, or
                          the Trust will not be classified as a grantor trust
                          for United States federal income tax purposes; or





<PAGE>
                                                                              29

                 (ix)     take any action inconsistent with the status of the
                          Trust as a grantor trust for United States federal
                          income tax purposes; or

                 (x)      revoke any action previously authorized or approved
                          by a vote of the Holders of the Capital Securities
                          except pursuant to a subsequent vote of the Holders
                          of the Capital Securities.

                 Section 3.8  Powers and Duties of the Property Trustee.

                 As among the Trustees and the Administrators, the Property
Trustee shall have the power, duty and authority to act on behalf of the Trust
with respect to the following matters:

                 (a)      The legal title to the Debentures shall be owned by
and held of record in the name of the Property Trustee in trust for the benefit
of the Trust and the Holders of the Securities.  The right, title and interest
of the Property Trustee to the Debentures shall vest automatically in each
Person who may hereafter be appointed as Property Trustee in accordance with
Section 6.6.  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 Property Trustee shall not transfer its right,
title and interest in the Debentures to the Administrators or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

                 (c)      The Property Trustee shall:

                 (i)      establish and maintain a segregated non-interest
                          bearing trust account (the "Property Account") in the
                          name of and under the exclusive control of the
                          Property Trustee 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
                          Property Trustee, deposit such funds into the
                          Property Account and make payments to the Holders of
                          the Capital Securities and Holders of the Common
                          Securities from the Property Account in accordance
                          with Section 7.2.  Funds in the Property Account
                          shall be held uninvested until





<PAGE>
                                                                              30

                          disbursed in accordance with this Declaration. The
                          Property Account shall be an account that is
                          maintained with a banking institution the rating on
                          whose long-term unsecured indebtedness is at least
                          equal to the rating assigned to the Capital
                          Securities by a "nationally recognized statistical
                          rating organization", as that term is defined for
                          purposes of Rule 436(g)(2) under the Securities Act;

                 (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
                          Regular Trustees in accordance with the terms of the
                          Securities, engage in such ministerial activities as
                          so directed and as shall be necessary or appropriate
                          to effect the distribution of the Debentures to
                          Holders of Securities upon the occurrence of a
                          Special Event.

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

                 (e)      The Property Trustee shall take any Legal Action
which arises out of or in connection with a Trust Enforcement Event of which a
Responsible Officer of the Property Trustee has actual knowledge or the
Property Trustee's duties and obligations under this Declaration or the Trust
Indenture Act; provided, however, that if a Trust Enforcement Event has
occurred and is continuing and such event is attributable to the failure of the
Debenture Issuer to pay interest or principal (or premium, if any) on the
Debentures on the date such interest or principal (or premium, if any) is
otherwise payable (or in the case of redemption, on the redemption date), then
a Holder of Capital Securities may directly institute a proceeding for
enforcement of payment to such Holder of the principal of (or premium, if any)
or interest on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Capital Security of such





<PAGE>
                                                                              31

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 Capital Securities to the extent of any payment made by the Debenture
Issuer to such Holder of Capital Securities in such Direct Action; provided,
however, that no Holder of the Common Securities may exercise any such right of
subrogation so long as an Trust Enforcement Event with respect to the Capital
Securities has occurred and is continuing.  Except as provided in the preceding
sentences, the Holders of Capital Securities will not be able to exercise
directly any other remedy available to the Holders of the Debentures.

                 (f)      The Property 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 Securities pursuant to the terms of the
                          Securities;

                 (ii)     a Successor Property Trustee has been appointed and
                          has accepted that appointment in accordance with
                          Section 6.6; or

                 (iii)    the Property Trustee has resigned in accordance
                          with Section 6.6.

                 (g)      Subject to such limitations as are necessary to
insure compliance with Section 3.3, the Property Trustee shall have the legal
power to exercise all of the rights, powers and privileges of a holder of
Debentures under the Indenture and, if a Trust Enforcement Event actually known
to a Responsible Officer of the Property Trustee occurs and is continuing, the
Property Trustee shall, for the benefit of Holders of the Securities, enforce
its rights as holder of the Debentures subject to the rights of the Holders
pursuant to the terms of such Securities.

                 (h)      The Property Trustee may authorize one or more
Persons (each, a "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all Securities and
any such Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act.  Any Paying Agent





<PAGE>
                                                                              32

may be removed by the Property Trustee at any time and a successor Paying Agent
or additional Paying Agents may be appointed at any time by the Property
Trustee.  In the event the Capital Securities do not remain in the form of one
or more Global Securities, the Property Trustee will act as Paying Agent. The
Property Trustee may designate additional or substitute Paying Agents at any
time.

                 (i)      The Property Trustee shall have the power and
authority to act with respect to any of the duties, liabilities, powers or the
authority of the Administrators set forth in Sections 3.6(e), (k) or (l)
herein, but shall not have a duty to do any such act unless specifically
directed to do so in writing by the Sponsor and then shall be fully protected
in acting pursuant to such direction; and in the event of a conflict between
the action of the Administrators and the action of the Property Trustee, the
action of the Property Trustee shall prevail.

                 The Property Trustee shall exercise the powers set forth in
this Section 3.8 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.3 and subject to the limitations and
restrictions of applicable law, and the Property Trustee shall have no power
to, and shall not, take any action that is inconsistent with the purposes and
functions of the Trust set out in Section 3.3.

                 Section 3.9  Certain Duties and Responsibilities of the
Property Trustee.

                 (a)      The Property Trustee, before the occurrence of any
Trust Enforcement Event and after the curing of all Trust Enforcement Events
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 Property Trustee.  In case a Trust
Enforcement Event has occurred (that has not been cured or waived pursuant to
Section 2.6) of which a Responsible Officer of the Property Trustee has actual
knowledge, the Property 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.





<PAGE>
                                                                              33


                 (b)      No provision of this Declaration shall be construed
to relieve the Property Trustee from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct, except that:

                 (i)      prior to the occurrence of a Trust Enforcement Event
                          and after the curing or waiving of all such Trust
                          Enforcement Events that may have occurred:

                          a.      the duties and obligations of the Property
                                  Trustee shall be determined solely by the
                                  express provisions of this Declaration and
                                  the Property Trustee shall not be liable
                                  except for the performance of such duties and
                                  obligations as are specifically set forth in
                                  this Declaration, and no implied covenants or
                                  obligations shall be read into this
                                  Declaration against the Property Trustee; and

                          b.      in the absence of bad faith on the part of
                                  the Property Trustee, the Property Trustee
                                  may conclusively rely, as to the truth of the
                                  statements and the correctness of the
                                  opinions expressed therein, upon any
                                  certificates or opinions furnished to the
                                  Property Trustee and conforming to the
                                  requirements of this Declaration; but in the
                                  case of any such certificates or opinions
                                  that by any provision hereof are specifically
                                  required to be furnished to the Property
                                  Trustee, the Property Trustee shall be under
                                  a duty to examine the same to determine
                                  whether or not they substantially conform to
                                  the requirements of this Declaration;

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

                 (iii)    the Property Trustee shall not be liable with respect
                          to any action taken or omitted to be taken





<PAGE>
                                                                              34

                          by it without negligence, in good faith in accordance
                          with the direction of the Holders of not less than a
                          Majority in Liquidation Amount of the Securities
                          relating to the time, method and place of conducting
                          any proceeding for any remedy available to the
                          Property Trustee, or exercising any trust or power
                          conferred upon the Property Trustee under this
                          Declaration;

                 (iv)     no provision of this Declaration shall require the
                          Property Trustee to expend or risk its own funds or
                          otherwise incur personal financial liability in the
                          performance of any of its duties or in the exercise
                          of any of its rights or powers, if it shall have
                          reasonable grounds for believing that the repayment
                          of such funds or liability is not reasonably assured
                          to it under the terms of this Declaration or
                          indemnity reasonably satisfactory to the Property
                          Trustee against such risk or liability is not
                          reasonably assured to it;

                 (v)      the Property 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
                          Property Trustee deals with similar property for its
                          own account, subject to the protections and
                          limitations on liability afforded to the Property
                          Trustee under this Declaration and the Trust
                          Indenture Act;

                 (vi)     the Property Trustee shall have no duty or liability
                          for or with respect to the value, genuineness,
                          existence or sufficiency of the Debentures or the
                          payment of any taxes or assessments levied thereon or
                          in connection therewith;

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





<PAGE>
                                                                              35

                          Property Trustee pursuant to Section 3.8(c)(i) and
                          except to the extent otherwise required by law;

                 (viii)   the Property 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 Property Trustee be liable
                          for any default or misconduct of the Administrators
                          or the Sponsor; and

                 (ix)     The Trustee shall be under no liability for interest
                          on any money received by it hereunder except as
                          otherwise agreed in writing with the Debenture
                          Issuer.

                 Section 3.10  Certain Rights of Property Trustee.

                 (a)      Subject to the provisions of Section 3.9:

                 (i)      the Property Trustee may conclusively rely and shall
                          be fully protected in acting or refraining from
                          acting upon any resolution, certificate, statement,
                          instrument, opinion, report, notice, request,
                          direction, consent, order, 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;

                 (ii)     any direction or act of the Sponsor or the
                          Administrators contemplated by this Declaration shall
                          be sufficiently evidenced by an Officers' Certificate
                          (or, with respect to the establishment of the terms
                          and form of the Securities by the Administrators, by
                          an Authorization Certificate);

                 (iii)    whenever in the administration of this Declaration,
                          the Property Trustee shall deem it desirable that a
                          matter be proved or established before taking,
                          suffering or omitting any action hereunder, the
                          Property 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'





<PAGE>
                                                                              36

                          Certificate which, upon receipt of such request,
                          shall be promptly delivered by the Sponsor or the
                          Administrators;

                 (iv)     the Property 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 registration thereof;

                 (v)      the Property Trustee may consult with counsel of its
                          choice or other experts and the advice or opinion of
                          such counsel and experts with respect to legal
                          matters or advice within the scope of such experts'
                          area of expertise 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 accordance with such advice or opinion,
                          such counsel may be counsel to the Sponsor or any of
                          its Affiliates, and may include any of its employees.
                          The Property Trustee shall have the right at any time
                          to seek instructions concerning the administration of
                          this Declaration from any court of competent
                          jurisdiction;

                 (vi)     the Property 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
                          Holder, unless such Holder shall have provided to the
                          Property Trustee security and indemnity, reasonably
                          satisfactory to the Property Trustee, against the
                          costs, expenses (including attorneys' fees and
                          expenses and the expenses of the Property Trustee's
                          agents, nominees or custodians) and liabilities that
                          might be incurred by it in complying with such
                          request or direction, including such reasonable
                          advances as may be requested by the Property Trustee;
                          provided that, nothing contained in this Section
                          3.10(a) shall be taken to relieve the Property
                          Trustee, upon the occurrence of an Indenture Event of
                          Default, of





<PAGE>
                                                                              37

                          its obligation to exercise the rights and powers
                          vested in it by this Declaration;

                 (vii)    the Property 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, direction, consent,
                          order, bond, debenture, note, other evidence of
                          indebtedness or other paper or document, but the
                          Property Trustee, in its discretion, may make such
                          further inquiry or investigation into such facts or
                          matters as it may see fit;

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

                 (ix)     any action taken by the Property Trustee or its
                          agents hereunder shall bind the Trust and the Holders
                          of the Securities, and the signature of the Property
                          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 Property 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 Property Trustee's or
                          its agent's taking such action;

                 (x)      whenever in the administration of this Declaration
                          the Property Trustee shall deem it desirable to
                          receive instructions with respect to enforcing any
                          remedy or right or taking any other action hereunder,
                          the Property Trustee (i) may request instructions
                          from the Holders of the Securities, the
                          Administrators or the Sponsor which instructions may
                          only be given by the Holders of





<PAGE>
                                                                              38

                          the same proportion in liquidation amount of the
                          Securities as would be entitled to direct the
                          Property Trustee under the terms of the 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 protected in
                          conclusively relying on or acting in accordance with
                          such instructions;

                 (xi)     if no Trust Enforcement Event has occurred and is
                          continuing and the Property Trustee is required to
                          decide between alternative causes of action, construe
                          ambiguous provisions in their Declaration or is
                          unsure of the application of any provision of their
                          Declaration, and the matter is not one on which
                          Holders of Capital Securities are entitled under the
                          Declaration to vote, then the Property Trustee may,
                          but shall be under no duty to, take such action as is
                          directed by the Sponsor and will have no liability
                          except for its own bad faith, negligence or willful
                          misconduct;

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

                 (xiii)   the Property Trustee shall not be liable for any
                          action taken, suffered or omitted to be taken by it
                          without negligence, in good faith and reasonably
                          believed by it to be authorized or within the
                          discretion, rights or powers conferred upon it by
                          this Declaration; and

                 (xiv)    the Trustee shall have a lien prior to the Securities
                          as to all property and funds held by it hereunder for
                          any amount owing it or any predecessor Trustee,
                          except with respect to funds held in trust for the
                          benefit of the Holders of particular Securities.





<PAGE>
                                                                              39

                 (b)      No provision of this Declaration shall be deemed to
impose any duty or obligation on the Property 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 Property
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 Property Trustee
shall be construed to be a duty.

                 Section 3.11  Delaware Trustee.

