Exhibit 10.3


                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                            FMB 2005 Capital Trust I

                           Dated as of August 4, 2005







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                                TABLE OF CONTENTS

                                                                            PAGE



                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

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

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1.   Name...........................................................8

SECTION 2.2.   Office.........................................................8

SECTION 2.3.   Purpose........................................................8

SECTION 2.4.   Authority......................................................9

SECTION 2.5.   Title to Property of the Trust.................................9

SECTION 2.6.   Powers and Duties of the Trustees and the Administrators.......9

SECTION 2.7.   Prohibition of Actions by the Trust and the Trustees..........14

SECTION 2.8.   Powers and Duties of the Institutional Trustee................15

SECTION 2.9.   Certain Duties and Responsibilities of the Trustees and the
               Administrators................................................16

SECTION 2.10.  Certain Rights of Institutional Trustee.......................18

SECTION 2.11.  Delaware Trustee..............................................20

SECTION 2.12.  Execution of Documents........................................20

SECTION 2.13.  Not Responsible for Recitals or Issuance of Securities........21

SECTION 2.14.  Duration of Trust.............................................21

SECTION 2.15.  Mergers.......................................................21

                                   ARTICLE III
                                     SPONSOR

SECTION 3.1.   Sponsor's Purchase of Common Securities.......................23

SECTION 3.2.   Responsibilities of the Sponsor...............................23



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                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

SECTION 4.1.   Number of Trustees............................................23

SECTION 4.2.   Delaware Trustee..............................................24

SECTION 4.3.   Institutional Trustee; Eligibility............................24

SECTION 4.4.   Certain Qualifications of the Delaware Trustee Generally......24

SECTION 4.5.   Administrators................................................25

SECTION 4.6.   Initial Delaware Trustee......................................25

SECTION 4.7.   Appointment, Removal and Resignation of the Trustees and the
               Administrators................................................25

SECTION 4.8.   Vacancies Among Trustees......................................27

SECTION 4.9.   Effect of Vacancies...........................................27

SECTION 4.10.  Meetings of the Trustees and the Administrators...............27

SECTION 4.11.  Delegation of Power...........................................28

SECTION 4.12.  Merger, Conversion, Consolidation or Succession to Business...28

                                    ARTICLE V
                                  DISTRIBUTIONS

SECTION 5.1.   Distributions.................................................28

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

SECTION 6.1.   General Provisions Regarding Securities.......................29

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

SECTION 6.3.   Form and Dating...............................................30

SECTION 6.4.   Mutilated, Destroyed, Lost or Stolen Certificates.............31

SECTION 6.5.   Temporary Securities..........................................31

SECTION 6.6.   Cancellation..................................................31


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                                  (CONTINUED)

SECTION 6.7.   Rights of Holders; Waivers of Past Defaults...................31

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1.   Dissolution and Termination of Trust..........................33

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

SECTION 8.1.   General.......................................................34

SECTION 8.2.   Transfer Procedures and Restrictions..........................35

SECTION 8.3.   Deemed Security Holders.......................................38

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

SECTION 9.1.   Liability.....................................................38

SECTION 9.2.   Exculpation...................................................39

SECTION 9.3.   Fiduciary Duty................................................39

SECTION 9.4.   Indemnification...............................................40

SECTION 9.5.   Outside Businesses............................................43

SECTION 9.6.   Compensation; Fee.............................................43

                                    ARTICLE X
                                   ACCOUNTING


SECTION 10.1.  Fiscal Year...................................................44

SECTION 10.2.  Certain Accounting Matters....................................44

SECTION 10.3.  Banking.......................................................44

SECTION 10.4.  Withholding...................................................45

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

SECTION 11.1.  Amendments....................................................45


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                               TABLE OF CONTENTS
                                  (CONTINUED)


SECTION 11.2.  Meetings of the Holders of the Securities; Action by
               Written Consent...............................................47

                                   ARTICLE XII
          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1.  Representations and Warranties of Institutional Trustee.......49

SECTION 12.2.  Representations and Warranties of Delaware Trustee............49

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.1.  Notices.......................................................50

SECTION 13.2.  Governing Law.................................................52

SECTION 13.3.  Submission to Jurisdiction....................................52

SECTION 13.4.  Intention of the Parties......................................52

SECTION 13.5.  Headings......................................................52

SECTION 13.6.  Successors and Assigns........................................52

SECTION 13.7.  Partial Enforceability........................................53

SECTION 13.8.  Counterparts..................................................53


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ANNEXES AND EXHIBITS

ANNEX I             Terms of TP Securities and Common Securities

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











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                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                            FMB 2005 Capital Trust I

                                 August 4, 2005

         AMENDED AND RESTATED DECLARATION OF TRUST (this  "Declaration"),  dated
and  effective as of August 4, 2005,  by the Trustees (as defined  herein),  the
Administrators  (as defined  herein),  the  Sponsor (as defined  herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

         WHEREAS,  the  Delaware  Trustee and the Sponsor  established  FMB 2005
Capital Trust I (the "Trust"),  a statutory  trust under the Statutory Trust Act
(as defined herein),  pursuant to a Declaration of Trust,  dated as of August 2,
2005 (the  "Original  Declaration"),  and a Certificate  of Trust filed with the
Secretary  of State of the State of  Delaware  on August 2,  2005,  for the sole
purpose  of  issuing  and  selling  certain  securities  representing  undivided
beneficial  interests  in the  assets of the Trust and  investing  the  proceeds
thereof  in the  Debentures  (as  defined  herein) of the  Debenture  Issuer (as
defined  herein) in connection  with the issuance of the Capital  Securities (as
defined herein);

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

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

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

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

    SECTION 1.1.  Definitions.  Unless the context otherwise requires:

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




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

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

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

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

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

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

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

     "Administrators"  means each of Charles R.  Nessmith  and Dwayne E. Rocker,
solely  in such  Person's  capacity  as  Administrator  of the  Trust  continued
hereunder and not in such Person's individual capacity,  or such Administrator's
successor in interest in such  capacity,  or any  successor  appointed as herein
provided.

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

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

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

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

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



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

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

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

     "Capital  Securities  Purchase  Agreement"  means  the  Capital  Securities
Purchase  Agreement dated as of August 2, 2005 among the Trust,  the Sponsor and
Merrill Lynch International.

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

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

     "Certificate" means any certificate evidencing Securities.

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

     "Closing   Date"  means  the  date  of  execution   and  delivery  of  this
Declaration.

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

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

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

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

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

     "Corporate Trust Office" means the office of the  Institutional  Trustee at
which the corporate  trust business of the  Institutional  Trustee shall, at any
particular time, be principally administered, which office shall at all times be
located in the United States and at the date of execution of this Declaration is
located at 600 Travis Street,  50th Floor,  Houston,  TX 77002, Attn:  Worldwide
Securities Services - FMB 2005 Capital Trust I.

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



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

     "Debenture  Issuer"  means  FMB  Equibanc,  Inc.,  a bank  holding  company
incorporated in Georgia,  in its capacity as issuer of the Debentures  under the
Indenture.

     "Debenture Trustee" means JPMorgan Chase Bank, National Association, not in
its  individual  capacity  but solely as  trustee  under the  Indenture  until a
successor is appointed thereunder, and thereafter means such successor trustee.

     "Debentures"  means the Junior  Subordinated  Debt Securities due September
15, 2035 to be issued by the Debenture Issuer under the Indenture.

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

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

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

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

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

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

     "Distribution  Payment  Period"  means  the  period  from and  including  a
Distribution  Payment  Date,  or in the case of the first  Distribution  Payment
Period, the original date of issuance of the Securities,  to, but excluding, the
next  succeeding  Distribution  Payment  Date  or,  in  the  case  of  the  last
Distribution  Payment Period,  the Redemption Date,  Special  Redemption Date or
Maturity  Date (each as defined in the  Indenture),  as the case may be, for the
related Debentures.

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

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

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


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

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

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

     "Guarantee" means the Guarantee Agreement, dated as of the Closing Date, of
the Sponsor (the "Guarantor") in respect of the Capital Securities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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<PAGE>

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

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

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

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

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

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

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

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

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

                                   ARTICLE II
                                  ORGANIZATION

     SECTION 2.1. Name. The Trust is continued hereby and shall be known as "FMB
2005  Capital  Trust I," as such name may be  modified  from time to time by the
Administrators  following  written notice to the  Institutional  Trustee and the
Holders of the  Securities.  The Trust's  activities may be conducted  under the
name of the Trust or any other name deemed advisable by the Administrators.

