<PAGE>
                  =============================================





                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                             VALLEY CAPITAL TRUST II

                          Dated as of NOVEMBER 28, 2001





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




<PAGE>


                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

<TABLE>
<S>               <C>                                                                    <C>
Section 1.1.      Definitions...............................................................2

                                   ARTICLE II
                                  ORGANIZATION

Section 2.1.      Name......................................................................9

Section 2.2.      Office....................................................................9

Section 2.3.      Purpose...................................................................9

Section 2.4.      Authority.................................................................9

Section 2.5.      Title to Property of the Trust...........................................10

Section 2.6.      Powers and Duties of the Trustees and the Administrators.................10

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

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

Section 2.9.      Certain Duties and Responsibilities of the Trustees and
                  Administrators...........................................................17

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

Section 2.11.     Delaware Trustee.........................................................21

Section 2.12.     Execution of Documents...................................................21

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

Section 2.14.     Duration of Trust........................................................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

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

Section 4.1.      Number of Trustees.......................................................24

Section 4.2.      Delaware Trustee.........................................................24

Section 4.3.      Institutional Trustee; Eligibility.......................................24

Section 4.4.      Certain Qualifications of the Delaware Trustee Generally.................25

Section 4.5.      Administrators...........................................................25

Section 4.6.      Initial Delaware Trustee.................................................25

Section 4.7.      Appointment, Removal and Resignation of Trustees and Administrators......25
</TABLE>


                                        i
<PAGE>

<TABLE>
<S>               <C>                                                                    <C>
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.     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

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..................................................37

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

Section 9.1.      Liability................................................................38

Section 9.2.      Exculpation..............................................................38

Section 9.3.      Fiduciary Duty...........................................................39

Section 9.4.      Indemnification..........................................................39

Section 9.5.      Outside Businesses.......................................................42

Section 9.6.      Compensation; Fee........................................................42
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>               <C>                                                                    <C>
                                    ARTICLE X
                                   ACCOUNTING

Section 10.1.     Fiscal Year..............................................................43

Section 10.2.     Certain Accounting Matters...............................................43

Section 10.3.     Banking..................................................................44

Section 10.4.     Withholding..............................................................44

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

Section 11.1.     Amendments...............................................................44

Section 11.2.     Meetings of the Holders of Securities; Action by Written Consent.........46

                                   ARTICLE XII
          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

Section 12.1.     Representations and Warranties of Institutional Trustee..................47

Section 12.2.     Representations and Warranties of Delaware Trustee.......................48

                                  ARTICLE XIII
                                  MISCELLANEOUS

Section 13.1.     Notices..................................................................49

Section 13.2.     Governing Law............................................................50

Section 13.3.     Submission to Jurisdiction...............................................50

Section 13.4.     Intention of the Parties.................................................51

Section 13.5.     Headings.................................................................51

Section 13.6.     Successors and Assigns...................................................51

Section 13.7.     Partial Enforceability...................................................51

Section 13.8.     Counterparts.............................................................51
</TABLE>



ANNEXES AND EXHIBITS

ANNEX I      Terms of Floating Rate MMCapS(SM)

EXHIBIT A-1  Form of Capital Securities Certificate

EXHIBIT A-2  Form of Common Security Certificate

EXHIBIT B    Form of Transferee Certificate to be Executed by Transferees Other
             than QIBs

EXHIBIT C    Form of Transferee Certificate to be Executed for QIBs

                                      iii
<PAGE>







                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                             VALLEY CAPITAL TRUST II

                                NOVEMBER 28, 2001

               AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration")
dated and effective as of November 28, 2001, by the Trustees (as defined
herein), the Administrators (as defined herein), the Sponsor (as defined herein)
and the holders, from time to time, of undivided beneficial interests in the
assets of the Trust (as defined herein) to be issued pursuant to this
Declaration;

               WHEREAS, certain of the Trustees, the Administrators and the
Sponsor established Valley Capital Trust II (the "Trust"), a statutory business
trust under the Business Trust Act (as defined herein) pursuant to a Declaration
of Trust dated as of November 7, 2001 (the "Original Declaration"), and a
Certificate of Trust filed with the Secretary of State of the State of Delaware
on November 9, 2001, for the sole purpose of issuing and selling certain
securities representing undivided beneficial interests in the assets of the
Trust and investing the proceeds thereof in certain debentures of the Debenture
Issuer (as defined herein) in connection with the MM Community Funding II, Ltd
transaction;

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

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

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


<PAGE>

                                    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;

               (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 Harry G. Gooding, III, Dennis Kern
and Richard Foss, solely in such Person's capacity as Administrator of the Trust
created and continued hereunder and not in such Person's individual capacity, or
such Administrator's successor in interest in such capacity, or any successor
appointed as herein provided.