                 Notwithstanding any other provision of this Declaration other
than Section 6.2, the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Administrators, the Property Trustee or the Trustees,
generally (except as may be required by the Business Trust Act) described in
this Declaration.  Except as set forth in Section 6.2, 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 3.12  Execution of Documents.

                 Unless otherwise determined by the Property Trustee or the
Holders of a Majority in Liquidation Amount of the outstanding Capital
Securities or the Holders of a Majority in Liquidation Amount of the
outstanding Common Securities or as otherwise required by the Business Trust
Act or the Trust Indenture Act, and except as otherwise required by the
Business Trust Act, any Administrator is authorized to execute on behalf of the
Trust any documents that the Regular Trustees have the power and authority to
execute pursuant to Section 3.6.

                 Section 3.13  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 and the
Administrators do not assume any responsibility for their correctness.  The
Trustees and the Administrators make no representations as to the value or





<PAGE>
                                                                              40

condition of the property of the Trust or any part thereof.  The Trustees and
the Administrators make no representations as to the validity or sufficiency of
this Declaration, the Securities, the Debentures or the Indenture.

                 Section 3.14  Duration of Trust.

                 The Trust shall exist until terminated pursuant to the
provisions of Article 8 hereof.

                 Section 3.15  Mergers.

                 (a)      The Trust may not consolidate, amalgamate, merge with
or into, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any corporation or other body, except as
described in Section 3.15(b) and (c).

                 (b)      The Trust may, at the request of the Holders of the
Common Securities, and with the consent of the Holders of a Majority in
Liquidation Amount of the Capital Securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties
substantially as an entirety to a trust organized as such under the laws of any
State; provided that:

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

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

                          b.      substitutes for the Capital Securities other
                                  securities having substantially the same
                                  terms as the Capital Securities (the
                                  "Successor Securities") so long as the
                                  Successor Securities rank the same as the
                                  Capital Securities rank with respect to
                                  Distributions and payments upon liquidation,
                                  redemption and otherwise;

                 (ii)     if the Trust is not the successor entity, the
                          Property Trustee expressly appoints a trustee of such
                          Successor Entity that possesses substantially





<PAGE>
                                                                              41

                          the same powers and duties as the Property Trustee as
                          the holder of the Debentures;

                 (iii)    the Capital Securities or any Successor Securities
                          are listed, or any Successor Securities will be
                          listed upon notification of issuance, on any national
                          securities exchange or with any other 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;

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

                 (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 an opinion of independent counsel to the
                          Trust experienced in such matters to the effect that:

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

                          b.      following such merger, consolidation,
                                  amalgamation, replacement, conveyance,
                                  transfer or lease neither the Trust nor the





<PAGE>
                                                                              42

                                  Successor Entity will be required to register
                                  as an Investment Company; and

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

                 (viii)   the Sponsor or any permitted successor or assignee
                          owns all of the Common Securities the Corporation or
                          any permitted successor or assignee and guarantees
                          the obligations of such Successor Entity under the
                          Successor Securities at least to the extent provided
                          by the Guarantee; and

                 (ix)     such Successor Entity expressly assumes all of the
                          obligations of the Trust with respect to the Trustees.

                 (c)      Notwithstanding Section 3.15(b), the Trust shall not,
except with the consent of Holders of 100% in liquidation amount of the Capital
Securities, consolidate, amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes and each
Holder of the Securities not to be treated as owning an undivided beneficial
ownership interest in the Debentures.

                 Section 3.16  Property Trustee May File Proofs of Claim.

                 In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other similar judicial proceeding relative to the Trust or any other obligor
upon the Securities or the property of the Trust or of such other obligor or
their creditors, the Property Trustee (irrespective of whether any
Distributions on the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Property Trustee shall have made any demand on the





<PAGE>
                                                                              43

Trust for the payment of any past due Distributions) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

                 (a)      to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Securities (or, if the
Securities are original issue discount Securities, such portion of the
liquidation amount as may be specified in the terms of such Securities) and to
file such other papers or documents as may be necessary or advisable in order
to have the claims of the Property Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

                 (b)      to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

                 Nothing herein contained shall be deemed to authorize the
Property Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement adjustment or compensation
affecting the Securities or the rights of any Holder thereof or to authorize
the Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.





<PAGE>
                                                                              44



                                   ARTICLE 4

                                    SPONSOR

                 Section 4.1  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 the following activities:

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

                 (b)      to prepare for filing and cause the filing by the
Trust, as may be appropriate, of an application to the PORTAL, The New York
Stock Exchange, Inc. or any other national stock exchange or the Nasdaq
National Market for listing or quotation upon notice of issuance of any Capital
Securities;

                 (c)      to negotiate the terms of and execute and deliver a
purchase agreement and other related agreements providing for the sale of the
Capital Securities to the Initial Purchasers; and

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

                 Section 4.2  Compensation, Indemnification and Expenses of the
Trustee.

                 Pursuant to Sections 607 and 1009 of the Indenture, the
Sponsor, in its capacity as Debenture Issuer, agrees:

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





<PAGE>
                                                                              45


                 (2)      to reimburse the Trustees upon their request for all
         reasonable expenses, disbursements and advances incurred or made by
         the Trustees in accordance with any provision of the Indenture
         (including the compensation and the expenses and disbursements of its
         agent and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                 (3)      to indemnify the Property Trustee and the Delaware
         Trustee and their respective officers, directors, employees and
         authorized agents for, and to hold each of them harmless against, any
         loss, liability or expense including taxes (other than taxes based
         upon, measured by or determined by the income of any Trustee) incurred
         without negligence or bad faith on the part of the Property Trustee,
         the Delaware Trustee or their respective officers, directors,
         employees and authorized agents, as the case may be, arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder, including the costs and expenses of defending any of
         them against any claim or liability in connection with the exercise or
         performance of any of their respective powers or duties hereunder; the
         provisions of this Section 4.2 shall survive the resignation or
         removal of the Delaware Trustee or the Property Trustee or the
         termination of this Declaration.


                                   ARTICLE 5

                         TRUST COMMON SECURITIES HOLDER

                 Section 5.1  Debenture Issuer's Purchase of Common Securities.

                 On the Closing Date the Debenture Issuer will purchase all of
the Common Securities issued by the Trust, for an amount at least equal to 3%
of the capital of the Trust, at the same time as the Capital Securities are
sold.


                 Section 5.2  Covenants of the Common Securities Holder.

                 For so long as the Capital Securities remain outstanding, the
Common Securities Holder will covenant (i) to





<PAGE>
                                                                              46

maintain directly or indirectly 100% ownership of the Common Securities, (ii)
to cause the Trust to remain a statutory business trust and not to voluntarily
dissolve, wind up, liquidate or be terminated, except as permitted by this
Declaration, (iii) to use its commercially reasonable efforts to ensure that
the Trust will not be an investment company for purposes of the Investment
Company Act, and (iv) to take no action which would be reasonably likely to
cause the Trust to be classified as an association or a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes.


                                   ARTICLE 6

                                    TRUSTEES

                 Section 6.1  Number of Trustees.

                 The number of Trustees initially shall be two (2).  The
Property Trustee and the Delaware Trustee may be the same Person, in which case
the number of Trustees may be one (1).

                 Section 6.2  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 has its
principal place of business in the State of Delaware, and otherwise meets the
requirements of applicable law,

provided that, if the Property Trustee has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
then the Property Trustee shall also be the Delaware Trustee and Section 3.11
shall have no application.





<PAGE>
                                                                              47


                 Section 6.3  Property Trustee; Eligibility.

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

                 (i)      not be an Affiliate of the Sponsor or any Person
                          involved in the organization or operation of the
                          Sponsor;

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

                 (iii)    be a corporation organized and doing business under
                          the laws of the United States of America or any State
                          or Territory thereof or of the District of Columbia,
                          or a corporation or other Person permitted by the
                          Commission to act as an institutional trustee under
                          the Trust Indenture Act, authorized under such laws
                          to exercise corporate trust owners, having a combined
                          capital and surplus of at least 50 million U.S.
                          dollars ($50,000,000), and subject to supervision or
                          examination by Federal, State, Territorial 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 6.3(a)(ii), 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.

                 (b)      If at any time the Property Trustee shall cease to be
eligible to so act under Section 6.3(a), the Property Trustee shall promptly
resign in the manner and with the effect set forth in Section 6.6(c).

                 (c)      If the Property Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the Common Securities (as
if it were the Obliger referred to in Section 310(b) of the Trust Indenture
Act) shall in all respects





<PAGE>
                                                                              48

comply with the provisions of Section 310(b) of the Trust Indenture Act.

                 (d)      The Guarantee, the Indenture, the Debentures and the
Securities shall be deemed to be specifically described in this Declaration for
purposes of clause (i) of the first provision contained in Section 310(b) of
the Trust Indenture Act.

                 Section 6.4  Qualifications of Administrators and   Delaware
Trustee Generally.

                 Each Administrator and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be 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 6.5  Appointment of Administrators.

                 (a)      The Administrators shall be appointed by the Holder
of Common Securities and may be removed by the Holder of Common Securities at
any time.  If at any time there is no Administrator, the Property Trustee or
any Holder who has been a Holder of Trust Securities for at least six months
may petition any court of competent jurisdiction for the appointment of one or
more Administrators.

                 (b)      Whenever a vacancy in the manner of Administrators
shall occur, until such vacancy is filled by the appointment of an
Administrator in accordance with this Section 6.5, the Administrators in
office, regardless of their number (and notwithstanding any other provision of
this Declaration), shall have all the powers granted to the Administrators and
shall discharge all the duties imposed upon the Administrators by this
Declaration.

                 Notwithstanding the foregoing or any other provision of this
Declaration, in the event any Administrator who is a natural person dies or
becomes, in the opinion of the Holder of Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by the unanimous act of the remaining Administrators if there
were at least two of them prior to such vacancy (with the successor in each
case being a Person who satisfies the eligibility requirement for
Administrators set forth in Section 6.4).





<PAGE>
                                                                              49


                 The initial Administrators shall be:

                 Susanna Tisa, Scott DeVine and Murray Abrams, the business
address of all of whom is c/o Capital One Bank, 2980 Fairview Park Drive, Suite
1300, Falls Church, Virginia  22042.

                 Section 6.6  Appointment, Removal and Resignation of Trustees.

                 (a)      Subject to Section 6.6(b), Trustees may be appointed
or removed without cause at any time except, if a Trust Enforcement Event has
occurred and is continuing:

                 (i)      until the issuance of any Securities, by written
                          instrument executed by the Sponsor; and

                 (ii)     after the issuance of any Securities, by vote of the
                          Holders of a Majority in Liquidation Amount of the
                          Common Securities voting as a class at a meeting of
                          the Holders of the Common Securities.

                 (b)      The Trustee that acts as Property Trustee shall not
be removed in accordance with Section 6.6(a) until a successor Trustee
possessing the qualifications to act as Property Trustee under Section 3.8(h)
(a "Successor Property Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Property Trustee
and delivered to the Administrators and the Sponsor.  The Trustee that acts as
Delaware Trustee shall not be removed in accordance with Section 6.6(a) until a
successor Trustee possessing the qualifications to act as Delaware Trustee
under Sections 6.2 and 6.4 (a "Successor Delaware Trustee") has been appointed
and has accepted such appointment by written instrument executed by such
Successor Delaware Trustee and delivered to the Administrators and the Sponsor.

                 (c)      A Trustee appointed to office shall hold office until
his or its successor shall have been appointed, until his death or its
dissolution or until his or its removal or resignation.  Any Trustee may resign
from office (without need for prior or subsequent accounting) by an instrument
in writing signed by the Trustee and delivered to the Sponsor and the Trust,
which resignation shall take effect upon such delivery or upon such later date
as is specified therein; provided, however, that:





<PAGE>
                                                                              50


                 (i)      No such resignation of the Trustee that acts as the
                          Property Trustee shall be effective:

                          a.      until a Successor Property Trustee has been
                                  appointed and has accepted such appointment
                                  by instrument executed by such Successor
                                  Property Trustee and delivered to the Trust,
                                  the Sponsor and the resigning Property
                                  Trustee; or

                          b.      until the assets of the Trust have been
                                  completely liquidated and the proceeds
                                  thereof distributed to the holders of the
                                  Securities; and

                 (ii)     no such resignation of the Trustee that acts as the
                          Delaware Trustee shall be effective until a Successor
                          Delaware Trustee has been appointed and has accepted
                          such appointment by instrument executed by such
                          Successor Delaware Trustee and delivered to the
                          Trust, the Sponsor and the resigning Delaware
                          Trustee.

                 (d)      The Holders of the Common Securities shall use their
best efforts to promptly appoint a Successor Delaware Trustee or Successor
Property Trustee, as the case may be, if the Property Trustee or the Delaware
Trustee delivers an instrument of resignation in accordance with this Section
6.6.

                 (e)      If no Successor Property Trustee or Successor
Delaware Trustee, as the case may be, shall have been appointed and accepted
appointment as provided in this Section 6.6 within 30 days after delivery to
the Sponsor and the Trust of an instrument of resignation or removal, the
resigning or removed Property Trustee or Delaware Trustee, as applicable, may
petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee, as applicable.  Such court may
thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Successor Property Trustee or Successor Delaware Trustee, as the case
may be.





<PAGE>
                                                                              51


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

                 (g)      Upon the resignation or removal of the Property
Trustee, such Property Trustee shall be paid all amounts due and owing.

                 Section 6.7  Vacancies among Trustees.