     SECTION  2.2.  Office.  The address of the  principal  office of the Trust,
which shall be in a state of the United  States or the District of Columbia,  is
201 North Main Street, Statesboro,  Georgia 30458. On ten Business Days' written
notice to the  Institutional  Trustee  and the  Holders of the  Securities,  the
Administrators may designate another principal office, which shall be in a state
of the United States or the District of Columbia.



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

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

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

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

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

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

                           (A) the issuance and sale of the Securities;


                                       -9-
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                       -10-
<PAGE>

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

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

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

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

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

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

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

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

                           (A) the establishment of the Property Account;

                           (B) the receipt of the Debentures;

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

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

                                       -11-
<PAGE>

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

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

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

                           (H) to the extent provided in this  Declaration,  the
                  winding up of the affairs of and liquidation of the Trust;

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

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

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

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

         (b) So long as this  Declaration  remains in effect,  the Trust (or the
Trustees or  Administrators  acting on behalf of the Trust) shall not  undertake
any business,  activities or transaction  except as expressly provided herein or
contemplated hereby. In particular,  neither the Trustees nor the Administrators
may cause the Trust to (i) acquire any  investments  or engage in any activities
not  authorized by this  Declaration,  (ii) sell,  assign,  transfer,  exchange,
mortgage,  pledge,  set-off or otherwise dispose of any of the Trust Property or
interests  therein,  including to Holders,  except as expressly provided herein,
(iii) take any  action  that  would  cause (or in the



                                       -12-
<PAGE>

case of the  Institutional  Trustee,  to the actual  knowledge of a  Responsible
Officer would cause) the Trust to fail or cease to qualify as a "grantor  trust"
for United States federal income tax purposes,  (iv) incur any  indebtedness for
borrowed money or issue any other debt or (v) take or consent to any action that
would  result  in the  placement  of a lien on any of the  Trust  Property.  The
Institutional  Trustee shall, at the sole cost and expense of the Trust,  defend
all claims and  demands of all Persons at any time  claiming  any lien on any of
the Trust Property  adverse to the interest of the Trust or the Holders in their
capacity as Holders.

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

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

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

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

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


                                       -13-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

         (g) other than as provided in this Declaration (including Annex I), (i)
direct the time,  method and place of  exercising  any trust or power  conferred
upon the Debenture  Trustee with respect to the Debentures,  (ii) waive any past
default  that is  waivable  under the  Indenture,  (iii)  exercise  any right to
rescind or annul any declaration  that the principal of all the Debentures shall
be  due  and  payable,  or  (iv)  consent  to  any  amendment,  modification  or
termination  of the  Indenture or the  Debentures  where such  consent  shall be
required  unless  the Trust  shall have  received  a written  opinion of counsel
experienced in such matters to the effect



                                       -14-
<PAGE>

that such  amendment,  modification  or termination  will not cause the Trust to
cease to be classified as a grantor trust for United States  federal  income tax
purposes.

SECTION 2.8.  Powers and Duties of the Institutional Trustee.

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

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

         (c) The Institutional Trustee shall:

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

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

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

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

         (e) The  Institutional  Trustee  may  bring or  defend,  pay,  collect,
compromise,  arbitrate,  resort to legal  action with  respect to, or  otherwise
adjust claims or demands of or against, the Trust (a "Legal Action") which arise
out of or in connection with an Event of Default of which a Responsible  Officer
of the Institutional Trustee has actual knowledge or the Institutional Trustee's
duties  and  obligations  under this  Declaration  or the Trust  Indenture  Act;
provided,  however,  that if an Event of Default has occurred and is  continuing
and such event is  attributable  to the failure of the  Debenture  Issuer to pay
interest or premium,  if any, on or



                                       -15-
<PAGE>

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

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

                  (i) the Trust has been completely  liquidated and the proceeds
         of the  liquidation  distributed  to  the  Holders  of  the  Securities
         pursuant to the terms of the Securities and this Declaration (including
         Annex I) and the  certificate  of  cancellation  referenced  in Section
         7.1(b) has been filed; or

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

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

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

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

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



                                       -16-
<PAGE>

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

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

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

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

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



                                       -17-
<PAGE>

         method and place of conducting any proceeding for any remedy  available
         to  the  Institutional  Trustee,  or  exercising  any  trust  or  power
         conferred upon the Institutional Trustee under this Declaration;

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

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

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

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


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

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



                                       -18-
<PAGE>

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

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

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

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

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

         (h)  the  Institutional   Trustee  shall  not  be  bound  to  make  any
investigation  into the facts or matters stated in any resolution,  certificate,
statement,   instrument,  opinion,  report,  notice,  request,  consent,  order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document,  unless  requested in writing to do so by one or more Holders,  but
the  Institutional  Trustee may make such further inquiry or investigation  into
such facts or  matters  as it may see fit;  (i) the  Institutional  Trustee  may
execute any of the trusts or powers  hereunder  or perform any duties  hereunder
either  directly or by or through its agents or attorneys and the  Institutional
Trustee shall not be  responsible  for any  misconduct or negligence on the part
of, or for the  supervision  of, any such agent or attorney  appointed  with due
care by it hereunder;

         (j)   whenever  in  the   administration   of  this   Declaration   the
Institutional  Trustee  shall deem it  desirable  to receive  instructions  with
respect to enforcing  any remedy or right or taking any other action  hereunder,
the Institutional  Trustee (i) may request  instructions from the Holders of the
Common Securities and the Capital  Securities,  which  instructions may be given




                                       -19-
<PAGE>

only by the Holders of the same  proportion in liquidation  amount of the Common
Securities  and the  Capital  Securities  as would be  entitled  to  direct  the
Institutional  Trustee under the terms of the Common  Securities and the Capital
Securities  in respect of such  remedy,  right or action,  (ii) may refrain from
enforcing  such  remedy  or  right  or  taking  such  other  action  until  such
instructions  are  received,  and (iii)  shall be fully  protected  in acting in
accordance with such instructions;

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

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

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

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

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

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

                                       -20-
<PAGE>

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

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

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

     SECTION 2.15. Mergers.

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

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

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

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

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

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



                                      -21-
<PAGE>

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

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

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

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

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

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

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

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

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

                  (ix)  prior  to  such  merger,  consolidation,   amalgamation,
         replacement,  conveyance,  transfer or lease, the Institutional Trustee
         shall have received an



                                      -22-
<PAGE>

         Officers'  Certificate of the Administrators and an opinion of counsel,
         each to the effect that all conditions  precedent of this paragraph (b)
         to such transaction have been satisfied.

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

                                   ARTICLE III
                                     SPONSOR

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

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

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

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

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

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

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


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



                                      -23-
<PAGE>

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

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

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

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

     SECTION 4.3. Institutional Trustee; Eligibility.

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

                  (i) not be an Affiliate of the Sponsor;

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

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

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

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



                                      -24-
<PAGE>

         (d) The initial  Institutional  Trustee  shall be JPMorgan  Chase Bank,
National Association.

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

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

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

     SECTION 4.6. Initial Delaware  Trustee.  The initial Delaware Trustee shall
be Chase Bank USA, National Association.

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

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

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

         (c) Unless an Event of Default shall have  occurred and be  continuing,
any Trustee may be removed at any time by an act of the Holders of a Majority in
liquidation amount of the Common Securities. If any Trustee shall be so removed,
the  Holders of the Common  Securities,  by act of the  Holders of a Majority in
liquidation  amount of the Common Securities



                                      -25-
<PAGE>

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

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

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

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



                                      -26-
<PAGE>

Securities and the Trust subject to the payment of all unpaid fees, expenses and
indemnities of such retiring Relevant Trustee.

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

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

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

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

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

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



                                      -27-
<PAGE>

vote of a majority of the  Trustees or the  Administrators  present  (whether in
person or by  telephone)  and  eligible  to vote with  respect  to such  matter;
provided,  that,  in the case of the  Administrators,  a Quorum is  present,  or
without a meeting  by the  unanimous  written  consent  of the  Trustees  or the
Administrators,   as  the  case  may  be.  Meetings  of  the  Trustees  and  the
Administrators  together  shall be held  from  time to time upon the call of any
Trustee or Administrator.

     SECTION 4.11.  Delegation of Power.