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

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

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

               (a) a court having jurisdiction in the premises enters a decree
or order for relief in respect of such Person in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoints a receiver, liquidator,


                                       2
<PAGE>

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.

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

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

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

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

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

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

               "Certificate" means any certificate evidencing Securities.

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

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

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

               "Commission" means the Securities and Exchange Commission.

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

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


                                       3
<PAGE>

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

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

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

               "Corporate Trust Office" means the office of the Institutional
Trustee at which the corporate trust business of the Institutional Trustee
shall, at any particular time, be principally administered, which office shall
at all times be located in the United States and at the date of execution of
this Declaration is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.

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

               "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 VIB Corp., a bank holding company
incorporated in California, in its capacity as issuer of the Debentures under
the Indenture.

               "Debenture Trustee" means Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as trustee under
the Indenture until a successor is appointed thereunder, and thereafter means
such successor trustee.

               "Debentures" means the Floating Rate Junior Subordinated Debt
Securities due 2031 to be issued by the Debenture Issuer under the Indenture.

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

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

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

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


                                       4
<PAGE>

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

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

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

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

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

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

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

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

               "Guarantee" means the guarantee agreement to be dated as of
November 28, 2001, of the Sponsor in respect of the Capital Securities.

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

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

               "Indenture" means the Indenture dated as of November 28, 2001,
among the Debenture Issuer and the Debenture Trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued.

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

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

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

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


                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

               "Officers' Certificates" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for it 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 specified in Section 6.2.

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


                                       6
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               "Responsible Officer" means, with respect to the Institutional
Trustee, any officer within the Corporate Trust Office of the Institutional
Trustee with direct responsibility for the administration of this Declaration,
including any vice-president, any assistant vice-president, any 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.


                                       7
<PAGE>

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

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

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

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

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

               "Securities Act" means the Securities Act of 1933, as amended.

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

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

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

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

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

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

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

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

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

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

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

               "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

               "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


                                       8
<PAGE>

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 a Section
7701(a)(30) of the Code.

                                   ARTICLE II

                                  ORGANIZATION

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

        Section 2.2. Office. The address of the principal office of the Trust,
which shall be in a State of the United States or the District of Columbia, is
1498 Main Street, El Centro, California 92243. On ten Business Days written
notice to the Institutional Trustee and the Holders of the Securities, the
Administrators may designate another principal office, which shall be in a State
of the United States or the District of Columbia.

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

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


                                       9
<PAGE>

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

        Section 2.5. Title to Property of the Trust. Except as provided in
Section 2.8 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 and authority, and is
        hereby authorized, to act on behalf of the Trust with respect to the
        following matters:

                   (A) the issuance and sale of the Securities;

                   (B) to 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;

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

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

                   (E) 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;

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


                                       10
<PAGE>

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

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

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

                   (J) 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);

                   (K) 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;

                   (L) 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;

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

                   (N) 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;

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

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

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


                                       11
<PAGE>

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

                   (A) the establishment of the Property Account;

                   (B) the receipt of the Debentures;

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

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

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

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

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

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

                   (I) after any Event of Default (of which the Institutional
               Trustee has knowledge (as provided in Section 2.9(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 business trust under the laws of the State of Delaware
               to protect the limited liability of the Holders of the Capital
               Securities or to enable the Trust to effect the purposes for
               which the Trust was created; and

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


                                       12
<PAGE>

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

               (b) So long as this Declaration remains in effect, the Trust (or
the Trustees or Administrators acting on behalf of the Trust) shall not
undertake any business, activities or transaction except as expressly provided
herein or contemplated hereby. In particular, neither the Trustees nor the
Administrators may cause the Trust to (i) acquire any investments or engage in
any activities not authorized by this Declaration, (ii) sell, assign, transfer,
exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust
Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would cause (or in the case of the
Institutional Trustee, to the actual knowledge of a Responsible Officer would
cause) the Trust to fail or cease to qualify as a "grantor trust" for United
States federal income tax purposes, (iv) incur any indebtedness for borrowed
money or issue any other debt or (v) take or consent to any action that would
result in the placement of a lien on any of the Trust Property. The
Institutional Trustee shall, at the sole cost and expense of the Trust subject
to reimbursement under Section 9.6(b), 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.