                 If a Trustee ceases to hold office for any reason a vacancy
shall occur.  The vacancy shall be filled with a Trustee appointed in
accordance with Section 6.6.

                 Section 6.8  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 annul the Trust.

                 Section 6.9  Delegation of Power.

                 (a)      Any Administrator may, by power of attorney
consistent with applicable law, delegate to any natural person over the age of
21 his, her or its power for the purpose of executing any documents
contemplated in Section 3.6, including making governmental filings.

                 (b)      The Administrators shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Administrators or otherwise as the Administrator 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 6.10  Merger, Conversion, Consolidation or Succession
to Business.

                 Any corporation into which the Property Trustee or the
Delaware Trustee, as the case may be, may be merged or converted or with which
either may be consolidated, or any corporation





<PAGE>
                                                                              52

resulting from an merger, conversion or consolidation to which the Property
Trustee or the Delaware Trustee, as the case may be, shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Property Trustee or the Delaware Trustee, as the case may be, shall be
the successor of the Property Trustee or the Delaware Trustee, as the case may
be, hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article without the execution or filing of any paper or any
further act on the part of any of the parties hereto.


                                   ARTICLE 7

                                 THE SECURITIES

                 Section 7.1  General Provisions Regarding Securities.

                 (a)      The Administrators shall on behalf of the Trust issue
a class of capital securities representing undivided beneficial ownership
interests in the assets of the Trust (the "Capital Securities"), and one class
of common securities representing undivided beneficial ownership interests in
the assets of the Trust (the "Common Securities").  The aggregate liquidation
amount of Capital Securities and Common Securities that may be issued by the
Trust is unlimited; provided that the Common Securities outstanding at any time
must have an aggregate liquidation amount with respect to the assets of the
Trust equal to at least 3% of the assets of the Trust; and provided further
that after the initial issuance of Capital Securities and Common Securities,
the Trust may not issue additional Capital Securities or Common Securities
unless the Trustees have received an opinion of counsel to the effect that the
issuance of such securities will not affect the Trust's status as a grantor
trust for United States federal income tax purposes.

                 (i)      Capital Securities.  The Capital Securities of the
                          Trust have a liquidation amount with respect to the
                          assets of the Trust of $1,000 per Capital Security.
                          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





<PAGE>
                                                                              53

                          thereto or deletions therefrom as may be required by
                          ordinary usage, custom or practice.

                 (ii)     Common Securities.  The Common Securities of the
                          Trust have a liquidation amount with respect to the
                          assets of the Trust of $1,000 per Common Security.
                          The Common Security Certificates evidencing the
                          Common Securities shall be substantially in the form
                          of Exhibit A-2 to the Declaration, with such changes
                          and additions thereto or deletions therefrom as may
                          be required by ordinary usage, custom or practice.

                 The Trust shall issue no securities or other interests in the
assets of the Trust other than the Capital Securities and the Common
Securities.

                 (b)      Payment of Distributions on, and payments of the
Redemption Price upon a redemption of, the Capital Securities and the Common
Securities, as applicable, shall be made Pro Rata based on the liquidation
amount of such Capital Securities and Common Securities; provided, however,
that if on any date on which amounts payable on Distribution or redemption an
Indenture Event of Default shall have occurred and be continuing, no payment of
any Distribution on, or Redemption Price, any of the Common Securities, and no
other payment on account of the redemption, liquidation or other acquisition of
such Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions on all of the outstanding Capital
Securities for all Distribution periods terminating on or prior thereto, or in
the case of amounts payable on redemption the full amount of the Redemption
Price for all of the outstanding Capital Securities then called for redemption,
shall have been made or provided for, and all funds available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions on, or payments of the Redemption Price upon a redemption of, the
Capital Securities then due and payable.  The Trust shall issue no securities
or other interests in the assets of the Trust other than the Capital Securities
and the Common Securities.

                 (c)      The Certificates shall be signed on behalf of the
Trust by an Administrator.  Such signature shall be the manual or facsimile
signature of any present or any future Administrator.





<PAGE>
                                                                              54

In case an Administrator of the Trust who shall have signed any of the
Certificates shall cease to be such Administrator before the Certificates so
signed shall be delivered by the Trust, such Certificates nevertheless may be
delivered as though the person who signed such Certificates had not ceased to
be such Administrator; and any Certificate may be signed on behalf of the Trust
by such persons who, at the actual date of execution of such Certificate, shall
be the Administrators of the Trust, although at the date of the execution and
delivery of the Declaration any such person was not an Administrator.
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrators, as
evidenced by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
as the Administrators may deem appropriate, or as may be required to comply
with any law or with any rule or regulation of any stock exchange on which
Securities may be listed, or to conform to usage.

                 A Certificate shall not be valid until authenticated by the
manual signature of an authorized officer of the Property Trustee.  Such
signature shall be conclusive evidence that the Certificate has been
authenticated under this Declaration.

                 Upon a written order of the Trust signed by one Administrator,
the Property Trustee shall authenticate the Certificates for original issue.
The aggregate number of Capital Securities outstanding at any time shall not
exceed the liquidation amount set forth in Section 7(a)(i).

                 The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Certificates.  An authenticating agent
may authenticate Certificates whenever the Property Trustee may do so.  Each
reference in this Declaration to authentication by the Property Trustee
includes authentication by such agent.  An authenticating agent has the same
rights as the Property Trustee to deal with the Sponsor or an Affiliate of the
Sponsor.

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





<PAGE>
                                                                              55


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

                 (f)      Every Person, by virtue of having become a Holder or
a Capital Security Beneficial Owner 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 terms of the Securities,
the Guarantee, the Indenture and the Debentures.

                 (g)      The Securities shall have no preemptive rights.

                 Section 7.2  Distributions.

                 (a)      Subject to Section 7.2(d), Holders of Securities
shall be entitled to receive cumulative cash Distributions at a variable per
annum rate on the stated liquidation amount of $1,000 per Security equal to the
variable per annum rate on the Debentures calculated on the basis of the actual
number of days elapsed in a year consisting of twelve 30-day months.  For any
period shorter than a full 90-day quarterly period, distributions will be
computed on the basis of the actual number of days elapsed in such 90-day
quarterly period.  Subject to Section 7.1(b), Distributions shall be made on
the Capital Securities and the Common Securities on a Pro Rata basis.
Distributions on the Securities shall, from the date of original issue, accrue
and be cumulative and shall be payable quarterly only to the extent that the
Trust has funds available for the payment of such Distributions in the Property
Account. Distributions not paid on the scheduled payment date will accumulate
and compound quarterly at the rate payable on the Debentures, to the extent
permitted by applicable law ("Compounded Distributions").  "Distributions"
shall mean ordinary cumulative distributions together with any Compounded
Distributions.  If and to the extent that the Debenture Issuer makes a payment
of interest, premium and/or principal on the Debentures held by the Property
Trustee (the amount of any such payment being a "Payment Amount"), the Property
Trustee shall and is directed, to the extent funds are available for that
purpose, to make a Pro Rata distribution (a "Distribution") of the Payment
Amount to Holders, subject to the terms of Section 7.1(b).





<PAGE>
                                                                              56


                 (b)      Distributions on the Securities will be cumulative,
will accrue from the date of initial issuance and will be payable quarterly in
arrears on the 1st day of February, May, August and November, commencing April
15, 1997, when, as and if available for payment, by the Property Trustee,
except as otherwise described below.  If Distributions are not paid when
scheduled, the accrued Distributions shall be paid to the Holders of record of
Securities as they appear on the books and records of the Trust on the record
date as determined under Section 7.2(c).

                 (c)      Distributions on the Securities will be payable to
the Holders thereof as they appear on the books and records of the Trust on the
relevant record dates, which relevant record date shall be the first day of the
month of the relevant payment dates.  Distributions payable on any Capital
Securities that are not punctually paid on any Distribution Date will cease to
be payable to the person in whose name such Capital Securities are registered
on the relevant record date, and such defaulted Distribution will instead be
payable to the person in whose name such Capital Securities are registered on
the special record date or other specified date determined in accordance with
the Declaration.  In the event that any date on which distributions are payable
on the Securities is not a Business Day, payment of the distribution payable on
such date will be made on the next succeeding day which is a Business Day
(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.

                 (d)      Holders of a beneficial interest in Capital
Securities sold in reliance on Regulation S and in the form of temporary global
Capital Security (the "Regulation S Temporary Global Security") are prohibited
from receiving Distributions or from exchanging beneficial interests in such
Regulation S Temporary Global Securities for a permanent global security issued
in reliance on Regulation S (the "Regulation S Permanent Global Security")
until (i) the expiration of the Restricted Period (the "Release Date") and (ii)
the furnishing of a certificate, substantially in the form of Exhibit B-2
attached hereto, certifying that the beneficial owner of the Regulation S
Temporary Global Security is a non-United States Person (a "Regulation S
Certificate") as provided in Section 7.13.





<PAGE>
                                                                              57


                 Section 7.3  Redemption of Securities; Distribution of
Debentures.

                 (a)      Upon the repayment or redemption, in whole or in
part, of the Debentures on each Debenture Redemption Date and on the Debenture
Maturity Date, the proceeds from such repayment or redemption shall be
simultaneously applied Pro Rata (subject to Section 7.1(b)) to redeem
Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Debentures so repaid or redeemed for an amount equal to
the redemption price paid by the Debenture Issuer in respect of such Debentures
plus an amount equal to accrued and unpaid Distributions thereon through the
date of the redemption or such lesser amount as shall be received by the Trust
in respect of the Debentures so repaid or redeemed (the "Redemption Price").
Holders will be given not less than 30 or more than 60 days notice of such
redemption.

                 (b)      If, at any time, a Special Event shall occur and be
continuing, the Sponsor may elect to, unless the Debentures are redeemed,
within 90 days following the occurrence of such Special Event, subject to the
receipt of any necessary prior regulatory approval, cause the dissolution of
the Trust upon not less than 30 nor more than 60 days' notice and, after
satisfaction of creditors, if any, cause the Debentures to be distributed to
the holders of the Common Securities and the Capital Securities in liquidation
of the Trust.

                 (c)      On the date fixed for any distribution of Debentures,
upon dissolution of the Trust, (i) the Capital Securities and the Common
Securities will no longer be deemed to be outstanding and (ii) certificates
representing Securities will be deemed to represent the Debentures having an
aggregate principal amount equal to the stated liquidation amount of, and
bearing accrued and unpaid distributions equal to accrued and unpaid
distributions on, such Securities until such certificates are presented to the
Sponsor or its agent for transfer or reissuance.

                 Section 7.4  Redemption Procedures.

                 (a)      Notice of any redemption of, or notice of
distribution of Debentures in exchange for, the Securities (a
"Redemption/Distribution Notice") will be given by the Trust by





<PAGE>
                                                                              58

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 7.4,
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
Securities.  Each Redemption/Distribution Notice shall be addressed to the
Holders of Securities at the address of each such Holder appearing in the books
and records of the Trust.  No defect in the Redemption/Distribution Notice or
in the mailing of either thereof with respect to any Holder shall affect the
validity of the redemption or exchange proceedings with respect to any other
Holder.

                 (b)      If fewer than all the outstanding Securities are to
be so redeemed, the Common Securities and the Capital Securities will be
redeemed Pro Rata and the Capital Securities to be redeemed will be redeemed as
described below.  The Trust may not redeem the Securities in part unless all
accrued and unpaid interest has been paid in full on all Securities then
outstanding plus accrued but unpaid interest to the date of redemption.  For
all purposes of this Declaration, unless the context otherwise requires, all
provisions relating to the redemption of Capital Securities shall relate, in
the case of any Capital Security redeemed or to be redeemed only in part, to
the portion of the aggregate liquidation amount of Capital Securities which has
been or is to be redeemed.

                 (c)      Holders of a beneficial interest in a Regulation S
Temporary Global Security are prohibited from receiving payments of the
Redemption Price or from exchanging beneficial interests in such Regulation S
Temporary Global Securities for a beneficial interest in a Regulation S
Permanent Global Security until the latter of (i) the Release Date or (ii) the
furnishing of a Regulation S Certificate, substantially in the form of Exhibit
B- 2 attached hereto.

                 (d)      If 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 7.4 (which notice will be
irrevocable), then (A) by 12:00 noon,





<PAGE>
                                                                              59

New York City time, on the redemption date with respect to Global Securities,
the Property Trustee, upon receipt of such funds, will deposit irrevocably with
the DTC (in the case of book-entry form Capital Securities) or its nominee (or
successor Clearing Agency or its nominee) funds sufficient to pay the
applicable Redemption Price with respect to the Capital Securities and will
give the DTC irrevocable instructions and authority to pay the Redemption Price
to the Holders of the Capital Securities, and (B) with respect to Capital
Securities and Common Securities issued in definitive form, the trust, to the
extent funds are available, will irrevocably deposit with the paying agent for
such Capital Securities funds sufficient to pay the applicable Redemption Price
and will give the paying agent irrevocable instructions and authority to pay
the Redemption Price to the holders thereof upon surrender of their
certificates evidencing the Capital Securities.  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 will cease, except the right of the Holders of such
Securities to receive the Redemption Price, but without interest on such
Redemption Price.  If any date fixed for redemption of Securities is not a
Business Day, then payment of the 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 Property Trustee or by the Corporation as guarantor pursuant
to the Guarantee, Distributions on such Securities will continue to accrue at
the then applicable rate from the original redemption date to the actual date
of payment, in which case the actual payment date will be considered the date
fixed for redemption for purposes of calculating the Redemption Price.  For
these purposes, the applicable Redemption Price shall not include Distributions
which are being paid to Holders who were Holders on a relevant record date.
Upon satisfaction of the foregoing conditions, then immediately prior to the
close of business on the date of such deposit or payment, all rights of Holders
of such Debentures so called for redemption will cease, except the





<PAGE>
                                                                              60

right of the Holders to receive the Redemption Price, but without interest on
such Redemption Price, and from and after the date fixed for redemption, such
Debentures will not accrue distributions or bear interest.