         (a) Any Trustee or any Administrator, as the case may be, may, by power
of attorney  consistent  with  applicable  l8aw,  delegate to any other  natural
person over the age of 21 that is a U.S. Person his or her power for the purpose
of executing  any  documents,  instruments  or other  writings  contemplated  in
Section 2.6.

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

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

                                   ARTICLE V
                                  DISTRIBUTIONS

     SECTION 5.1. Distributions.

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



                                      -28-
<PAGE>

as determined by the Institutional  Trustee or any Paying Agent and, in the case
of taxes other than  withholding tax taxes, as determined by the  Administrators
in a written notice to the Institutional Trustee.

         (b) As a condition  to the payment of any  principal  of or interest on
the Securities  without the imposition of  withholding  tax, the  Administrators
shall require the previous delivery of properly  completed and signed applicable
U.S. federal income tax certifications  (generally,  an Internal Revenue Service
Form W-9 (or  applicable  successor  form)  in the  case of a  person  that is a
"United States person" within the meaning of Section  7701(a)(30) of the Code or
an Internal Revenue Service Form W-8 (or applicable  successor form) in the case
of a person that is not a "United  States  person" within the meaning of Section
7701(a)(30) of the Code, and any other certification  acceptable to it to enable
the  Institutional  Trustee or any Paying  Agent to determine  their  respective
duties and liabilities  with respect to any taxes or other charges that they may
be required to pay, deduct or withhold in respect of such Securities.

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

    SECTION 6.1.  General Provisions Regarding Securities.

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

         (b) The  Certificates  shall be signed on behalf of the Trust by one or
more  Administrators.  Such signature shall be the facsimile or manual signature
of any  Administrator.  In case any  Administrator  of the Trust who shall  have
signed any of the  Securities  shall cease to be such  Administrator  before the
Certificates  so signed  shall be  delivered  by the  Trust,  such  Certificates
nevertheless may be delivered as though the person who signed such  Certificates
had not ceased to be such Administrator. Any Certificate may be signed on behalf
of the  Trust by such  person  who,  at the  actual  date of  execution  of such
Security,  shall be an Administrator  of the Trust,  although at the date of the
execution  and  delivery  of the  Declaration  any such  person  was not such an
Administrator.  A Capital Security shall not be valid until authenticated by the
manual signature of an Authorized  Officer of the  Institutional  Trustee.  Such
signature  shall be  conclusive  evidence  that the  Capital



                                      -29-
<PAGE>

Security has been  authenticated  under this Declaration.  Upon written order of
the  Trust  signed  by  one  Administrator,   the  Institutional  Trustee  shall
authenticate  the Capital  Securities  for  original  issue.  The  Institutional
Trustee may appoint an authenticating  agent that is a U.S. Person acceptable to
the Trust to authenticate the Capital Securities.  A Common Security need not be
so   authenticated   and  shall  be  valid  upon   execution   by  one  or  more
Administrators.

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

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

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

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

         (a) The Trust shall maintain in New York, New York, an office or agency
where the Securities may be presented for payment (the "Paying  Agent"),  and an
office or agency where  Securities may be presented for registration of transfer
or  exchange  (the  "Transfer   Agent").   The  Trustee   hereby   appoints  the
Institutional Trustee as Paying Agent and Transfer Agent at JPMorgan Chase Bank,
National Association,  WSS Window, 4 New York Plaza, Ground Floor, New York, New
York 10004,  Attn:  Worldwide  Securities  Services (Houston) - FMB 2005 Capital
Trust I. The  Trust  shall  also  keep or  cause to be kept a  register  for the
purpose of  registering  Securities  and transfers and exchanges of  Securities,
such register to be held by a registrar (the  "Registrar").  The  Administrators
may appoint the Paying  Agent,  the Registrar  and the Transfer  Agent,  and may
appoint one or more additional Paying Agents, one or more co-Registrars,  or one
or more co-Transfer  Agents in such other locations as it shall  determine.  The
term "Paying Agent" includes any additional  Paying Agent,  the term "Registrar"
includes any additional  Registrar or co-Registrar and the term "Transfer Agent"
includes any additional  Transfer Agent or co-Transfer Agent. The Administrators
may change any Paying  Agent,  Transfer  Agent or  Registrar at any time without
prior notice to any Holder.  The  Administrators  shall notify the Institutional
Trustee  of the name  and  address  of any  Paying  Agent,  Transfer  Agent  and
Registrar not a party to this Declaration.  The Administrators  hereby initially
appoint the Institutional Trustee to act as Registrar for the Capital Securities
and the Common  Securities at its  Corporate  Trust  Office.  The  Institutional
Trustee or any of its  Affiliates  in the United States may act as Paying Agent,
Transfer Agent or Registrar.

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

    SECTION 6.3. Form and Dating.

         (a) The Capital Securities and the Institutional  Trustee's certificate
of authentication thereon shall be substantially in the form of Exhibit A-1, and
the Common Securities shall be substantially in the form of Exhibit A-2, each of
which is hereby  incorporated in and expressly made a part of this  Declaration.
Certificates may be typed, printed,  lithographed



                                      -30-
<PAGE>

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

         (b) The Capital  Securities sold by the Trust to the initial purchasers
pursuant  to  the  Placement  Agreement  and  the  Capital  Securities  Purchase
Agreement  shall be issued in  definitive  form,  registered  in the name of the
Holder thereof, without coupons and with the Restricted Securities Legend.

     SECTION 6.4. Mutilated, Destroyed, Lost or Stolen Certificates. If: (a) any
mutilated  Certificates  should  be  surrendered  to  the  Registrar,  or if the
Registrar shall receive evidence to its satisfaction of the destruction, loss or
theft of any Certificate; and (b) there shall be delivered to the Registrar, the
Administrators  and the Institutional  Trustee such security or indemnity as may
be  required  by them to hold each of them  harmless;  then,  in the  absence of
notice that such Certificate  shall have been acquired by a bona fide purchaser,
an  Administrator  on behalf of the Trust  shall  execute  (and in the case of a
Capital Security Certificate,  the Institutional Trustee shall authenticate) and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen Certificate,  a new Certificate of like denomination.  In connection with
the issuance of any new Certificate under this Section 6.4, the Registrar or the
Administrators  may require the payment of a sum  sufficient to cover any tax or
other  governmental  charge  that may be imposed in  connection  therewith.  Any
duplicate   Certificate   issued  pursuant  to  this  Section  shall  constitute
conclusive evidence of an ownership interest in the relevant  Securities,  as if
originally  issued,  whether or not the lost,  stolen or  destroyed  Certificate
shall be found at any time.

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

     SECTION  6.6.  Cancellation.  The  Administrators  at any time may  deliver
Securities to the Registrar for cancellation. The Registrar shall forward to the
Institutional  Trustee any  Securities  surrendered  to it for  registration  of
transfer, redemption or payment. The Institutional Trustee shall promptly cancel
all Securities surrendered for registration of transfer, payment,


                                      -31-
<PAGE>

replacement  or  cancellation  and shall dispose of such canceled  Securities in
accordance  with its standard  procedures  or  otherwise  as the  Administrators
direct.  The  Administrators  may not issue new Securities to replace Securities
that have been paid or that have been delivered to the Institutional Trustee for
cancellation.

     SECTION 6.7.  Rights of Holders; Waivers of Past Defaults.

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

         (b) For so long as any Capital Securities remain outstanding,  if, upon
an  Indenture  Event  of  Default  under  Sections  5.01(c),  (e)  or (f) of the
Indenture,  the  Debenture  Trustee fails or the holders of not less than 25% in
principal amount of the outstanding  Debentures fail to declare the principal of
all of the Debentures to be immediately due and payable, the Holders of not less
than a Majority in liquidation amount of the Capital Securities then outstanding
shall  have the right to make such  declaration  by a notice in  writing  to the
Institutional Trustee, the Sponsor and the Debenture Trustee.