                                       13
<PAGE>

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

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

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

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

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

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

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

               (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;


                                       14
<PAGE>

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

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

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

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

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

        Section 2.8.  Powers and Duties of the Institutional Trustee.

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

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

               (c)    The Institutional Trustee shall:

               (i) establish and maintain a segregated non-interest bearing
        trust account (the "Property Account") in the United States (as defined
        in Treasury Regulations section 301.7701-7), in the name of and under
        the exclusive control of the Institutional Trustee, and maintained in
        the Institutional Trustee's trust department, on behalf of the Holders
        of the Securities and, upon the receipt of payments of funds made in
        respect of the Debentures held by the Institutional Trustee, deposit
        such funds into the Property Account and make payments to the Holders of
        the Capital Securities and 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;


                                       15
<PAGE>

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

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

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

               (e) The Institutional Trustee may bring or defend, pay, collect,
compromise, arbitrate, resort to legal action with respect to, or otherwise
adjust claims or demands of or against, the Trust (a "Legal Action") which arise
out of or in connection with an Event of Default of which a Responsible Officer
of the Institutional Trustee has actual knowledge or the Institutional Trustee's
duties and obligations under this Declaration or the Trust Indenture Act;
provided, however, that if an Event of Default has occurred and is continuing
and such event is attributable to the failure of the Debenture Issuer to pay
interest or principal on the Debentures on the date such interest or principal
is otherwise payable (or in the case of redemption, on the redemption date),
then a Holder of the Capital Securities may directly institute a proceeding for
enforcement of payment to such Holder of the principal of or interest on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Capital Securities of such Holder (a "Direct Action") on or after the
respective due date specified in the Debentures. In connection with such Direct
Action, the rights of the Holders of the Common Securities will be subrogated to
the rights of such Holder of the Capital Securities to the extent of any payment
made by the Debenture Issuer to such Holder of the Capital Securities in such
Direct Action; provided, however, that a Holder of the Capital Securities may
exercise such right of subrogation only so long as an Event of Default with
respect to the Capital Securities has occurred and is continuing.

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

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

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

               (g) The Institutional Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a Holder of the Debentures
under the Indenture and, if an Event of Default occurs and is continuing, the
Institutional Trustee may, for the benefit of Holders of 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.


                                       16
<PAGE>

               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
Administrators.

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

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

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


                                       17
<PAGE>

liability in respect of any Security. This Section 2.9(c) does not limit the
liability of the Trustees expressly set forth elsewhere in this Declaration or,
in the case of the Institutional Trustee, in the Trust Indenture Act.

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

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

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

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

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

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

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

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


                                       18
<PAGE>

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

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

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

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

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

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

               (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


                                       19
<PAGE>

Institutional Trustee may make such further inquiry or investigation into
such facts or matters as it may see fit;

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

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

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

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

               (m) the Institutional Trustee shall not be charged with knowledge
of an Event of Default unless a Responsible Officer of the Institutional Trustee
has actual knowledge of such event or the Institutional Trustee receives written
notice of such event from any Holder, except with respect to an Event of Default
pursuant to Sections 5.01(a) or 5.01(b) of the Indenture (other than an Event of
Default resulting form 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 the 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


                                       20
<PAGE>

which the Institutional Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts, or to exercise
any such right, power, duty or obligation. No permissive power or authority
available to the Institutional Trustee shall be construed to be a duty.

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

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

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

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

        Section 2.15. Mergers. (a) The Trust may not consolidate, amalgamate,
merge with or into, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to any corporation or other
Person, except as described in this Section 2.15(b) and (c) 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


                                       21
<PAGE>

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

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

               (iii) the Capital Securities or any Successor Securities
        (excluding any securities substituted for the Common Securities) are
        listed, or any Successor Securities will be listed 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'
               interest 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;


                                       22
<PAGE>

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

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

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

                                   ARTICLE III

                                     SPONSOR

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

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

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

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

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


                                       23
<PAGE>

                                   ARTICLE IV

                           TRUSTEES AND ADMINISTRATORS

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

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

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

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

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

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

        Section 4.3. Institutional Trustee; Eligibility. (a) There shall at all
times be one Trustee which shall act as Institutional Trustee which shall:

               (i) not be an Affiliate of the Sponsor;

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

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

               (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(a).