                 None of the Administrators, the Trustees or the Trust shall be
required to register or cause to be registered the transfer or exchange of any
Securities that have been called for redemption, except in the case of any
Securities being redeemed in part, any portion thereof not to be redeemed.

                 (e)      Subject to the foregoing and applicable law
(including, without limitation, United States Federal securities laws), the
Debenture Issuer or 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.

                 Section 7.5  Voting Rights of Capital Securities.

                 (a)      Except as provided under this Article VII and as
otherwise required by the Business Trust Act, the Trust Indenture Act and other
applicable law, the Holders of the Capital Securities will have no voting
rights.

                 (b)      Subject to the requirement of the Property Trustee
obtaining a tax opinion in certain circumstances set forth in Section 7.5(d)
below, the Holders of a Majority in Liquidation Amount of the Capital
Securities have the right to (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee or
executing any trust or power conferred on the Property Trustee with respect to
such 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 to
any amendment, modification or termination of the Indenture or such Debentures,
where such consent shall be required, without, in each case, obtaining the
prior approval of the holders of a Majority in Liquidation Amount of all
outstanding Capital Securities; provided, however, that where a consent under
the Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior consent of each holder of Capital Securities.  The Issuer Trustees shall
not revoke any action previously authorized or approved by a vote of





<PAGE>
                                                                              61

the holders of the Capital Securities except pursuant to a subsequent vote of
the holders of the Capital Securities.

                 (c)      If the Property Trustee fails to enforce its rights
under the Debentures after a Holder of record of Capital Securities has made a
written request, such Holder of record of Capital Securities may, to the extent
permitted by applicable law, institute a legal proceeding directly against the
Debenture Issuer to enforce the Property Trustee's rights under the Indenture
without first instituting any legal proceeding against the Property Trustee or
any other person or entity.  Notwithstanding the foregoing, if a Trust
Enforcement Event has occurred and is continuing and such event is attributable
to the failure of the Debenture Issuer to make any required payment when due
under the Indenture, then a Holder of Capital Securities may directly institute
a proceeding against the Debenture Issuer for enforcement of such payment under
the Indenture.

                 (d)      The Property Trustee shall notify all Holders of the
Capital Securities of any written notice of any Indenture Event of Default
received from the Debenture Issuer with respect to the Debentures.  Such notice
shall state that such Indenture Event of Default also constitutes a Trust
Enforcement Event. Except with respect to directing the time, method, and place
of conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clause 7.5(b)(i) and (ii)
above unless the Property Trustee has obtained an opinion of independent tax
counsel to the effect that as a result of such action, the Trust will not fail
to be classified as a grantor trust for United States federal income tax
purposes and each Holder will be treated as owning an undivided beneficial
ownership interest in the Debentures.

                 (e)      In the event the consent of the Property Trustee, as
the Holder of the Debentures, is required under the Indenture with respect to
any amendment or modification of the Indenture, the Property Trustee shall
request the direction of the Holders of the Securities with respect to such
amendment or modification and shall vote with respect to such amendment or
modification 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 the Holders of more than a
majority in aggregate principal amount of the Debentures, the Property Trustee
may only give such consent





<PAGE>
                                                                              62

at the direction of the Holders of at least the same proportion in aggregate
stated liquidation amount of the Securities.  The Property Trustee shall not
take any such action in accordance with the directions of the Holders of the
Securities unless the Property 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 and each Holder will be treated as owning an undivided beneficial
ownership interest in the Debentures.

                 (f)      A waiver of an Indenture Event of Default with
respect to the Debentures will constitute a waiver of the corresponding Trust
Enforcement Event.

                 (g)      Any required approval or direction of Holders of
Capital Securities may be given at a separate meeting of Holders of Capital
Securities convened for such purpose, at a meeting of all of the Holders of
Securities or pursuant to written consent. The Property Trustee will cause a
notice of any meeting at which Holders of 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 Capital Securities.  Each
such notice will include a statement setting forth the following information:
(i) the date of such meeting or the date by which such action is to be taken;
(ii) a description of any resolution proposed for adoption at such meeting on
which such Holders are entitled to vote or of such matter upon which written
consent is sought; and (iii) instructions for the delivery of proxies or
consents.

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

                 (i)      Notwithstanding that Holders of Capital Securities
are entitled to vote or consent under any of the circumstances described above,
any of the Securities that are owned at such time by the Debenture Issuer or
any entity directly or indirectly controlled by, or under direct or indirect
common control with, the Debenture Issuer, shall not be entitled to vote or
consent and shall, for purposes of such vote or consent, be treated as if such
Securities were not outstanding, provided, however that





<PAGE>
                                                                              63

persons otherwise eligible to vote to whom the Debenture Issuer or any of its
subsidiaries have pledged Capital Securities may vote or consent with respect
to such pledged Capital Securities under any of the circumstances described
herein.

                 (j)      Upon the occurrence and continuation of a Trust
Enforcement Event, the Property Trustee or the Delaware Trustee, or both of
them, may be removed by the Holders of a Majority in Liquidation Amount of the
Capital Securities.

                 Section 7.6  Voting Rights of Common Securities.

                 (a)      Except as provided under this Section 7.6 or as
otherwise required by the Business Trust Act, the Trust Indenture Act or other
applicable law or provided by the Declaration, the Holders of the Common
Securities will have no voting rights.

                 (b)      Subject to Section 2.6 of the Declaration and only
after all Trust Enforcement Events with respect to the Capital Securities have
been cured, waived, or otherwise eliminated and subject to the requirement of
the Property Trustee obtaining a tax opinion in certain circumstances set forth
in this paragraph (b), the Holders of a Majority in liquidation amount of the
Common Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee, as
Holder of the Debentures, to (i) exercise the remedies available to it under
the Indenture as a Holder of the Debentures, or (ii) consent to any amendment
or modification 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 more than a majority in
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated liquidation amount of the Common
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to have such consent or take such
action. Except with respect to directing the time, method, and place of
conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clause 7.6(b)(i) and (ii)
above unless the Property Trustee has obtained an opinion of independent tax
counsel to the effect





<PAGE>
                                                                              64

that, as a result of such action, for United States federal income tax purposes
the Trust will not fail to be classified as a grantor trust and each Holder
will be treated as owning an undivided beneficial interest in the Debentures.

                 (c)      If the Property Trustee fails to enforce its rights
under the Debentures after a Holder of record of Common Securities has made a
written request, such Holder of record of Common Securities may, to the extent
permitted by applicable law, directly institute a legal proceeding directly
against the Debenture Issuer, as sponsor of the Trust, to enforce the Property
Trustee's rights under the Debentures without first instituting any legal
proceeding against the Property Trustee or any other person or entity.

                 (d)      A waiver of an Indenture Event of Default with
respect to the Debentures will constitute a waiver of the corresponding Trust
Enforcement Event.

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

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





<PAGE>
                                                                              65

                 Section 7.7  Paying Agent.

                 In the event that any Capital Securities are not in book-entry
only form, the Trust shall maintain in the Borough of Manhattan, City of New
York, State of New York an office or agency where the Capital Securities may be
presented for payment (each a "Paying Agent").  The Trust may appoint the
Paying Agents and may appoint additional Paying Agents in such other locations
as it shall determine.  The term "Paying Agent" includes any additional Paying
Agents.  The Trust may change any Paying Agent without prior notice to the
Holders.  The Trust shall notify the Property Trustee of the name and address
of any Paying Agent not a party to this Declaration.  If the Trust fails to
appoint or maintain another entity as Paying Agent, the Property Trustee shall
act as such.  The Trust or any of its Affiliates may act as a Paying Agent.
The First National Bank of Chicago shall initially act as Paying Agent for the
Capital Securities and The First National Bank of Chicago will act as initial
Paying Agent for the Common Securities.  In the event the Property Trustee
shall no longer be the Paying Agent, the Trust shall appoint a successor (which
shall be a bank or trust company acceptable to the Debenture Issuer) to act as
Paying Agent.  The Paying Agent shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Property Trustee and the Debenture Issuer.

                 Section 7.8  Transfer of Securities.

                 (a)      The Trust shall cause to be kept at the Corporate
Trust Office of the Property Trustee a register (the register maintained in
such office being herein sometimes referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Trust
shall provide for the registration of Capital Securities and of transfers of
Capital Securities.  The Property Trustee is hereby appointed "Security
Registrar" for the purpose of registering Capital Securities and transfers of
Capital Securities as herein provided.

                 (b)      Upon surrender for registration of transfer of any
Security at an office or agency of the Trust designated for such purpose, the
Trust shall execute, upon receipt of an order to authenticate, and the Property
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of any authorized
denominations and of a like aggregate principal amount.





<PAGE>
                                                                              66


                 (c)      At the option of the Holder, Securities may be
exchanged for other Securities of any authorized denominations and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
such office or agency.  Whenever any Securities are so surrendered for
exchange, the Trust shall execute, and the Property Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to
receive.

                 (d)      Every Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Trust or
the Property Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Trust and the Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing.

                 (e)      No service charge shall be made for any registration
of transfer or exchange of Securities, but the Trust may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities.

                 (f)      If the Securities are to be redeemed in part, the
Trust shall not be required (A) 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 the mailing of a notice of redemption of any such Securities
selected for redemption under Section 7.4 and ending at the close of business
on the day of such mailing, or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.





<PAGE>
                                                                              67


                 Section 7.9  Mutilated, Destroyed, Lost or Stolen
Certificates.

                 If:

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

                 (b)      there shall be delivered to the Security Registrar
and the Administrator such security or indemnity as may be required by them to
keep each of them, the Sponsor and the Trust harmless, then, in the absence of
notice that such Certificate shall have been acquired by a bona fide purchaser,
any Administrator on behalf of the Trust shall execute 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 7.9, the Administrator or the Security
Registrar 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 7.10  Deemed Security Holders.

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





<PAGE>
                                                                              68


                 Section 7.11  Global Securities.

                 If the Trust shall establish that the Capital Securities are
to be issued in global form (each, a "Global Security"), then an Administrator
on behalf of the Trust shall execute, upon receipt of an order to authenticate,
and the Property Trustee shall authenticate and deliver one or more Global
Securities that (i) shall represent and shall be denominated in an amount equal
to the aggregate liquidation amount of all of the Capital Securities to be
issued in the form of Global Securities and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Global Security or Capital
Securities or the nominee of such Depositary, and (iii) shall be delivered by
the Property Trustee to such Depositary or pursuant to such Depositary's
instructions.  Global Securities shall bear a legend substantially to the
following effect:

                 "This Capital Security is a Global Security within the meaning
of the Declaration hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary.  Notwithstanding the provisions of
Section 7.8 of the Declaration, unless and until it is exchanged in whole or in
part for Capital Securities in definitive registered form, a Global Security
representing all or a part of the Capital Securities may not be transferred in
the manner provided in Section 7.8 of the Declaration except as a whole by the
Depositary to a nominee of such Depositary or by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by such Depositary
or any such nominee to a successor Depositary or a nominee of such successor
Depositary.  Every Capital Security delivered upon registration or transfer of,
or in exchange for, or in lieu of, this Global Security shall be a Global
Security subject to the foregoing, except in the limited circumstances
described above.  Unless this certificate is presented by an authorized
representative of DTC to the Trust or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is to be made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein."





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                                                                              69

                 Definitive Capital Securities issued in exchange for all or a
part of a Global Security pursuant to this Section 7.11 shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Property Trustee.  Upon execution and authentication, the Property
Trustee shall deliver such definitive Capital Securities to the persons in
whose names such definitive Capital Securities are so registered.

                 At such time as all interests in Global Securities have been
redeemed, repurchased or canceled, such Global Securities shall be, upon
receipt thereof, canceled by the Property Trustee in accordance with its
standing procedures in effect from time to time and instructions existing
between the Depositary and the Custodian.  At any time prior to such
cancellation, if any interest in Global Securities is exchanged for definitive
Capital Securities, redeemed, canceled or transferred to a transferee who
receives definitive Capital Securities therefor or any definitive Capital
Security is exchanged or transferred for part of Global Securities, the
principal amount of such Global Securities shall, in accordance with the
standing procedures in effect from time to time and instructions existing
between the Depositary and the Custodian, be reduced or increased, as the case
may be, and an endorsement shall be made on such Global Securities by the
Property Trustee or the Custodian, at the direction of the Property Trustee, to
reflect such reduction or increase.