         (c) Upon an Indenture Event of Default under Sections  5.01(c),  (e) or
(f) at  any  time  after  a  declaration  of  acceleration  of  maturity  of the
Debentures  has been made and  before a judgment  or decree  for  payment of the
money  due has  been  obtained  by the  Debenture  Trustee  as  provided  in the
Indenture, if the Institutional Trustee, subject to the provisions hereof, fails
to annul any such  declaration  and waive such default,  the Holders of not less
than a Majority  in  liquidation  amount of the Capital  Securities,  by written
notice to the Institutional  Trustee, the Sponsor and the Debenture Trustee, may
rescind and annul such declaration and its consequences if:

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

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

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

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

                           (D)  all  sums  paid  or  advanced  by the  Debenture
                  Trustee under the Indenture and the  reasonable  compensation,
                  documented   expenses,



                                      -32-
<PAGE>

                  disbursements  and advances of the  Debenture  Trustee and the
                  Institutional Trustee, their agents and counsel; and

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

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

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

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



                                      -33-
<PAGE>

                                  ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

     SECTION 7.1.  Dissolution and Termination of Trust.

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

                  (i)  unless  earlier   dissolved,   on  August  4,  2040,  the
         expiration of the term of the Trust;

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

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

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

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

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

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

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

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


                                      -34-
<PAGE>

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

     SECTION 8.1.  General.

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

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

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

         (d) The Registrar shall provide for the  registration of Securities and
of transfers of Securities,  which will be effected without charge but only upon
payment (with such indemnity as the Registrar may require) in respect of any tax
or other  governmental  charges  that may be imposed  in  relation  to it.  Upon
surrender for  registration of transfer of any  Securities,  the Registrar shall
cause one or more new  Securities  to be  issued  in the name of the  designated
transferee or transferees. Any Security issued upon any registration of transfer
or exchange  pursuant to the terms of this  Declaration  shall evidence the same
Security and shall be entitled to the same benefits  under this  Declaration  as
the Security  surrendered upon such registration of transfer or exchange.  Every
Security  surrendered  for  registration  of transfer  shall be accompanied by a
written  instrument  of  transfer in form  satisfactory  to the  Registrar  duly
executed by the Holder or such  Holder's  attorney  duly  authorized in writing.
Each Security  surrendered for registration of transfer shall be canceled by the
Institutional  Trustee pursuant to Section 6.6. A transferee of a Security shall
be entitled to the rights and subject to the  obligations of a Holder  hereunder
upon the receipt by such transferee of a Security.  By acceptance of a Security,
each transferee shall be deemed to have agreed to be bound by this Declaration.

         (e) Neither the Trust nor the Registrar shall be required (i) to issue,
register the transfer of, or exchange any Securities  during a period  beginning
at the opening of business 15 days before the day of any selection of Securities
for redemption and ending at the close of



                                      -35-
<PAGE>

business on the earliest  date on which the  relevant  notice of  redemption  is
deemed to have been given to all Holders of the  Securities  to be redeemed,  or
(ii) to  register  the  transfer or  exchange  of any  Security so selected  for
redemption in whole or in part,  except the  unredeemed  portion of any Security
being redeemed in part.

     SECTION 8.2.  Transfer Procedures and Restrictions.

         (a) The Capital Securities shall bear the Restricted  Securities Legend
(as defined below),  which shall not be removed unless there is delivered to the
Trust  such  satisfactory  evidence,  which may  include  an  opinion of counsel
reasonably  acceptable to the Administrators and the Institutional  Trustee,  as
may be  reasonably  required  by the Trust or the  Institutional  Trustee,  that
neither  the legend nor the  restrictions  on  transfer  set forth  therein  are
required to ensure that  transfers  thereof  comply with the  provisions  of the
Securities Act or that such Securities are not  "restricted"  within the meaning
of Rule 144  under the  Securities  Act.  Upon  provision  of such  satisfactory
evidence,   the  Institutional   Trustee,   at  the  written  direction  of  the
Administrators,  shall  authenticate and deliver Capital  Securities that do not
bear the Restricted  Securities  Legend (other than the legend  contemplated  by
Section 8.2(d)).

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

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

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



                                      -36-
<PAGE>

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

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

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



                                      -37-
<PAGE>

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

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

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

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

         (f)  Neither  the  Institutional  Trustee  nor the  Registrar  shall be
responsible for ascertaining  whether any transfer  hereunder  complies with the
registration provisions of or any exemptions from the Securities Act, applicable
state securities laws or the applicable laws of any other  jurisdiction,  ERISA,
the Code or the Investment Company Act.



                                      -38-
<PAGE>

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

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

     SECTION 9.1. Liability.

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

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

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

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

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

     SECTION 9.2.  Exculpation.

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


                                      -39-
<PAGE>

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

         (c) It is expressly  understood  and agreed by the parties  hereto that
insofar as any document,  agreement or  certificate is executed on behalf of the
Trust by any Trustee (i) such document, agreement or certificate is executed and
delivered by such Trustee, not in its individual capacity, but solely as Trustee
under this Declaration in the exercise of the powers and authority conferred and
vested in it, (ii) each of the representations, undertakings and agreements made
on the  part  of  the  Trust  is  made  and  intended  not  as  representations,
warranties,  covenants,  undertakings  and  agreements  by  any  Trustee  in its
individual  capacity,  but is made and  intended for the purpose of binding only
the Trust and (iii) under no  circumstances  shall any Trustee in its individual
capacity be personally liable for the payment of any indebtedness or expenses of
the  Trust  or  be  liable  for  the  breach  or  failure  of  any   obligation,
representation,  warranty or covenant made or undertaken by the Trust under this
Declaration or any other document, agreement or certificate.

     SECTION 9.3.  Fiduciary Duty.

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

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

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

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


                                      -40-
<PAGE>

     SECTION 9.4.  Indemnification.

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

                  (ii)  The  Sponsor  shall  indemnify,  to the  fullest  extent
         permitted  by law, any  Indemnified  Person who was or is a party or is
         threatened to be made a party to any  threatened,  pending or completed
         action or suit by or in the right of the Trust to procure a judgment in
         its  favor  by  reason  of  the  fact  that  such  Person  is or was an
         Indemnified  Person against  expenses  (including  attorneys'  fees and
         expenses) actually and reasonably incurred by such Person in connection
         with the  defense or  settlement  of such action or suit if such Person
         acted in good faith and in a manner such Person reasonably  believed to
         be in or not opposed to the best interests of the Trust and except that
         no such indemnification shall be made in respect of any claim, issue or
         matter as to which such Indemnified  Person shall have been adjudged to
         be liable to the Trust, unless and only to the extent that the Court of
         Chancery  of  Delaware  or the court in which  such  action or suit was
         brought shall determine upon application that, despite the adjudication
         of liability  but in view of all the  circumstances  of the case,  such
         Person is fairly and reasonably entitled to indemnity for such expenses
         which such Court of Chancery or such other court shall deem proper.

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



                                      -41-
<PAGE>

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

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


                                      -42-
<PAGE>

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

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

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

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

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

         (g) The provisions of this Section 9.4 shall survive the termination of
this  Declaration  or the earlier  resignation  or removal of the  Institutional
Trustee. The obligations of the Sponsor under this Section 9.4 to compensate and
indemnify  the  Trustees and to pay or  reimburse  the  Trustees  for  expenses,
disbursements and advances shall constitute additional



                                      -43-
<PAGE>

indebtedness hereunder.  Such additional indebtedness shall be secured by a lien
prior to that of the Securities upon all property and funds held or collected by
the Trustees as such,  except funds held in trust for the benefit of the holders
of particular Capital  Securities,  provided,  that the Sponsor is the holder of
the Common Securities.

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

     SECTION 9.6. Compensation; Fee.

         (a) Subject to the  provisions  set forth in the Fee Agreement  between
the  Institutional  Trustee,  Cohen Bros. & Company and the Company of even date
herewith, the Sponsor agrees:

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

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

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

                                   ARTICLE X
                                   ACCOUNTING

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


                                      -44-
<PAGE>

     SECTION 10.2. Certain Accounting Matters.