                                       24
<PAGE>

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

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

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

        Section 4.5. Administrators. Each Administrator shall be a U.S. Person.
There shall at all times be at least one Administrator.

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

        Section 4.6. Initial Delaware Trustee. The initial Delaware Trustee
shall be Wilmington Trust Company.

        Section 4.7. Appointment, Removal and Resignation of Trustees and
Administrators.

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

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

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


                                       25
<PAGE>

by act of the Holders of a Majority in liquidation amount of the Common
Securities then outstanding 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.

               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 in the manner provided in Section 4.7(b) and shall give notice 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.

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

               (b) 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


                                       26
<PAGE>

proceeds thereof and money held by such retiring Relevant Trustee hereunder with
respect to the Securities and the Trust subject to the payment of all unpaid
fees, expenses and indemnities of such retiring Relevant Trustee.

               (c) 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.

               (d) 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.

               (e) Any successor Delaware Trustee shall file an amendment to the
Certificate of Trust with the Delaware Secretary of State 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


                                       27
<PAGE>

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

        Section 4.11. Delegation of Power. (a) Any Trustee or any Administrator,
as the case may be, may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 that is a U.S. Person
his or her power for the purpose of executing any documents, instruments or
other writings contemplated in Section 2.6; and

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

                                    ARTICLE V

                                  DISTRIBUTIONS

        Section 5.1. Distributions. Holders shall receive Distributions in
accordance with the applicable terms of the relevant Holder's Securities.
Distributions shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their respective terms. If and
to the extent that the Debenture Issuer makes a payment of interest (including
any Additional Interest or Deferred Interest) and/or principal on the Debentures
held by the Institutional Trustee (the amount of any such payment being a
"Payment Amount"), the Institutional Trustee shall and is directed, to the
extent funds are available in the Property Account for that purpose, to make a
distribution (a "Distribution") of the Payment Amount to Holders.


                                       28
<PAGE>

                                   ARTICLE VI

                             ISSUANCE OF SECURITIES

        Section 6.1.  General Provisions Regarding Securities.

               (a) The Administrators shall on behalf of the Trust issue one
series of capital securities, evidenced by a certificate substantially in the
form of Exhibit A-1, representing undivided beneficial interests in the assets
of the Trust 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 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; and any Certificate may be signed on
behalf of the Trust by such person who, at the actual date of execution of such
Security, shall be an Administrator of the Trust, although at the date of the
execution and delivery of the Declaration any such person was not such an
Administrator. A Capital Security shall not be valid until authenticated by the
manual signature of an Authorized Officer of the Institutional Trustee. Such
signature shall be conclusive evidence that the Capital Security has been
authenticated under this Declaration. Upon written order of the Trust signed by
one Administrator, the Institutional Trustee shall authenticate the Capital
Securities for original issue. The Institutional Trustee may appoint an
authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Capital Securities. A Common Security need not be so
authenticated and shall be valid upon execution by one or more Administrators.

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

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

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


                                       29
<PAGE>

        Section 6.2. Paying Agent, Transfer Agent, Calculation Agent and
Registrar. The Trust shall maintain in Wilmington, Delaware, an office or agency
where the Securities may be presented for payment (the "Paying Agent"), and an
office or agency where Securities may be presented for registration of transfer
or exchange (the "Transfer Agent"). The Trust shall keep or cause to be kept at
such office or agency a register for the purpose of registering Securities and
transfers and exchanges of Securities, such register to be held by a registrar
(the "Registrar"). The Administrators may appoint the Paying Agent, the
Registrar and the Transfer Agent, and may appoint one or more additional Paying
Agents or one or more co-Registrars, or one or more co-Transfer Agents in such
other locations as it shall determine. The term "Paying Agent" includes any
additional paying agent, the term "Registrar" includes any additional registrar
or co-Registrar and the term "Transfer Agent" includes any additional transfer
agent. The Administrators may change any Paying Agent, Transfer Agent or
Registrar at any time without prior notice to any Holder. The Administrators
shall notify the Institutional Trustee of the name and address of any Paying
Agent, Transfer Agent and Registrar not a party to this Declaration. The
Administrators hereby initially appoint the Institutional Trustee to act as
Paying Agent, Transfer Agent and Registrar for the Capital Securities and the
Common Securities 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.