                 The Trust and the Property Trustee may for all purposes,
including the making of payments due on the Capital Securities, deal with the
Depositary as the authorized representative of the Holders for the purposes of
exercising the rights of Holders hereunder.  The rights of the owner of any
beneficial interest in a Global Security shall be limited to those established
by law and agreements between such owners and depositary participants or
Euroclear and Cedel; provided that no such agreement shall give any rights to
any person against the Trust or the Property Trustee without the written
consent of the parties so affected.  Multiple requests and directions from and
votes of the Depositary as holder of Capital Securities in global form with
respect to any particular matter shall not be deemed inconsistent to the extent
they do not represent an amount of Capital Securities in excess of those held
in the name of the Depositary or its nominee.





<PAGE>
                                                                              70

                 If at any time the Depositary for any Capital Securities
represented by one or more Global Securities notifies the Trust that it is
unwilling or unable to continue as Depositary for such Capital Securities or if
at any time the Depositary for such Capital Securities shall no longer be
eligible under this Section 7.11, the Trust shall appoint a successor
Depositary with respect to such Capital Securities.  If a successor Depositary
for such Capital Securities is not appointed by the Trust within 90 days after
the Trust receives such notice or becomes aware of such ineligibility, the
Trust's election that such Capital Securities be represented by one or more
Global Securities shall no longer be effective and an Administrator on behalf
of the Trust shall execute, and the Property Trustee will authenticate and
deliver Capital Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount
of the Global Security or Capital Securities representing such Capital
Securities in exchange for such Global Security or Capital Securities.

                 The Trust may at any time and in its sole discretion determine
that the Capital Securities issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Capital Securities.  In
such event an Administrator on behalf of the Trust shall execute, and the
Property Trustee, shall authenticate and deliver, Capital Securities in
definitive registered form, in any authorized denominations, in an aggregate
liquidation amount equal to the principal amount of the Global Security or
Capital Securities representing such Capital Securities, in exchange for such
Global Security or Capital Securities.

                 Notwithstanding any other provisions of this Declaration
(other than the provisions set forth in Section 7.13(a)), Global Securities may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

                 Interests of beneficial owners in Global Securities may be
transferred or exchanged for definitive Capital Securities and definitive
Capital Securities may be transferred or exchanged for





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                                                                              71

Global Securities in accordance with the rules of the Depositary and the
provisions of Section 7.13.

                 Any Capital Security in global form may be endorsed with or
have incorporated in the text thereof such legends or recitals or changes not
inconsistent with the provisions of this Declaration as may be required by the
Custodian, the Depositary or by the National Association of Securities Dealers,
Inc. in order for the Capital Securities to be tradeable on the PORTAL Market
or as may be required for the Capital Securities to be tradeable on any other
market developed for trading of securities pursuant to Rule 144A or required to
comply with any applicable law or any regulation thereunder or with Regulation
S or with the rules and regulations of any securities exchange upon which the
Capital Securities may be listed or traded or to conform with any usage with
respect thereto, or to indicate any special limitations or restrictions to
which any particular Capital Securities are subject.

                 Section 7.12  Restrictive Legend.

                 (a)      Each Global Security and definitive Capital Security
that constitutes a Restricted Security shall bear the following legend (the
"Private Placement Legend") on the face thereof until three years after the
later of the date of original issue and the last date on which the Sponsor or
any affiliate of the Sponsor was the owner of such Capital Securities (or any
predecessor thereto) (the "Resale Restriction Termination Date"), unless
otherwise agreed by the Trust and the Holder thereof:

                 "THIS CAPITAL SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS
         CAPITAL SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
         OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
         REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF
         THIS CAPITAL SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
         RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
         SECURITIES ACT PROVIDED BY RULE 144A, REGULATION S OR ANOTHER
         EXEMPTION THEREUNDER.  THE HOLDER OF THIS CAPITAL SECURITY, BY ITS
         ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT
         OF THE TRUST THAT: (I) IT HAS ACQUIRED A "RESTRICTED" SECURITY WHICH
         HAS NOT BEEN





<PAGE>
                                                                              72

         REGISTERED UNDER THE SECURITIES ACT;  (II) IT WILL NOT OFFER, SELL OR
         OTHERWISE TRANSFER THIS CAPITAL SECURITY PRIOR TO THE LATER OF THE
         DATE WHICH IS THREE YEARS AFTER THE DATE OF ORIGINAL ISSUANCE HEREOF
         AND THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE OF THE TRUST WAS
         THE OWNER OF SUCH RESTRICTED SECURITIES (OR ANY PREDECESSOR) EXCEPT
         (A) TO THE BANK, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
         BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
         THIS CAPITAL SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO
         A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
         ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D)
         OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF
         RULE 904 UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
         INVESTOR," WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7)
         OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITIES
         FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
         "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO,
         OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
         OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
         FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH
         CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE
         OF THE UNITED STATES OR ANY APPLICABLE JURISDICTION; AND (III) IT
         WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
         FROM IT OF THIS CAPITAL SECURITY OF THE RESALE RESTRICTIONS SET FORTH
         IN (II) ABOVE. ANY OFFER, SALE OR OTHER DISPOSITION PURSUANT TO THE
         FOREGOING CLAUSES (II)(D), (E) AND (F) IS SUBJECT TO THE RIGHT OF THE
         ISSUER OF THIS CAPITAL SECURITY AND THE PROPERTY TRUSTEE FOR SUCH
         CAPITAL SECURITIES TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
         CERTIFICATIONS OR OTHER INFORMATION ACCEPTABLE TO THEM IN FORM AND
         SUBSTANCE."

                 Any Capital Security (or security issued in exchange or
substitution therefor) as to which such restrictions on transfer shall have
expired in accordance with their terms may, upon satisfaction of the
requirements of Section 7.12(b) and surrender of such Capital Security for
exchange to the Capital Security Registrar in accordance with the provisions of
this Section 7.12(a), be exchanged for a new Capital Security or Capital
Securities, of like tenor and aggregate liquidation amount, which





<PAGE>
                                                                              73

shall not bear the restrictive legend required by this Section 7.12(a).

                 Upon any sale or transfer of any Restricted Security
(including any interest in a Global Security) (i) that is effected pursuant to
an effective registration statement under the Securities Act or (ii) in
connection with which the Property Trustee receives certificates and other
information (including an opinion of counsel, if requested) reasonably
acceptable to the Sponsor and the Property Trustee to the effect that such
security will no longer be subject to the resale restrictions under federal and
state securities laws, then (A) in the case of a Restricted Security in
definitive form, the Capital Security registrar or co-registrar shall permit
the holder thereof to exchange such Restricted Security for a security that
does not bear the legend set forth in Section 7.12(a), and shall rescind any
such restrictions on transfer and (B) in the case of Restricted Securities
represented by a Global Security, such Capital Security shall no longer be
subject to the restrictions contained in the legend set forth in Section
7.12(a) (but still subject to the other provisions hereof).  In addition, any
Capital Security (or security issued in exchange or substitution therefor) as
to which the restrictions on transfer described in the legend set forth in
Section 7.12(a) have expired by their terms, may, upon surrender thereof (in
accordance with the terms of this Indenture) together with such certifications
and other information (including an opinion of counsel having substantial
experience in practice under the Securities Act and otherwise reasonably
acceptable to the Sponsor, addressed to the Sponsor and the Property Trustee
and in a form acceptable to the Sponsor, to the effect that the transfer of
such Restricted Security has been made in compliance with Rule 144 or such
successor provision) acceptable to the Sponsor and the Property Trustee as
either of them may reasonably require, be exchanged for a new Capital Security
or Capital Securities of like tenor and aggregate liquidation amount, which
shall not bear the restrictive legends set forth in Section 7.12(a).
Notwithstanding anything to the contrary, the Property Trustee may conclusively
rely upon the completed certificate set forth in the certificate evidencing the
Capital Securities.

    Section 7.13  Regulation S Global Securities; Regulation S Certificates





<PAGE>
                                                                              74

                 (a)      Capital Securities issued in reliance on a Regulation
S will initially be in the form of a Regulation S Temporary Global Security and
contain the following legend:

         "THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF
         REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
         AMENDED (THE "1933 ACT").  NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY
         INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
         UNDER THE DECLARATION REFERRED TO BELOW.

         NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
         TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
         CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE
         DECLARATION."

                 (b)      Any Capital Security evidenced by the Regulation S
Temporary Global Security is exchangeable for a Regulation S Permanent Global
Security upon the latter of the (i) expiration of the Restricted Period and
upon certification of non-U.S. beneficial ownership substantially in the form
of Exhibit B-2 attached hereto.

                 (c)  (i)  On or prior to the expiration of the Release Date,
each beneficial owner of a Regulation S Temporary Global Security shall deliver
to Euroclear or Cedel (as applicable) a Regulation S Certificate in the form of
Exhibit B-2 attached hereto; provided, however, that any beneficial owner of a
Regulation S Temporary Global Security on the Release Date or on any payment
date that has previously delivered a Regulation S Certificate hereunder shall
not be required to deliver any subsequent Regulation S Certificate (unless the
certificate previously delivered is no longer true as of such subsequent date,
in which case such beneficial owner shall promptly notify Euroclear or Cedel,
as applicable, thereof and shall deliver an updated Regulation S Certificate).
Euroclear or Cedel, as applicable, shall deliver to the Paying Agent or the
Property Trustee a certificate (a "Non-U.S. Certificate") substantially in the
form of Exhibit B-1 attached hereto promptly upon the receipt of each such
Regulation S Certificate, and no such beneficial owner (or transferee from such
beneficial owner) shall be entitled to receive an interest in a Regulation S
Permanent Global Security or any payment of Distributions or Redemption Price,
if applicable, or any other payment with respect to its





<PAGE>
                                                                              75

beneficial interest in a Regulation S Temporary Global Security prior to the
Paying Agent or the Property Trustee receiving such Non-U.S. Certificate from
Euroclear or Cedel with respect to the portion of the Regulation S Temporary
Global Security owned by such beneficial owner (and, with respect to an
interest in the Regulation S Permanent Global Security, prior to the Release
Date).

                 (ii)  Any payments of Distributions or Redemption Price, if
applicable, or any other payment on a Regulation S Temporary Global Security
received by Euroclear or Cedel with respect to any portion of such Regulation S
Global Security owned by a beneficial owner that has not delivered the
Regulation S Certificate required by Section 7.13 hereof shall be held by
Euroclear and Cedel solely as agents for the Paying Agent and the Property
Trustee.  Euroclear and Cedel shall remit such payments to the applicable
beneficial owner (or to a Euroclear or Cedel member on behalf of such
beneficial owner) only after Euroclear or Cedel has received the requisite
Regulation S Certificate. Until the Paying Agent or the Property Trustee has
received a Non-U.S. Certificate from Euroclear or Cedel, as applicable, that it
has received the requisite Regulation S Certificate with respect to the
beneficial ownership of any portion of a Regulation S Temporary Global
Security, the Paying Agent or the Property Trustee may revoke the right of
Euroclear or Cedel, as applicable, to hold any payments made with respect to
such portion of such Regulation S Global Security.  If the Paying Agent or the
Property Trustee exercises its right of revocation pursuant to the immediately
preceding sentence, Euroclear or Cedel, as applicable, shall return such
payments to the Paying Agent or the Property Trustee and the Paying Agent or
the Property Trustee, as applicable, shall hold such payments in the Property
Account until Euroclear or Cedel, as applicable, has provided the necessary
Non-U.S. Certificates to the Paying Agent or the Property Trustee (at which
time the Paying Agent shall forward such payments to Euroclear or Cedel, as
applicable, to be remitted to the beneficial owner that is entitled thereto on
the records of Euroclear or Cedel (or on the records of their respective
members)).

                 (iii)  Each beneficial owner of a Regulation S Temporary
Global Security shall exchange its interest therein for an interest in a
Regulation S Permanent Global Security on or after the Release Date upon
furnishing to Euroclear or Cedel (as





<PAGE>
                                                                              76

applicable) the Regulation S Certificate and upon receipt by the Paying Agent
or the Property Trustee, as applicable of the Non-U.S. Certificate thereof from
Euroclear or Cedel, as applicable, in each case pursuant to the terms of
Section 7.13 hereof.  On and after the Release Date, upon receipt by the Paying
Agent or the Property Trustee of any Non-U.S. Certificate from Euroclear or
Cedel described in the immediately preceding sentence, (i) with respect to the
first such certification, the Trust shall execute, upon receipt of an order to
authenticate, and the Property Trustee shall authenticate and deliver to the
Custodian the applicable Regulation S Permanent Global Security and (ii) with
respect to the first and all subsequent certifications, the Custodian shall
exchange on behalf of the applicable beneficial owners the portion of the
applicable Regulation S Temporary Global Security covered by such certification
for a comparable portion of the applicable Regulation S Permanent Global
Security. Upon any exchange of a portion of a Regulation S Temporary Global
Security for a comparable portion of a Regulation S Permanent Global Security,
the Custodian shall endorse on the schedules affixed to each of such Regulation
S Global Security (or on continuations of such schedules affixed to each of
such Regulation S Global Security and made parts thereof) appropriate notations
evidencing the date of transfer and (x) with respect to the applicable
Regulation S Temporary Global Security, a decrease in the principal amount
thereof equal to the amount covered by the applicable certification and (y)
with respect to the applicable Regulation S Permanent Global Security, an
increase in the principal amount thereof equal to the principal amount of the
decrease in the applicable Regulation S Temporary Global Security pursuant to
clause (x) above.

                 Section 7.14  Special Transfer Provisions.