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

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

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

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

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

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

     SECTION 10.4.  Withholding.  The Institutional  Trustee or any Paying Agent
and the  Administrators  shall comply with all  withholding  requirements  under
United States federal, state and local law. As a condition to the payment of any
principal  of or  interest  on any  Debt  Security  without  the  imposition  of
withholding tax, the Institutional Trustee or any Paying Agent shall require the
previous  delivery of properly  completed  and signed  applicable  U.S.  federal
income



                                      -45-
<PAGE>

tax  certifications  (generally,  an  Internal  Revenue  Service  Form  W-9  (or
applicable  successor  form) in the case of a person  that is a  "United  States
person"  within the  meaning of Section  7701(a)(30)  of the Code or an Internal
Revenue Service Form W-8 (or applicable  successor form) in the case of a person
that is not a "United States  person" within the meaning of Section  7701(a)(30)
of the  Code)  and  any  other  certification  acceptable  to it to  enable  the
Institutional  Trustee or any Paying  Agent and the Trustee to  determine  their
respective  duties and  liabilities  with respect to any taxes or other  charges
that they may be  required  to pay,  deduct or  withhold in respect of such Debt
Security or the holder of such Debt Security  under any present or future law or
regulation of the United States or any political  subdivision  thereof or taxing
authority  therein or to comply with any reporting or other  requirements  under
any such law or regulation.  The  Administrators  shall file required forms with
applicable  jurisdictions  and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Institutional Trustee or any
Paying Agent is required to withhold  and pay over any amounts to any  authority
with respect to distributions or allocations to any Holder,  the amount withheld
shall  be  deemed  to be a  Distribution  to the  Holder  in the  amount  of the
withholding.  In the  event of any  claimed  overwithholding,  Holders  shall be
limited to an action against the applicable jurisdiction. If the amount required
to  be  withheld  was  not  withheld  from  actual   Distributions   made,   the
Institutional Trustee or any Paying Agent may reduce subsequent Distributions by
the amount of such withholding.

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

     SECTION 11.1.Amendments.


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

                  (i) the Institutional Trustee,

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

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

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

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


                                      -46-
<PAGE>

                  (i) unless the Institutional Trustee shall have first received

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

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

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

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

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

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

                           (D) cause the Debenture  Issuer to be unable to treat
                  an  amount  equal to the  Liquidation  Amount  of the  Capital
                  Securities  as "Tier 1 Capital"  for  purposes  of the capital
                  adequacy  guidelines  of (x) the Federal  Reserve  (or, if the
                  Debenture  Issuer  is  not  a  bank  holding   company,   such
                  guidelines or policies  applied to the Debenture  Issuer as if
                  the  Debenture  Issuer  were  subject  to such  guidelines  of
                  policies)  or of (y) any  other  regulatory  authority  having
                  jurisdiction over the Debenture Issuer.

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

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

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

                                      -47-
<PAGE>

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

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

                  (i) cure any ambiguity;

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

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

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

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

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

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


                                      -48-
<PAGE>

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

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

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

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


                                      -49-
<PAGE>

                                  ARTICLE XII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

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

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

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

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

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

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

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

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

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


                                      -50-
<PAGE>

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

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

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

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

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

                                  ARTICLE XIII
                                  MISCELLANEOUS

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

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

                           FMB 2005 Capital Trust I
                           c/o FMB Equibanc, Inc.
                           201 North Main Street
                           Statesboro, Georgia 30458
                           Attention: Dwayne E. Rocker
                           Telecopy: (912) 489-9864
                           Telephone: (912) 489-2600

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

                                      -51-
<PAGE>

                           Chase Bank USA, National Association
                           500 Stanton Christiana Rd., FL3/OPS4
                           Newark, DE 19713
                           Attn: Worldwide Securities Services
                           Telecopy: 302-552-6280
                           Telephone: 302-552-6279

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

                           JPMorgan Chase Bank, National Association
                           600 Travis Street, 50th Floor
                           Houston, TX 77002
                           Attention:  Worldwide Securities Services
                           FMB 2005 Capital Trust I
                           Telecopy: 713-216-2101
                           Telephone: 713-216-4781

         (d) if given to the Holder of the  Common  Securities,  at the  mailing
address of the Sponsor  set forth below (or such other  address as the Holder of
the Common Securities may give notice of to the Trust):

                           FMB Equibanc, Inc.
                           201 North Main Street
                           Statesboro, Georgia 30458
                           Attention: Dwayne E. Rocker
                           Telecopy: (912) 489-9864
                           Telephone: (912) 489-2600

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

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

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


                                      -52-
<PAGE>

     SECTION 13.3. Submission to Jurisdiction.

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

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

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

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

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

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

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


                                      -53-
<PAGE>

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








                                      -54-
<PAGE>


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

                                       CHASE BANK USA,    NATIONAL ASSOCIATION,
                                          as Delaware Trustee


                                       By: /s/ Sarika M. Sheth
                                          --------------------------------------
                                           Name: Sarika M. Sheth
                                                --------------------------------

                                           Title:  Trust Officer
                                                 -------------------------------

                                       JPMORGAN CHASE BANK,
                                          NATIONAL ASSOCIATION,
                                          as Institutional Trustee


                                       By: /s/ Shelly A. Sterling
                                          --------------------------------------
                                           Name: Shelly A. Sterling
                                                --------------------------------

                                           Title: Vice President
                                                 -------------------------------

                                       FMB Equibanc, Inc.,
                                           as Sponsor


                                       By:  /s/ Charles R. Nessmith
                                          --------------------------------------
                                           Name: Charles R. Nessmith
                                                --------------------------------

                                           Title: President & CEO
                                                 -------------------------------


                                       By: /s/ Charles R. Nessmith
                                          --------------------------------------
                                           Administrator


                                       By: /s/ Dwayne E. Rocker
                                          --------------------------------------
                                           Administrator


                                      -55-
<PAGE>

                                     ANNEX I

                                    TERMS OF
                             CAPITAL SECURITIES AND
                                COMMON SECURITIES

         Pursuant  to Section 6.1 of the Amended  and  Restated  Declaration  of
Trust,  dated  as of  August  4,  2005  (as  amended  from  time  to  time,  the
"Declaration"), the designation, rights, privileges,  restrictions,  preferences
and  other  terms  and  provisions  of the  Capital  Securities  and the  Common
Securities are set out below (each  capitalized term used but not defined herein
has the meaning set forth in the Declaration):

         1.       Designation and Number.

         (a) Capital  Securities.  4,000 Capital  Securities of FMB 2005 Capital
Trust I (the "Trust"),  with an aggregate stated liquidation amount with respect
to the assets of the Trust of Four  Million  Dollars  ($4,000,000)  and a stated
liquidation amount with respect to the assets of the Trust of $1,000 per Capital
Security,  are hereby designated for the purposes of identification  only as the
"TP Securities" (the "Capital  Securities").  The Capital Security  Certificates
evidencing the Capital  Securities shall be substantially in the form of Exhibit
A-1 to the  Declaration,  with such changes and  additions  thereto or deletions
therefrom as may be required by ordinary usage, custom or practice or to conform
to the rules of any stock  exchange on which the Capital  Securities are listed,
if any.

         (b) Common Securities.  124 Common Securities of the Trust (the "Common
Securities") will be evidenced by Common Security Certificates  substantially in
the form of Exhibit A-2 to the  Declaration,  with such  changes  and  additions
thereto or deletions  therefrom as may be required by ordinary usage,  custom or
practice. In the absence of an Event of Default, the Common Securities will have
an aggregate stated  liquidation  amount with respect to the assets of the Trust
of One Hundred Twenty Four Thousand Dollars  ($124,000) and a stated liquidation
amount with respect to the assets of the Trust of $1,000 per Common Security.

         2.       Distributions.

         (a)  Distributions  payable on each Security will be payable at a fixed
rate of 6.09% (the "Fixed  Rate") per annum from August 4, 2005 until  September
15, 2010 (the "Fixed Rate  Period") and  thereafter at a variable per annum rate
of  interest,  reset  quarterly,  equal to  LIBOR,  as  determined  on the LIBOR
Determination  Date  for such  Distribution  Payment  Period,  plus  1.57%  (the
"Variable  Rate" and  together  with the Fixed Rate,  the "Coupon  Rate") of the
stated liquidation amount of $1,000 per Security  (provided,  however,  that the
Coupon Rate for any Distribution  Payment Period may not exceed the highest rate
permitted  by New York law, as the same may be modified by United  States law of
general  applicability),  such Coupon Rate being the rate of interest payable on
the  Debentures  to be held by the  Institutional  Trustee.  Except as set forth
below in respect of an Extension Period,  Distributions in arrears for more than
one quarterly  period will bear  interest  thereon  compounded  quarterly at the
applicable  Coupon Rate for each such quarterly  period (to the extent permitted
by  applicable  law).  The term  "Distributions"  as used herein  includes  cash
distributions,  any such compounded  distributions