                 (a)      At any time at the request of the beneficial Holder
of a Capital Security in global form, such beneficial holder shall be entitled
to obtain a definitive Capital Security upon written request to the Property
Trustee in accordance with the standing instructions and procedures existing
between the Depositary and the Property Trustee for the issuance thereof. Any
transfer of a beneficial interest in a Capital Security in global form which
cannot be effected through book-entry settlement must be effected by the
delivery to the transferee (or its nominee) of a definitive Capital Security or
Securities registered in the name of the transferee (or its nominee) on the





<PAGE>
                                                                              77

books maintained by the Security Registrar.  With respect to any such transfer,
the Property Trustee will cause, in accordance with the standing instructions
and procedures existing between the Depositary and the Property Trustee, the
aggregate liquidation amount of the Global Security to be reduced and,
following such reduction, the Property Trustee will cause definitive Capital
Securities (which have been executed and delivered to it as an Administrator)
in the appropriate aggregate liquidation amount in the name of such transferee
(or its nominee) and bearing such restrictive legends as may be required by
this Declaration to be delivered.  In connection with any such transfer, the
Property Trustee may request such representations and agreements relating to
the restrictions on transfer of such Capital Securities from such transferee
(or such transferee's nominee) as the Property Trustee may reasonably require.

                 (b)      So long as the Capital Securities are eligible for
book-entry settlement, or unless otherwise required by law, upon any transfer
of a definitive Capital Security to a QIB in accordance with Rule 144A, unless
otherwise requested by the transferor, and upon receipt of the definitive
Capital Security being so transferred, together with a certification from the
transferor that the transferor reasonably believes the transferee is a QIB (or
other evidence satisfactory to the Property Trustee), the Property Trustee
shall make an endorsement on the Restricted Global Security to reflect an
increase in the aggregate liquidation amount of the Restricted Global Security,
and the Property Trustee shall cancel such definitive Capital Security and
cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Property Trustees, the aggregate liquidation
amount of Capital Securities represented by the Restricted Global Security to
be increased accordingly.

                 (c)      So long as the Capital Securities are eligible for
book-entry settlement, or unless otherwise required by law, upon any transfer
of a definitive Capital Security in accordance with Regulation S, if requested
by the transferor, and upon receipt of the definitive Capital Security or
Capital Securities being so transferred, together with a certification from the
transferor that the transfer was made in accordance with Rule 903 or 904 of
Regulation S or Rule 144 under the Securities Act (or other evidence
satisfactory to the Property Trustee), the Property Trustee shall make or
direct the Custodian to make, an





<PAGE>
                                                                              78

endorsement on the Regulation S Global Security to reflect an increase in the
aggregate liquidation amount of the Capital Securities represented by the
Regulation S Global Security, the Property Trustee shall cancel such definitive
Capital Security or Capital Securities and cause, or direct the Custodian to
cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Property Trustee, the aggregate liquidation
amount of Capital Securities represented by the Regulation S Global Security to
be increased accordingly. Notwithstanding anything to the contrary, the
Property Trustee may conclusively rely upon the completed certificate set forth
in the certificate evidencing the Capital Securities.

                 (d)      If a holder of a beneficial interest in the
Restricted Global Security wishes at any time to exchange its interest in the
Restricted Global Security for an interest in the Regulation S Global Security,
or to transfer its interest in the Restricted Global Security to a person who
wishes to take delivery thereof in the form of an interest in the Regulation S
Global Security, such holder may, subject to the rules and procedures of the
Depositary and to the requirements set forth in the following sentence,
exchange or cause the exchange or transfer or cause the transfer of such
interest for an equivalent beneficial interest in the Regulation S Global
Security.  Upon receipt by the Property Trustee of (1) instructions given in
accordance with the Depositary's procedures from or on behalf of a holder of a
beneficial interest in the Restricted Global Security, directing the Property
Trustee (via DWAC), as transfer agent, to credit or cause to be credited a
beneficial interest in the Regulation S Global Security in an amount equal to
the beneficial interest in the Restricted Global Security to be exchanged or
transferred, (2) a written order in accordance with the Depositary's procedures
containing information regarding the Euroclear or Cedel account to be credited
with such increase and the name of such account, and (3) a certificate given by
the holder of such beneficial interest stating that the exchange or transfer of
such interest has been made pursuant to and in accordance with Rule 903 or Rule
904 of Regulation S or Rule 144 under the Securities Act, the Property Trustee,
as transfer agent, shall promptly deliver appropriate instructions to the
Depositary (via DWAC), its nominee, or the custodian for the Depositary, as the
case may be, to reduce or reflect on its records a reduction of the Restricted
Global Security by the aggregate liquidation amount of the beneficial interest
in such





<PAGE>
                                                                              79

Restricted Global Security to be so exchanged or transferred from the relevant
participant, and the Property Trustee, as transfer agent, shall promptly
deliver appropriate instructions (via DWAC) to the Depositary, its nominee, or
the custodian for the Depositary, as the case may be, concurrently with such
reduction, to increase or reflect on its records an increase of the liquidation
amount of such Regulation S Global Security by the aggregate liquidation amount
of the beneficial interest in such Restricted Global Security to be so
exchanged or transferred, and to credit or cause to be credited to the account
of the person specified in such instructions (who may be Morgan Guaranty Trust
Company of New York, Brussels office, as operator of Euroclear or Cedel or
another agent member of Euroclear or Cedel, or both, as the case may be, acting
for and on behalf of them) a beneficial interest in such Regulation S Global
Security equal to the reduction in the liquidation amount of such Restricted
Global Security.  Notwithstanding anything to the contrary, the Property
Trustee may conclusively rely upon the completed certificate set forth in the
certificate evidencing the Capital Securities.

                 (e)      If a holder of a beneficial interest in the
Regulation S Global Security wishes at any time to exchange its interest in the
Regulation S Global Security for an interest in the Restricted Global Security,
or to transfer its interest in the Regulation S Global Security to a person who
wishes to take delivery thereof in the form of an interest in the Restricted
Global Security, such holder may, subject to the rules and procedures of
Euroclear or Cedel and the Depositary, as the case may be, and to the
requirements set forth in the following sentence, exchange or cause the
exchange or transfer or cause the transfer of such interest for an equivalent
beneficial interest in such Restricted Global Security.  Upon receipt by the
Property Trustee, as transfer agent of (l) instructions given in accordance
with the procedures of Euroclear or Cedel and the Depositary, as the case may
be, from or on behalf of a beneficial owner of an interest in the Regulation S
Global Security directing the Property Trustee, as transfer agent, to credit or
cause to be credited a beneficial interest in the Restricted Global Security in
an amount equal to the beneficial interest in the Regulation S Global Security
to be exchanged or transferred, (2) a written order given in accordance with
the procedures of Euroclear or Cedel and the Depositary, as the case may be,
containing information regarding the account with the Depositary to be credited
with such increase and the name of such account,





<PAGE>
                                                                              80

and (3) prior to the expiration of the Restricted Period, a certificate given
by the holder of such beneficial interest and stating that the person
transferring such interest in such Regulation S Global Security reasonably
believes that the person acquiring such interest in the Restricted Global
Security is a QIB and is obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A and any applicable securities laws of any
state of the United States or any other jurisdiction (or other evidence
satisfactory to the Property Trustee), the Property Trustee, as transfer agent,
shall promptly deliver (via DWAC) appropriate instructions to the Depositary,
its nominee, or the custodian for the Depositary, as the case may be, to reduce
or reflect on its records a reduction of the Regulation S Global Security by
the aggregate liquidation amount of the beneficial interest in such Regulation
S Global Security to be exchanged or transferred, and the Property Trustee , as
transfer agent, shall promptly deliver (via DWAC) appropriate instructions to
the Depositary, its nominee, or the custodian for the Depositary, as the case
may be, concurrently with such reduction, to increase or reflect on its records
an increase of the liquidation amount of the Restricted Global Security by the
aggregate liquidation amount of the beneficial interest in the Regulation S
Global Security to be so exchanged or transferred, and to credit or cause to be
credited to the account of the person specified in such instructions a
beneficial interest in the Restricted Global Security equal to the reduction in
the liquidation amount of the Regulation S Global Security.  After the
expiration of the Restricted Period, the certification requirement set forth in
clause (3) of the second sentence of this Section 7.14 will no longer apply to
such exchanges and transfers.  Notwithstanding anything to the contrary, the
Property Trustee may conclusively rely upon the completed certificate set forth
in the certificate evidencing the Capital Securities.

                 (f)      Any beneficial interest in one of the Global
Securities that is transferred to a person who takes delivery in the form of an
interest in the other Global Security will, upon transfer, cease to be an
interest in such Global Security and become an interest in the other Global
Security and, accordingly, will thereafter be subject to all transfer
restrictions and other procedures applicable to beneficial interests in such
other Global Security for as long as it remains such an interest.





<PAGE>
                                                                              81


                 (g)      Until the later of the Release Date and the provision
of the certifications required by Section 7.13(c), beneficial interests in a
Regulation S Global Security may only be held through Morgan Guaranty Trust
Company of New York, Brussels office, as operator of Euroclear or Cedel or
another agent member of Euroclear and Cedel acting for and on behalf of them.
During the Restricted Period, interests in the Regulation S Global Security may
be exchanged for interests in the Restricted Global Security or for definitive
Securities only in accordance with the certification requirements described
above.



                                   ARTICLE 8

                      DISSOLUTION AND TERMINATION OF TRUST

                 Section 8.1  Dissolution and Termination of Trust.

                 (a)      The Trust shall dissolve upon the earliest of:

                 (i)      December 31, 2051, the expiration time of the Trust;

                 (ii)     any liquidation, insolvency or similar proceeding
                          with respect to the Holder of the Common Securities
                          or the Sponsor or all or substantially all of its
                          property;

                 (iii)    the filing of a certificate of dissolution or its
                          equivalent with respect to the Sponsor; the consent
                          of the Holder of at least a Majority in Liquidation
                          Amount of the Securities to the filing of a
                          certificate of cancellation with respect to the Trust
                          or the revocation of the Sponsor's charter and the
                          expiration of 90 days after the date of revocation
                          without a reinstatement thereof;

                 (iv)     the entry of a decree of judicial dissolution of the
                          Sponsor or the Trust;





<PAGE>
                                                                              82


                 (v)      the time when all of the Securities shall have
                          matured or been called for redemption and the amounts
                          then due shall have been paid to the Holders in
                          accordance with the terms of the Securities; or

                 (vi)     upon the election of the Sponsor and subject to the
                          receipt of any necessary regulatory approvals,
                          pursuant to which the Trust shall have been dissolved
                          in accordance with the terms of the Securities, and
                          all of the Debentures shall have been distributed to
                          the Holders of Securities in exchange for all of the
                          Securities.

                 (b)      As soon as is practicable after the occurrence of an
event referred to in Section 8.1(a), but within 30 days of such event, notice
of such dissolution should be given to the Holders and upon completion of the
winding up of the Trust, the Trustees 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 3.9 and Article 10 shall
survive the termination of the Trust.

                 Section 8.2  Liquidation Distribution Upon Termination and
Dissolution of the Trust.

                 (a)      In the event of any voluntary or involuntary
liquidation, dissolution, winding-up or termination of the Trust (each a
"Liquidation"), the Holders of the Capital Securities on the date of the
Liquidation will be entitled to receive, out of the assets of the Trust
available for distribution to Holders of Securities after satisfaction of the
Trusts' liabilities and creditors, distributions in cash or other immediately
available funds in an amount equal to the aggregate of the stated liquidation
amount of $1,000 per CapitalSecurity plus accrued and unpaid Distributions
thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless, in connection with such Liquidation, Debentures in an
aggregate principal amount equal to the aggregate liquidation amount of, with
an interest rate identical to the interest rate of, and accrued and unpaid
distributions equal to accrued and unpaid distributions on, such





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                                                                              83

Securities shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

                 (b)      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 the Securities shall be paid on a Pro
Rata basis. The Holders of the Common Securities will be entitled to receive
distributions upon any such Liquidation Pro Rata with the Holders of the
Capital Securities except that if an Indenture Event of Default has occurred
and is continuing, the Capital Securities shall have a preference over the
Common Securities with regard to such distributions.


                                   ARTICLE 9

                           LIMITATION OF LIABILITY OF
                   HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

                 Section 9.1  Liability.

                 (a)      Except as expressly set forth in this Declaration and
the terms of the Securities, the Sponsor and the Holder of the Common
Securities:

                 (i)      shall not be 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)     shall not be required to pay to the Trust or to any
                          Holder of 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 Capital Securities shall be entitled





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                                                                              84

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.

                 Section 9.2  Exculpation.

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

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

                 Section 9.3  Fiduciary Duty.

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





<PAGE>
                                                                              85


                 (b)      Unless otherwise expressly provided herein:

                 (i)      whenever a conflict of interest exists or arises
                          between any Covered Persons; or

                 (ii)     whenever this Declaration or any other agreement
                          contemplated herein or therein provides that an
                          Indemnified Person shall act in a manner that is, or
                          provide terms that are, fair and reasonable to the
                          Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest of
each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices and any applicable
generally accepted accounting practices or principles.  In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise.

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

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

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





<PAGE>
                                                                              86


                 Section 9.4  Indemnification.

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

                 (ii)     The Debenture Issuer shall indemnify, to the full
extent permitted by law, any Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Trust to procure a judgment in its favor by
reason of the fact that he is or was a Indemnified Person against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Trust 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.





<PAGE>
                                                                              87


                 (iii)    Any indemnification under paragraphs (i) and (ii) of
this Section 9.4(a) (unless ordered by a court) shall be made by the Debenture
Issuer only as authorized in the specific case upon a determination that
indemnification of the Indemnified Person is proper in the circumstances
because he has met the applicable standard of conduct set forth in paragraphs
(i) and (ii).  Such determination shall be made (1) by the Administrators by a
majority vote of a quorum consisting of such Administrators who were not
parties to such action, suit or proceeding, (2) 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 (3) by the
Common Security Holder of the Trust.

                 (iv)     Expenses (including attorneys' fees) 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 Debenture Issuer in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Indemnified Person to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Debenture Issuer as authorized in this Section 9.4(a).  Notwithstanding the
foregoing, no advance shall be made by the Debenture Issuer if a determination
is reasonably and promptly made (i) by the Administrators by a majority vote of
a quorum of disinterested Administrators, (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested Administrators
so directs, by independent legal counsel in a written opinion or (iii) 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 did not believe to be in or not opposed to the best
interests of the Trust, or, with respect to any criminal proceeding, that such
Indemnified Person believed or had reasonable cause to believe his conduct was
unlawful.  In no event shall any advance be made in instances where the
Administrators, independent legal counsel or Common Security Holder reasonably
determine that such person deliberately breached his duty to the Trust or its
Common or Capital Security Holders.





<PAGE>
                                                                              88

                 (v)      The indemnification and advancement of expenses
provided by, or granted pursuant to, the other paragraphs of this Section
9.4(a) 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 Debenture
Issuer or Capital Security Holders of the Trust or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.  All rights to indemnification under this Section 9.4(a) shall be
deemed to be provided by a contract between the Debenture Issuer and each
Indemnified Person who serves in such capacity at any time while this Section
9.4(a) is in effect.  Any repeal or modification of this Section 9.4(a) shall
not affect any rights or obligations then existing.

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

                 (vii)    For purposes of this Section 9.4(a), 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(a) with respect to the resulting or surviving
entity as he would have with respect to such constituent entity if its separate
existence had continued.

                 (viii)   The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 9.4(a) 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.  The provisions of this Section
9.4(a) shall survive the satisfaction and discharge of this





<PAGE>
                                                                              89

Declaration or the resignation or removal of any Administrator or Trustee, as
the case may be.

                 Section 9.5  Outside Businesses.

                 Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the activities 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 activities of the
Trust, shall not be deemed wrongful or improper.  No Covered Person, the
Sponsor, the Delaware Trustee or the Property 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 Property 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 Property 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.


                                   ARTICLE 10

                                   ACCOUNTING

                 Section 10.1  Fiscal Year.

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

                 Section 10.2  Certain Accounting Matters.

                 (a)      At all times during the existence of the Trust, the
Regular Trustees shall keep, or cause to be kept, full books





<PAGE>
                                                                              90

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.  The Trust shall use the accrual method of
accounting for United States federal income tax purposes.  The books of account
and the records of the Trust shall be examined by and reported upon as of the
end of each Fiscal Year of the Trust by a firm of independent certified public
accountants selected by the Administrators.

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

                 (c)      The Administrators shall cause to be duly prepared
and filed with the appropriate taxing authority, an annual United States
federal income tax return, on a Form 1041 or such other form required by United
States federal income tax law, and any other annual income tax returns required
to be filed by the Administrators on behalf of the Trust with any state or
local taxing authority.

                 Section 10.3  Banking.

                 The Trust shall maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Debentures held by the Property 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
shall be designated by the Administrators; provided, however, that the Property
Trustee shall designate the signatories for the Property Account.

                 Section 10.4  Withholding.





<PAGE>
                                                                              91


                 The Trust and the Administrators shall comply with all
withholding requirements under United States federal, state and local law.  The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably
be requested by the Trust 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
Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld
shall be deemed to be a distribution in the amount of the withholding to the
Holder. In the event of any claimed over withholding, 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 Trust may reduce
subsequent Distributions by the amount of such withholding.


                                   ARTICLE 11

                            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 Sponsor; (ii) by the
Property Trustee if the amendment affects the rights, powers, duties,
obligations or immunities of the Property Trustee; and (iii) by the Delaware
Trustee if the amendment affects the rights, powers, duties, obligations or
immunities of the Delaware Trustee.

                 (b)      No amendment shall be made, and any such purported
amendment shall be void and ineffective:

                 (i)      unless, in the case of any proposed amendment, the
                          Property Trustee shall have first received an
                          Officers' Certificate from each of the Trust and





<PAGE>
                                                                              92

                          the Sponsor that such amendment is permitted by, and
                          conforms to, the terms of this Declaration (including
                          the terms of the Securities);

                 (ii)     unless, in the case of any proposed amendment which
                          affects the rights, powers, duties, obligations or
                          immunities of the Property Trustee, the Property
                          Trustee shall have first received:

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

                          b.      an opinion of counsel (who may be counsel to
                                  the Sponsor or the Trust) that such amendment
                                  is permitted by, and conforms to, the terms
                                  of this Declaration (including the terms of
                                  the Securities); and

                 (iii)    to the extent the result of such amendment would be
                          to:

                          a.      cause the Trust to be classified other than
                                  as a grantor trust for United States federal
                                  income tax purposes;

                          b.      reduce or otherwise adversely affect the
                                  powers of the Property Trustee in
                                  contravention of the Trust Indenture Act; or

                          c.      cause the Trust to be deemed to be an
                                  Investment Company required to be registered
                                  under the Investment Company Act.

                 (c)      At such time after the Trust has issued any
Securities that remain outstanding, if amendment would (i) adversely affect the
powers, preferences or special rights of the Securities, whether by way of
amendment to the Declaration or otherwise or (ii) result in the dissolution,
winding-up or termination of the Trust other than pursuant to the terms of this
Declaration or, (iii) change the amount or timing of any distribution of the
Securities or otherwise adversely affect the





<PAGE>
                                                                              93

amount of any distribution required to be made in respect of the Securities as
of a specified date or (iv) restrict the right of a Holder of Securities to
institute suit for the enforcement of any such payment on or after such date,
then the Holders of the 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 at least a Majority in
Liquidation Amount of the Securities affected thereby; provided that, if any
amendment or proposal referred to in clause (i) above would adversely affect
only the Capital Securities or 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.

                 (d)      Section 7.8 and this Section 11.1 shall not be
amended without the consent of all of the Holders of the Securities.

                 (e)      Article 4 shall not be amended without the consent of
the Holders of a Majority in Liquidation Amount of the Common Securities.

                 (f)      The rights of the Holders of the Common Securities
under Article 6 to appoint and remove Trustees shall not be amended without the
consent of the Holders of a Majority in Liquidation Amount of the Common
Securities.

                 (g)      Notwithstanding Section 11.1(c), this Declaration may
be amended without the consent of the Holders of the Securities to:

                 (i)      to cure any ambiguity, correct or supplement any
                          provisions in this Declaration that may be
                          inconsistent with any other provision, or to make any
                          other provisions with respect to matters or questions
                          arising under this Declaration that shall not be
                          inconsistent with the other provisions of this
                          Declaration;

                 (ii)     to modify, eliminate or add to any provisions of this
                          Declaration to such extent as shall be necessary to
                          ensure that the Trust will be





<PAGE>
                                                                              94

                          classified as a grantor trust and will not be taxable
                          as a corporation for United States federal income tax
                          purposes at all times that any Securities are
                          outstanding or to ensure that the Trust will not be
                          required to register as an "investment company" under
                          the Investment Company Act; or

                 (iii)    to conform to any change in Rule 3a-7 under the
                          Investment Company Act or written change in
                          interpretation or application of such Rule 3a-7 by
                          any legislative body, court, government agency or
                          regulatory authority which amendment does not have a
                          material adverse effect on the rights, preferences or
                          privileges of the Holders.

provided, however, that such action shall not adversely affect in any material
respect the interests of any Holder of Capital Securities or Common Securities,
and any amendments of this Declaration shall become effective when notice
thereof is given to the Holders of Capital Securities and Common Securities.

                 (h)      The issuance of an Authorization Certificate by the
Administrators for purposes of establishing the terms and form of the
Securities as contemplated by Section 8.1 shall not be deemed an amendment of
this Declaration subject to the provisions of this Section 11.1.

                 (i)      Notwithstanding any provision of this Declaration,
the right of any Holder of 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 Capital
Securities shall be entitled to such relief as can be given either at law or
equity.

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

                 (a)      Meetings of the Holders of any class of Securities
may be called at any time by the Trustees (or as provided in the





<PAGE>
                                                                              95

terms of the Securities) to consider and act on any matter on which Holders of
such class of Securities are entitled to act under the terms of this
Declaration, the terms of the Securities or the rules of any stock exchange on
which the Capital Securities are listed or admitted for trading, if any.  The
Trustees shall call a meeting of the Holders of such class if directed to do so
by the Holders of at least 25% in Liquidation Amount of such class of
Securities.  Such direction shall be given by delivering to the Trustees one or
more calls in a writing stating that the signing Holders of Securities wish to
call a meeting and indicating the general or specific purpose for which the
meeting is to be called.  Any Holders of Securities calling a meeting shall
specify in writing the Certificates held by the Holders of Securities
exercising the right to call a meeting and only those Securities specified
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 Securities:

                 (i)      notice of any such meeting shall be given to all
                          the Holders of 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 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 Securities.  Any action
                          that may be taken at a meeting of the Holders of
                          Securities may be taken without a meeting if a
                          consent in writing setting forth the action so taken
                          is signed by the Holders of Securities owning not
                          less than the minimum amount of Securities in
                          liquidation amount that would be necessary to
                          authorize or take such action at a meeting at which
                          all Holders of 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 Securities entitled to vote who
                          have





<PAGE>
                                                                              96

                          not consented in writing.  The Trustees may specify
                          that any written ballot submitted to the Security
                          Holders for the purpose of taking any action without
                          a meeting shall be returned to the Trust within the
                          time specified by the Trustees;

                 (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 Securities executing such proxy.  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;

                 (iii)    each meeting of the Holders of the Securities shall
                          be conducted by the Trustees or by such other Person
                          that the Trustees may designate; and

                 (iv)     consistent with 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, otherwise provides, the Trustees,
                          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 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.





<PAGE>
                                                                              97


                                   ARTICLE 12

                      REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

                 Section 12.1  Representations and Warranties of the Property
Trustee.

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

                 (a)      the Property Trustee is a corporation or bank duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, 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 Property Trustee satisfies the requirements set
forth in Section 6.3(a);

                 (c)      the execution, delivery and performance by the
Property Trustee of this Declaration has been duly authorized by all necessary
corporate action on the part of the Property Trustee.  This Declaration has
been duly executed and delivered by the Property Trustee, and it constitutes a
legal, valid and binding obligation of the Property 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 the enforcement of such remedies
is considered in a proceeding in equity or at law);

                 (d)      the execution, delivery and performance of this
Declaration by the Property Trustee does not conflict with or constitute a
breach of the articles of association or incorporation, as the case may be, or
the by-laws (or other similar organizational documents) of the Property
Trustee; and





<PAGE>
                                                                              98


                 (e)      no consent, approval or authorization of, or
registration with or notice to, any State or Federal banking authority is
required for the execution, delivery or performance by the Property Trustee of
this Declaration.

                 Section 12.2  Representations and Warranties of the Delaware
Trustee.

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

                 (a)      the Delaware Trustee satisfies the requirements set
forth in Section 6.2 and has the power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of, this
Declaration and, if it is not a natural person, is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation or organization;

                 (b)      the Delaware Trustee has been authorized to perform
its obligations under the Certificate of Trust and this Declaration.  This
Declaration under Delaware law 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 the enforcement of such remedies is considered in a proceeding in
equity or at law); and

                 (c)      no consent, approval or authorization of, or
registration with or notice to, any State or Federal banking authority is
require for the execution, delivery or performance by the Delaware Trustee of
this Declaration.





<PAGE>
                                                                              99




                                   ARTICLE 13

                                 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 or mailed by registered or certified 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 Property Trustee, the Delaware Trustee and the
Holders of the Securities):

                          Capital One Capital I
                          c/o Capital One Bank
                          Capital One Financial Corporation
                          2980 Fairview Park Drive,
                          Suite 1300
                          Falls Church, VA  22042-4525

                 (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 Administrators, the Property Trustee and the Holders of the
Securities):

                          First Chicago Delaware Inc.
                          300 King Street
                          Wilmington, DE  19801
                          Attention:  Michael J. Majchuzak

                 (c)      if given to the Property Trustee, at its Corporate
Trust Office (or such other address as the Property Trustee may give notice of
to the Administrators, the Delaware Trustee and the Holders of the Securities):

                          The First National Bank of Chicago
                          One First National Plaza
                          Suite 0126
                          Chicago, IL  60670-0126
                          Attention:  Corporate Trust Office





<PAGE>
                                                                             100


                 (d)      if given to the Sponsor, at the mailing address set
forth below (or such other address as the Sponsor may give notice of to the
Property Trustee, the Delaware Trustee and the Trust):

                          Capital One Bank
                          c/o Capital One Financial Corporation
                          2980 Fairview Park Drive
                          Suite 1300
                          Falls Church, VA  22042
                          Attn:  General Counsel's Office

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

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

                 Section 13.2  Governing Law.