                                     A-I-1
<PAGE>

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

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

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

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


                                     A-I-2
<PAGE>

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

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

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

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

         (e)  Distributions  on the Securities  will be cumulative,  will accrue
from the date of original issuance, and will be payable, subject to extension of
Distribution payment periods as described herein,  quarterly in arrears on March
15, June 15, September 15 and December 15 of each year, commencing September 15,
2005 (each,  a  "Distribution  Payment  Date").  Subject to prior  submission of
Notice  (as  defined  in the  Indenture),  and so long as no  Event  of  Default
pursuant to  paragraphs  (c),  (e) or (f) of Section 5.01 of the  Indenture  has
occurred  and is  continuing  the  Debenture  Issuer  has the  right  under  the
Indenture  to defer  payments of interest on the  Debentures  by  extending  the
interest  distribution period for up to 20 consecutive  quarterly periods (each,
an  "Extension  Period")  at any time and from  time to time on the  Debentures,
subject to the conditions  described  below,  during which  Extension  Period no
interest shall be due



                                     A-I-3
<PAGE>

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


                                     A-I-4
<PAGE>


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

         (f)  Distributions  on the  Securities  will be payable to the  Holders
thereof as they appear on the books and records of the Registrar on the relevant
record dates. The relevant record dates shall be selected by the Administrators,
which dates  shall be 15 days before the  relevant  Distribution  Payment  Date.
Distributions  payable on any  Securities  that are not  punctually  paid on any
Distribution  Payment Date, as a result of the Debenture Issuer having failed to
make a payment under the  Debentures,  as the case may be, when due (taking into
account any Extension  Period),  will cease to be payable to the Person in whose
name such  Securities  are  registered  on the relevant  record  date,  and such
defaulted  Distribution will instead be payable to the Person in whose name such
Securities  are  registered on the special  record date or other  specified date
determined in accordance  with the  Indenture.  Notwithstanding  anything to the
contrary  contained herein, if any Distribution  Payment Date, other than on the
Maturity Date, any Redemption Date or the Special  Redemption  Date,  falls on a
day that is not a Business Day, then any Distributions  payable will be paid on,
and such  Distribution  Payment  Date  will be  moved  to,  the next  succeeding
Business Day, and  additional  Distributions  will accrue for each day that such
payment is delayed as a result  thereof.  If the Maturity  Date,  any Redemption
Date or the Special  Redemption  Date falls on a day that is not a Business Day,
then the principal,  premium, if any, and/or Distributions  payable on such date
will  be  paid  on  the  next   succeeding   Business  Day,  and  no  additional
Distributions  will  accrue  in  respect  of such  payment  made  on  such  next
succeeding Business Day.

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

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



                                     A-I-5
<PAGE>

         The  Sponsor,  as the Holder of all of the Common  Securities,  has the
right at any time to, upon receipt of an opinion of  nationally  recognized  tax
counsel  that  Holders  will not  recognize  any gain or loss for United  States
federal income tax purposes as a result of the distribution Debentures, dissolve
the Trust (including  without  limitation upon the occurrence of a Tax Event, an
Investment  Company Event or a Capital Treatment Event),  subject to the receipt
by the Debenture  Issuer of prior approval from any regulatory  authority having
jurisdiction  over the Sponsor that is primarily  responsible for regulating the
activities  of the Sponsor if such approval is then  required  under  applicable
capital  guidelines  or  policies  of  such  regulatory  authority,  and,  after
satisfaction  of liabilities to creditors of the Trust,  cause the Debentures to
be  distributed  to the  Holders  of  the  Securities  on a Pro  Rata  basis  in
accordance with the aggregate stated liquidation amount thereof.

         The Trust  shall  dissolve on the first to occur of (i) August 4, 2040,
the expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to
the Sponsor,  the Trust or the Debenture Issuer, (iii) (other than in connection
with a merger,  consolidation  or  similar  transaction  not  prohibited  by the
Indenture,  this Declaration or the Guarantee, as the case may be) the filing of
a certificate of  dissolution  or its equivalent  with respect to the Sponsor or
upon the  revocation of the charter of the Sponsor and the expiration of 90 days
after  the  date  of  revocation  without  a  reinstatement  thereof,  (iv)  the
distribution to the Holders of the Securities of the  Debentures,  upon exercise
of the  right of the  Holder  of all of the  outstanding  Common  Securities  to
dissolve the Trust as described  above,  (v) the entry of a decree of a judicial
dissolution  of the  Sponsor  or the Trust,  or (vi) when all of the  Securities
shall have been called for redemption  and the amounts  necessary for redemption
thereof shall have been paid to the Holders in accordance  with the terms of the
Securities.  As soon as practicable  after the dissolution of the Trust and upon
completion of the winding up of the Trust,  the Trust shall  terminate  upon the
filing of a certificate of cancellation with the Secretary of State of the State
of Delaware.

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

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


                                     A-I-6
<PAGE>

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

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

         4.       Redemption and Distribution.

         (a) The  Debentures  will mature on September 15, 2035.  The Debentures
may be redeemed by the Debenture  Issuer,  in whole or in part, on any March 15,
June 15,  September  15 or  December  15 on or after  September  15, 2010 at the
Redemption Price, upon not less than 30 nor more than 60 days' notice to Holders
of such Debentures.  In addition,  upon the occurrence and continuation of a Tax
Event, an Investment  Company Event or a Capital Treatment Event, the Debentures
may be redeemed by the Debenture  Issuer in whole or in part, at any time within
90 days following the occurrence of such Tax Event,  Investment Company Event or
Capital Treatment Event, as the case may be (the "Special  Redemption Date"), at
the  Special  Redemption  Price,  upon not less  than 30 nor more  than 60 days'
notice  to  Holders  of the  Debentures  so long as such Tax  Event,  Investment
Company Event or Capital Treatment Event, as the case may be, is continuing.  In
each case, the right of the Debenture Issuer to redeem the Debentures is subject
to the  Debenture  Issuer having  received  prior  approval from any  regulatory
authority having  jurisdiction  over the Debenture  Issuer,  if such approval is
then required under applicable capital guidelines or policies of such regulatory
authority.

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



                                     A-I-7
<PAGE>

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

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

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

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

                                     A-I-8
<PAGE>

         "Special Redemption Price" means, with respect to the redemption of any
Debt Security  following a Special Event, an amount in cash equal to 100% of the
principal  amount of Debt  Securities to be redeemed plus, in each case,  unpaid
interest accrued thereon to the Special Redemption Date.

         "Redemption  Date" means the date fixed for the  redemption  of Capital
Securities, which shall be any March 15, June 15, September 15 or December 15 on
or after September 15, 2010.

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

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

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

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

         (e) Redemption or Distribution Procedures.

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

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


                                     A-I-9
<PAGE>

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

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

                  (v) Subject to the foregoing and  applicable  law  (including,
         without  limitation,   United  States  federal  securities  laws),  and
         provided,  that the acquiror is



                                     A-I-10
<PAGE>

         not the  Holder  of the  Common  Securities  or the  obligor  under the
         Indenture,  the Sponsor or any of its  subsidiaries  may at anytime and
         from time to time purchase outstanding Capital Securities by tender, in
         the open market or by private agreement.

         5.       Voting Rights - Capital Securities.

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

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



                                     A-I-11
<PAGE>

principal of or interest on any of the Debentures.  Such notice shall state that
such Indenture Event of Default also constitutes an Event of Default  hereunder.
Except with  respect to  directing  the time,  method and place of  conducting a
proceeding  for a remedy,  the  Institutional  Trustee shall not take any of the
actions  described in clause (i),  (ii) or (iii) above unless the  Institutional
Trustee has obtained an opinion of tax counsel to the effect  that,  as a result
of such action,  the Trust will not be  classified as other than a grantor trust
for United States federal income tax purposes.

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

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

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

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



                                     A-I-12
<PAGE>

fully described in the Declaration, Holders of Capital Securities have the right
to vote to appoint, remove or replace the Institutional Trustee and the Delaware
Trustee.

         6.       Voting Rights - Common Securities.

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

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

         (c) Subject to Section 6.7 of the Declaration and only after each Event
of Default  (if any) with  respect to the  Capital  Securities  has been  cured,
waived or otherwise  eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common  Securities,  voting  separately as a class,  may direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including (i) directing the time,
method,  place of  conducting  any  proceeding  for any remedy  available to the
Debenture  Trustee,  or exercising any trust or power conferred on the Debenture
Trustee  with respect to the  Debentures,  (ii) waiving any past default and its
consequences  that are waivable  under the  Indenture,  or (iii)  exercising any
right to rescind or annul a declaration that the principal of all the Debentures
shall be due and payable,  provided,  however,  that,  where a consent or action
under the Indenture would require a Super Majority,  the  Institutional  Trustee
may only give such  consent or take such action at the written  direction of the
Holders  of not less than the  proportion  in  liquidation  amount of the Common
Securities  which  the  relevant  Super  Majority  represents  of the  aggregate
principal  amount of the Debentures  outstanding.  Notwithstanding  this Section
6(c),  the  Institutional   Trustee  shall  not  revoke  any  action  previously
authorized  or  approved  by a vote or  consent of the  Holders  of the  Capital
Securities.  Other than with respect to directing the time,  method and place of
conducting any proceeding for any remedy available to the Institutional  Trustee
or the Debenture Trustee as set forth above, the Institutional Trustee shall not
take any  action  described  in clause  (i),  (ii) or (iii)  above,  unless  the
Institutional  Trustee has obtained an opinion of tax counsel to the effect that
for the  purposes  of United  States  federal  income  tax the Trust will not be
classified  as other  than a grantor  trust on account  of such  action.  If the
Institutional Trustee fails to enforce its rights under the Declaration,  to the
fullest  extent  permitted  by law  any  Holder  of the  Common  Securities  may
institute  a legal  proceeding  directly  against  any  Person  to  enforce  the
Institutional Trustee's rights under the Declaration,  without first instituting
a legal proceeding against the Institutional Trustee or any other Person.

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



                                     A-I-13
<PAGE>

action  is to be  taken,  (ii) a  description  of any  resolution  proposed  for
adoption at such  meeting on which such  Holders are entitled to vote or of such
matter  upon which  written  consent is sought  and (iii)  instructions  for the
delivery of proxies or consents.

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

         7.       Amendments to Declaration and Indenture.

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

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

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

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


                                     A-I-14
<PAGE>

every Holder of the Capital  Securities  shall be entitled to such relief as can
be given either at law or equity.

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

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

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

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

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


                                     A-I-15
<PAGE>

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE  DEBENTURE  ISSUER OR THE TRUST,  (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES  ACT ("RULE  144A") TO A PERSON THE HOLDER  REASONABLY  BELIEVES IS A
"QUALIFIED  INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A "NON
U.S.  PERSON" IN AN "OFFSHORE  TRANSACTION"  PURSUANT TO  REGULATION S UNDER THE
SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
OF  THE  SECURITIES  ACT TO AN  "ACCREDITED  INVESTOR"  WITHIN  THE  MEANING  OF
SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING  THE  SECURITY  FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH AN
"ACCREDITED  INVESTOR," FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (E)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  DEBENTURE
ISSUER'S  AND THE  TRUST'S  RIGHT  PRIOR TO ANY  SUCH  OFFER,  SALE OR  TRANSFER
PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION  AND/OR  OTHER  INFORMATION   SATISFACTORY  TO  EACH  OF  THEM  IN
ACCORDANCE  WITH THE AMENDED AND RESTATED  DECLARATION OF TRUST, A COPY OF WHICH
MAY BE  OBTAINED  FROM THE  DEBENTURE  ISSUER OR THE  TRUST.  THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

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

         THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,



                                     A-1-1
<PAGE>

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

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

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


                                     A-1-2
<PAGE>

Certificate Number      [P-001]           Number of Capital Securities:  4,000

                    Certificate Evidencing Capital Securities

                                       of

                            FMB 2005 Capital Trust I

                                  TP Securities

                (liquidation amount $1,000 per Capital Security)

         FMB 2005 Capital  Trust I, a statutory  trust created under the laws of
the State of Delaware  (the  "Trust"),  hereby  certifies  that  Merrill  Lynch,
Pierce,  Fenner & Smith Incorporated (the "Holder"),  is the registered owner of
4,000  capital  securities  of  the  Trust  representing   undivided  beneficial
interests in the assets of the Trust,  designated the TP Securities (liquidation
amount $1,000 per Capital Security) (the "Capital  Securities").  Subject to the
Declaration (as defined below),  the Capital  Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this Certificate duly endorsed and in proper form for transfer. The
Capital   Securities   represented  hereby  are  issued  pursuant  to,  and  the
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions  of the Capital  Securities  shall in all respects be subject to, the
provisions of the Amended and Restated  Declaration of Trust of the Trust, dated
as of August 4,  2005,  among  Charles R.  Nessmith  and  Dwayne E.  Rocker,  as
Administrators,  Chase Bank USA,  National  Association,  as  Delaware  Trustee,
JPMorgan  Chase  Bank,  National  Association,  as  Institutional  Trustee,  FMB
Equibanc,  Inc.,  as  Sponsor,  and the holders  from time to time of  undivided
beneficial  interests in the assets of the Trust,  including the  designation of
the terms of the Capital  Securities as set forth in Annex I to the Declaration,
as the same may be amended  from time to time (the  "Declaration").  Capitalized
terms used  herein but not  defined  shall  have the  meaning  given them in the
Declaration.  The Holder is entitled to the  benefits  of the  Guarantee  to the
extent provided therein. The Sponsor will provide a copy of the Declaration, the
Guarantee,  and the Indenture to the Holder without charge upon written  request
to the Sponsor at its principal place of business.

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

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

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



                                     A-1-3
<PAGE>

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

                                    FMB 2005 Capital Trust I


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

                                        Name:
                                             -------------------------

                                        Title:  Administrator

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


                          CERTIFICATE OF AUTHENTICATION

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


                                    JPMORGAN CHASE BANK,  NATIONAL  ASSOCIATION,
                                    not in its individual capacity but solely as
                                    Institutional Trustee


                                    By:
                                       -----------------------------------------
                                    Authorized Signatory

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


                                     A-1-4
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

         Distributions  payable on each  Capital  Security  will be payable at a
fixed rate of 6.09%  (the  "Fixed  Rate")  per annum  from  August 4, 2005 until
September  15, 2010 (the "Fixed Rate  Period") and  thereafter at a variable per
annum  rate of  interest,  reset  quarterly,  equal to LIBOR (as  defined in the
Declaration)  plus 1.57% (the "Variable  Rate" and together with the Fixed Rate,
the  "Coupon  Rate") of the  stated  liquidation  amount of $1,000  per  Capital
Security (provided,  however,  that the Coupon Rate for any Distribution Payment
Period may not exceed the highest  rate  permitted  by New York law, as the same
may be modified by United States law of general applicability), such Coupon Rate
being  the  rate  of  interest  payable  on the  Debentures  to be  held  by the
Institutional  Trustee.  Distributions  in arrears  for more than one  quarterly
period will bear interest  thereon  compounded  quarterly at the then applicable
Coupon  Rate  for  each  such  quarterly  period  (to the  extent  permitted  by
applicable  law).  The  term   "Distributions"  as  used  herein  includes  cash
distributions,  any such compounded  distributions  and any Additional  Interest
payable on the Debentures  unless  otherwise  stated.  A Distribution is payable
only to the extent that payments are made in respect of the  Debentures  held by
the Institutional  Trustee and to the extent the Institutional Trustee has funds
legally  available  in the  Property  Account  therefor.  During  the Fixed Rate
Period, the amount of Distributions  payable for any Distribution Payment Period
will be computed for any full quarterly Distribution Payment Period on the basis
of a 360-day year of twelve 30-day months and the amount payable for any partial
period shall be computed on the basis of the number of days elapsed in a 360-day
year of  twelve  30-day  months.  Upon  expiration  of the  Fixed  Rate  Period,
distributions  will be  computed  on the basis of a 360-day  year and the actual
number of days elapsed in the relevant Distribution Payment Period.