                 This Declaration and the rights of the parties hereunder shall
be governed by and interpreted in accordance with the laws of the State of
Delaware without regard to the principles of conflict of laws.

                 Section 13.3  Intention of the Parties.

                 It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor trust.
The provisions of this Declaration shall be interpreted in a manner consistent
with such classification.

                 Section 13.4  Headings.

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





<PAGE>
                                                                             101


                 Section 13.5  Successors and Assigns.

                 Whenever in this Declaration any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Declaration by the
Sponsor and the Trustees shall bind and inure to the benefit of their
respective successors and assigns, whether so expressed.

                 Section 13.6  Partial Enforceability.

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

                 Section 13.7  Counterparts.

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

                 Section 13.8  Undertaking for Costs.

                 In any suit for the enforcement of any right or remedy under
this Declaration or in any suit against any Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorney's fees and expenses, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant.  This Section 13.8 does not apply to a suit by a
Trustee, a suit by a Holder to enforce its right to payment or a suit by
Holders of more than 10% in Liquidation Amount of the then outstanding
Securities.





<PAGE>
                                                                             102

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


                                  CAPITAL ONE BANK,
                                    as Sponsor and Common Securities
                                       Holder


                                  BY:
                                     ----------------------------------------
                                  Name:
                                  Title:


                                  THE FIRST NATIONAL BANK OF CHICAGO,
                                    as Property Trustee


                                  BY:
                                     ----------------------------------------
                                  Name:
                                  Title:


                                  FIRST CHICAGO DELAWARE INC.,
                                    as Delaware Trustee


                                  BY:
                                     ----------------------------------------
                                  Name:
                                  Title:





<PAGE>
                                                                     EXHIBIT A-1



                 This Capital Security is a Global Certificate within the
meaning of the Declaration hereinafter referred to and is registered in the
name of The Depository Trust Company, a New York corporation (the
"Depository"), or a nominee of the Depository.  This Capital Security is
exchangeable for Capital Securities registered in the name of a person other
than the Depository or its nominee only in the limited circumstances described
in the Declaration and no transfer of this Capital Security (other than a
transfer of this Capital Security as a whole by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in limited circumstances.

                 Unless this Capital Security Certificate is presented by an
authorized representative of the Depository to Capital One Capital I or its
agent for registration of transfer, exchange or payment, and any Capital
Security Certificate issued is registered in the name of Cede & Co. or such
other name as registered by an authorized representative of the Depository (and
any payment hereon is made to Cede & Co. or to such other entity as is
requested by an authorized representative of the Depository), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

CERTIFICATE NO.
                ---
                                                           CUSIP NO.
                                                                     -----------

AGGREGATE LIQUIDATION AMOUNT OF CAPITAL SECURITIES:      $
                                                          ----------------

                   CERTIFICATE EVIDENCING CAPITAL SECURITIES
                                       OF
                             CAPITAL ONE CAPITAL I

              FLOATING RATE SUBORDINATED CAPITAL INCOME SECURITIES
                (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)

                 CAPITAL ONE CAPITAL I, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Cede &
Co. (the "Holder") is the registered owner of capital securities in the
aggregate liquidation amount of $________ of the Trust representing undivided
beneficial interests in the assets of the Trust designated the Floating Rate
Subordinated Capital Income Securities (liquidation amount $1,000





                                     A-1-1
<PAGE>
per Capital Security) (the "Capital Securities").  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 as provided in the Declaration (as defined below).
The designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Capital Securities represented hereby are issued and
shall in all respects be subject to the provisions of the Amended and Restated
Declaration of Trust, dated as of January 31, 1997 (as the same may be amended
from time to time (the "Declaration"), among Capital One Bank, as Sponsor
("Sponsor"), The First National Bank of Chicago, as Property Trustee, and First
Chicago Delaware Inc., as Delaware Trustee.  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 described therein.
The Sponsor will provide a copy of the Declaration, the Guarantee and the
Indenture to a Holder without charge upon written request to the Sponsor at its
principal place of business.

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

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

                 This Capital Security shall be governed by and interpreted in
accordance with the laws of the State of Delaware.





                                     A-1-2
<PAGE>
                 IN WITNESS WHEREOF, the Trust has executed this certificate
this ____ day of January, 1997.

                                           CAPITAL ONE CAPITAL I


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


                 CERTIFICATE OF AUTHENTICATION

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

                                           THE FIRST NATIONAL BANK OF CHICAGO


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





                                     A-1-3
<PAGE>
                 In connection with any transfer of this Security occurring
prior to the date which is the earlier of (i) the date of the declaration by
the Commission of the effectiveness of a registration statement under the
Securities Act covering resales of this Security (which effectiveness shall not
have been suspended or terminated at the date of the transfer) and (ii) three
years after the later of the date of original issue and the last date on which
the Sponsor or any affiliate of the Sponsor was the owner of such Capital
Securities (or any predecessor thereto) (the "Resale Restriction Termination
Date"), the undersigned confirms that it has not utilized any general
solicitation or general advertising in connection with the transfer:

                                  [CHECK ONE]

(1)              to the Sponsor or a subsidiary thereof; or
         ---
(2)              pursuant to and in compliance with Rule 144A under the
         ---     Securities Act of 1933, as amended; or

(3)              to an institutional "accredited investor" (as defined in Rule
         ---     501(a)(1), (2), (3) or (7) under the Securities Act of 1933,
                 as amended) that has furnished to the Trustee a signed letter
                 containing certain representations and agreements (the form of
                 which letter can be obtained from the Trustee); or

(4)              outside the United States to a "foreign person" in compliance
         ---     with Rule 904 of Regulation S under the Securities Act of
                 1933, as amended; or

(5)              pursuant to the exemption from registration provided by Rule
         ---     144 under the Securities Act of 1933, as amended; or

(6)              pursuant to an effective registration statement under the
         ---     Securities Act of 1933, as amended; or

(7)              pursuant to another available exemption from the registration
         ---     requirements of the Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (3), (4),
(5) or (7) is checked, the Sponsor or the Trustee may require, prior to
registering any such transfer of the Securities, in its sole discretion, such
written legal opinions, certifications (including an investment





                                     A-1-4
<PAGE>
letter in the case of box (3) or (4)) and other information as the Trustee or
the Sponsor has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not
be obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 315 of the Indenture shall have
been satisfied.


Dated:                            Signed:
       ------------------                 -------------------------------------
                                  (Sign exactly as name appears
                                  on the other side of this Security)


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


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

                 The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Sponsor as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


Dated:
       --------                        ----------------------------------------
                                       NOTICE:  To be executed by an
                                                executive officer


              TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED

                 The undersigned represents and warrants that it is purchasing
the Capital Security outside the United States as a "foreign person" in
compliance with Rule 904 of Regulation S





                                     A-1-5
<PAGE>
under the Securities Act and is aware that the sale to it is being made in
reliance on Regulation S and acknowledges that a holder of an interest in a
Regulation S temporary global security may not (i) receive the payment of any
distributions, redemption price or any other payments with respect to the
holder's beneficial interest in the temporary global security or (ii) receive
an interest in a Regulation S permanent global security until  (A) expiration
of the 40th day after the later of the commencement of the offering of the
Capital Securities and the closing date and (B) certification that the
beneficial owner of the interest in the Capital Security is a non-U.S. person.


Dated:
       --------                           -------------------------------------
                                          NOTICE: To be executed by an
                                                  executive officer





                                     A-1-6
<PAGE>
                                                                     EXHIBIT A-2



                      THIS CERTIFICATE IS NOT TRANSFERABLE


CERTIFICATE NO.                           NUMBER OF COMMON SECURITIES:
                -                                                       ------

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                             CAPITAL ONE CAPITAL I

                               COMMON SECURITIES
                (LIQUIDATION AMOUNT $1,000 PER COMMON SECURITY)


                 Capital One Capital I, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Capital
One Bank (the "Holder") is the registered owner of common securities of the
Trust representing an undivided beneficial interest in the assets of the Trust
designated the Floating Rate Common Securities (liquidation amount $1,000 per
Common Security) (the "Common Securities"). The Common Securities are not
transferable and any attempted transfer thereof shall be void.  The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities represented hereby are issued and shall in
all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust, dated as of January 31, 1997 (as the same
may be amended from time to time, the "Declaration"), among Capital One Bank,
as Sponsor, The First National Bank of Chicago, as Property Trustee and First
Chicago Delaware Inc., as Delaware Trustee.  The Holder is entitled to the
benefits of the Guarantee to the extent described therein.  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, the Guarantee
and the Indenture to a Holder without charge upon written request to the
Sponsor at its principal place of business.

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

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





                                    A-2-1
<PAGE>
                 This Common Security shall be governed by and interpreted in
accordance with the laws of the State of Delaware.





                                    A-2-2
<PAGE>
                 IN WITNESS WHEREOF, the Trust has executed this certificate
this    day of January, 1997.

                                        CAPITAL ONE CAPITAL I


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






                                    A-2-3
<PAGE>
                                                                     EXHIBIT B-1


                   [FORM OF EUROCLEAR AND CEDEL CERTIFICATE]
                (Pursuant to Section 7.13(c) of the Declaration)


                 Re:      Capital One Capital I, Floating Rate
                          Subordinated Capital Income Securities


__________________, as
Paying Agent
[Address of Paying Agent] or
_________________, as
Property Trustee
[Address of Property Trustee]

                 This is to certify that, based solely on certifications we
have received in writing, by tested telex or by electronic transmission from
member organizations appearing in our records as persons being entitled to a
portion of the principal amount of the Securities set forth below (our "Member
Organizations") substantially to the effect set forth in the Amended and
Restated Declaration of trust dated as of January 31, 1997, between Capital One
Bank, as Sponsor, The First National Bank of Chicago, as Property Trustee and
First Chicago Delaware Inc., as Delaware Trustee, not in their individual
capacities but solely as Trustees, U.S. $_____________ principal amount of the
above- captioned Securities held by us or on our behalf are beneficially owned
by non-U.S. person(s).  As used in this paragraph, the term "U.S. person" has
the meaning given to it by Regulation S under the United States Securities Act
of 1933, as amended.

                 We further certify that as of the date hereof we have not
received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any
interest in the Securities identified above are no longer true and cannot be
relied upon as of the date hereof.

                 [On Release Date:  We hereby acknowledge that no portion of
the Regulation S Temporary Global Security shall be exchanged for an interest
in the Regulation S Permanent Global Security (as each such term is defined in
the Declaration) with





                                     B-1-1
<PAGE>
respect to the portion thereof for which we have not received the applicable
certifications from our Member Organizations.]*/

                 [On _____________________ and upon any other payments under
the Regulation S Temporary Global Security:  We hereby agree to hold (and
return to the [             ] upon request) any payments received by us on the
Regulation S Temporary Global Security (as defined in the Declaration) with
respect to the portion thereof for which we have not received the applicable
certifications from our Member Organizations.]*

                 We understand that this certification is required in
connection with certain securities laws of the United States of America.  In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorize you to produce this certification to any interested
party in such proceedings.

Dated:                     **/
       --------------------

                                           [MORGAN GUARANTY TRUST COMPANY OF
                                           NEW YORK, Brussels office, as
                                           operator of the Euroclear System

                                                   or

                                           Cedel, societe anonyme]


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


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

*/    Select as applicable.

**/   Insert Release Date or applicable Payment Date, as the case may be.


                                     B-1-2
<PAGE>
                                                                     EXHIBIT B-2


                     [FORM OF CERTIFICATION TO BE GIVEN BY
                       HOLDER OF BENEFICIAL INTEREST IN A
                    REGULATION S TEMPORARY GLOBAL SECURITY]
                (Pursuant to Section 7.13(b) of the Declaration)


                 Re:      Capital One Capital I, Floating Rate
                          Subordinated Capital Income Securities


[Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear
System] [Cedel, societe anonyme]

                                   Securities, [CINS No. ______] [ISIN No. ____]

                 Reference is hereby made to the Amended and Restated
Declaration of Trust, dated as of January ___, 1997 (the "Declaration"),
between Capital One Bank, as Sponsor, The First National Bank of Chicago, as
Property Trustee and First Chicago Delaware Inc., as Delaware Trustee, not in
their individual capacities but solely as Trustees.  Capitalized terms used
herein and not otherwise defined have the meanings set forth in the
Declaration.

                 [For purposes of acquiring a beneficial interest in the
Regulation S Permanent Global Security upon the expiration of the Restricted
Period,][For purposes of receiving payments under the Regulation S Temporary
Global Security,1 the undersigned holder of a beneficial interest in the
Regulation S Temporary Global Security issued under the Declaration certifies
that it is not a U.S. Persons as defined by Regulation S under the Securities
Act of 1933, as amended.

                 We undertake to advise you promptly by telex on or prior to
the date on which you intend to submit your corresponding certification
relating to the Securities held by you if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certificate applies as of such date.




--------------------
*/   Select, as applicable.

                                     B-2-1
<PAGE>
                 We understand that this certificate is required in connection
with certain securities laws of the United States.  In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding.
This certificate and the statements contained herein are made for your benefit
and the health of the Trust and the Initial Purchaser.


                                  Dated:                     ,
                                         --------------------  ----
                                  By:
                                      ------------------------------
                                        as, or as agent for, the
                                        holder of a beneficial
                                        interest in the Securities to
                                        which this certificate relates.





                                     B-2-2