         Except as  otherwise  described  below,  Distributions  on the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December  15  of  each  year,   commencing  on  September  15,  2005  (each,   a
"Distribution Payment Date"). Upon submission of Notice, and so long as no Event
of  Default  pursuant  to  paragraphs  (c),  (e) or (f) of  Section  5.01 of the
Indenture  has occurred and is  continuing  the  Debenture  Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending
the interest  distribution  period for up to 20  consecutive  quarterly  periods
(each,  an  "Extension  Period")  at any  time  and  from  time  to  time on the
Debentures,  subject to the conditions  described below,  during which Extension
Period no interest shall be due and payable (except any Additional Interest that
may be due and payable).  During any Extension Period, interest will continue to
accrue on the  Debentures,  and interest on such accrued  interest (such accrued
interest and interest  thereon  referred to herein as "Deferred  Interest") will
accrue at an  annual  rate  equal to the  Coupon  Rate in  effect  for each such
Extension  Period,  compounded  quarterly  from the date such Deferred  Interest
would have been  payable  were it not for the  Extension  Period,  to the extent
permitted  by  law.  No  Extension  Period  may  end  on a  date  other  than  a
Distribution  Payment  Date.  At the  end  of any  such  Extension  Period,  the
Debenture Issuer shall pay all Deferred  Interest then accrued and unpaid on the
Debentures;  provided,  however,  that no Extension Period may extend beyond the
Maturity Date. Prior to the termination of any Extension  Period,  the Debenture
Issuer may further extend such period;  provided, that such period together with
all such previous and further consecutive extensions thereof shall not exceed 20
consecutive  quarterly periods,  or extend beyond the Maturity Date,  Redemption
Date (to the extent  redeemed) or Special  Redemption Date. Upon the



                                     A-1-5
<PAGE>

termination  of any  Extension  Period  and upon  the  payment  of all  Deferred
Interest,  the Debenture Issuer may commence a new Extension Period,  subject to
the  foregoing  requirements.  No  interest  or  Deferred  Interest  (except any
Additional  Amounts that may be due and payable) shall be due and payable during
an Extension  Period,  except at the end thereof,  but Deferred  Interest  shall
accrue upon each  installment of interest that would otherwise have been due and
payable  during  such  Extension  Period  until  such  installment  is paid.  If
Distributions are deferred, the Distributions due shall be paid on the date that
the related  Extension  Period  terminates to Holders of the  Securities as they
appear on the books and  records  of the Trust on the  record  date  immediately
preceding such date.  Distributions  on the Securities must be paid on the dates
payable  (after giving  effect to any  Extension  Period) to the extent that the
Trust has funds legally  available for the payment of such  distributions in the
Property  Account of the Trust.  The Trust's funds available for Distribution to
the  Holders of the  Securities  will be limited to payments  received  from the
Debenture  Issuer.  The payment of Distributions out of moneys held by the Trust
is guaranteed by the Guarantor pursuant to the Guarantee.

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


                                     A-1-6
<PAGE>

                                   ASSIGNMENT

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

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

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

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

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

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

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

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

(Insert address and zip code of assignee),

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

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

                           Signature:
                                     ----------------------------------

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

                           Signature Guarantee:(1)
                                                  ------------------------------



                                     A-1-7
<PAGE>


                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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












                                     A-2-1
<PAGE>

Certificate Number         [C-001]          Number of Common Securities:  124

                    Certificate Evidencing Common Securities
                                       of
                            FMB 2005 Capital Trust I

         FMB 2005 Capital  Trust I, a statutory  trust created under the laws of
the State of Delaware (the "Trust"),  hereby  certifies that FMB Equibanc,  Inc.
(the  "Holder") is the  registered  owner of 124 common  securities of the Trust
representing   undivided  beneficial  interests  in  the  assets  of  the  Trust
(liquidation amount $1,000 per Common Security) (the "Common  Securities").  The
Common   Securities   represented   hereby  are  issued  pursuant  to,  and  the
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions  of the Common  Securities  shall in all  respects be subject to, the
provisions of the Amended and Restated  Declaration of Trust of the Trust, dated
as of August 4,  2005,  among  Charles R.  Nessmith  and  Dwayne E.  Rocker,  as
Administrators,  Chase Bank USA,  National  Association,  as  Delaware  Trustee,
JPMorgan Chase Bank, National Association, as Institutional Trustee, the Holder,
as Sponsor,  and the holders from time to time of undivided beneficial interests
in the assets of the Trust, including the designation of the terms of the Common
Securities  as set  forth  in  Annex I to the  Declaration,  as the  same may be
amended from time to time (the "Declaration"). Capitalized terms used herein but
not defined  shall have the meaning given them in the  Declaration.  The Sponsor
will provide a copy of the  Declaration  and the Indenture to the Holder without
charge upon written request to the Sponsor at its principal place of business.

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

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

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

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





                                     A-2-2
<PAGE>


         IN WITNESS WHEREOF,  the Trust has executed this certificate  August 4,
2005.

                                            FMB 2005 Capital Trust I


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

                                                Title:  Administrator


                                     A-2-3
<PAGE>



                          [FORM OF REVERSE OF SECURITY]

         Distributions  payable  on each  Common  Security  will be payable at a
fixed rate of 6.09%  (the  "Fixed  Rate")  per annum  from  August 4, 2005 until
September  15, 2010 (the "Fixed Rate  Period") and  thereafter at a variable per
annum  rate of  interest,  reset  quarterly,  equal to LIBOR (as  defined in the
Declaration)  plus 1.57% (the "Variable  Rate" and together with the Fixed Rate,
the  "Coupon  Rate") of the  stated  liquidation  amount of $1,000  per  Capital
Security (provided,  however,  that the Coupon Rate for any Distribution Payment
Period may not exceed the highest  rate  permitted  by New York law, as the same
may be modified by United States law of general applicability), such Coupon Rate
being  the  rate  of  interest  payable  on the  Debentures  to be  held  by the
Institutional  Trustee.  Distributions  in arrears  for more than one  quarterly
period will bear interest  thereon  compounded  quarterly at the then applicable
Coupon  Rate  for  each  such  quarterly  period  (to the  extent  permitted  by
applicable  law).  The  term   "Distributions"  as  used  herein  includes  cash
distributions,  any such compounded  distributions  and any Additional  Interest
payable on the Debentures  unless  otherwise  stated.  A Distribution is payable
only to the extent that payments are made in respect of the  Debentures  held by
the Institutional  Trustee and to the extent the Institutional Trustee has funds
legally  available  in the  Property  Account  therefor.  During  the Fixed Rate
Period, the amount of Distributions  payable for any period will be computed for
any full quarterly  Distribution period on the basis of a 360-day year of twelve
30-day months and the amount payable for any partial period shall be computed on
the basis of the  number of days  elapsed  in a  360-day  year of twelve  30-day
months. Upon expiration of the Fixed Rate Period,  distribution will be computed
on the basis of a 360-day  year and the  actual  number of days  elapsed  in the
relevant Distribution Payment Period.

         Except  as  otherwise  described  below,  Distributions  on the  Common
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December  15  of  each  year,   commencing  on  September  15,  2005  (each,   a
"Distribution Payment Date"). Upon submission of Notice, and so long as no Event
of  Default  pursuant  to  paragraphs  (c),  (e) or (f) of  Section  5.01 of the
Indenture  has occurred and is  continuing  the  Debenture  Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending
the interest  distribution  period for up to 20  consecutive  quarterly  periods
(each,  an  "Extension  Period")  at any  time  and  from  time  to  time on the
Debentures,  subject to the conditions  described below,  during which Extension
Period no interest shall be due and payable (except any Additional Interest that
may be due and payable).  During any Extension Period, interest will continue to
accrue on the  Debentures,  and interest on such accrued  interest (such accrued
interest and interest  thereon  referred to herein as "Deferred  Interest") will
accrue at an  annual  rate  equal to the  Coupon  Rate in  effect  for each such
Extension  Period,  compounded  quarterly  from the date such Deferred  Interest
would have been  payable  were it not for the  Extension  Period,  to the extent
permitted  by  law.  No  Extension  Period  may  end  on a  date  other  than  a
Distribution  Payment  Date.  At the  end  of any  such  Extension  Period,  the
Debenture Issuer shall pay all Deferred  Interest then accrued and unpaid on the
Debentures;  provided,  however,  that no Extension Period may extend beyond the
Maturity Date,  Redemption Date (to the extent  redeemed) or Special  Redemption
Date. Prior to the termination of any Extension Period, the Debenture Issuer may
further extend such period,  provided,  that such period  together with all such
previous  and  further  consecutive  extensions  thereof  shall  not  exceed  20
consecutive  quarterly periods,  or extend beyond the Maturity Date,  Redemption
Date (to the extent redeemed),  or Special Redemption Date. Upon the termination
of any  Extension



                                     A-2-4
<PAGE>

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

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

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



                                     A-2-5
<PAGE>

                                   ASSIGNMENT

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

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

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

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

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

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

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

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


(Insert address and zip code of assignee),

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

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

                  Signature:
                            ----------------------------------

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

                  Signature Guarantee:(2) _________________





----------

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

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


                                     A-2-6