               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, in its individual capacity
and not as Institutional Trustee, as Calculation Agent.

        Section 6.3. Form and Dating. The Capital Securities and the
Institutional Trustee's certificate of authentication thereon shall be
substantially in the form of Exhibit A-1, and the Common Securities shall be
substantially in the form of Exhibit A-2, each of which is hereby incorporated
in and expressly made a part of this Declaration. Certificates may be typed,
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrators, as conclusively evidenced by their
execution thereof. The Securities may have letters, numbers, notations or other
marks of identification or designation and such legends or endorsements required
by law, stock exchange rule, agreements to which the Trust is subject, if any,
or usage (provided, that any such notation, legend or endorsement is in a form
acceptable to the Sponsor). The Trust at the direction of the Sponsor shall
furnish any such legend not contained in Exhibit A-1 to the Institutional
Trustee in writing. Each Capital Security shall be dated 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.

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


                                       30
<PAGE>

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

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

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

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

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

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

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


                                       31
<PAGE>

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

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

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

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

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

                   (C) the principal of (and premium, if any, on) any Debentures
               that have become due otherwise than by such declaration of
               acceleration and interest and Deferred Interest thereon at the
               rate borne by the Debentures, and

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

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

               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.


                                       32
<PAGE>

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

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

                                   ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

        Section 7.1. Dissolution and Termination of Trust. (a) The Trust shall
dissolve on the first to occur of :

               (i) unless earlier dissolved, on December 8, 2036, the expiration
        of the term of the Trust;

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

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

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


                                       33
<PAGE>

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

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

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

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

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

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

        Section 8.1. General. (a) Where Capital Securities are presented to the
Registrar or a co-registrar with a request to register a transfer or to exchange
them for an equal number of Capital Securities represented by different
certificates, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of
transfer and exchanges, the Trust shall issue and the Institutional Trustee
shall authenticate Capital Securities at the Registrar's request.

               (b) Upon issuance of the Common Securities, the Sponsor shall
acquire and retain beneficial and record ownership of the Common Securities and
for so long as the Securities remain outstanding, 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


                                       34
<PAGE>

may be imposed in relation to it. Upon surrender for registration of transfer of
any Securities, the Registrar shall cause one or more new Securities to be
issued in the name of the designated transferee or transferees. Any Security
issued upon any registration of transfer or exchange pursuant to the terms of
this Declaration shall evidence the same Security and shall be entitled to the
same benefits under this Declaration as the Security surrendered upon such
registration of transfer or exchange. Every Security surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form similar to Exhibits B and C satisfactory to the Registrar duly
executed by the Holder or such Holder's attorney duly authorized in writing.
Each Security surrendered for registration of transfer shall be canceled by the
Institutional Trustee pursuant to Section 6.6. A transferee of a Security shall
be entitled to the rights and subject to the obligations of a Holder hereunder
upon the receipt by such transferee of a Security. By acceptance of a Security,
each transferee shall be deemed to have agreed to be bound by this Declaration.

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

        Section 8.2.  Transfer Procedures and Restrictions.

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

               (b) Transfer and Exchange of Capital Securities. 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 of another number, the Registrar shall register the
transfer or make the exchange as requested if its reasonable requirements for
such transaction are met; provided, however, that the Capital Securities
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Trust and the Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing and (i) if such Capital Securities are being
transferred to a QIB, accompanied by a certificate of the transferee
substantially in the form set forth as Exhibit C hereto or (ii) if such Capital
Securities are being transferred otherwise than to a QIB, accompanied by a
certificate of the transferee substantially in the form set forth as Exhibit B
hereto.


                                       35
<PAGE>

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

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

               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 EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND
HOLDING OF THIS


                                       36
<PAGE>

SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS
SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN
WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF
THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF
ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR
ADMINISTRATIVE EXEMPTION.

               IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE
REQUIRED BY THE AMENDED AND RESTATED DECLARATION 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) Minimum Transfers. 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 voided and of no legal effect whatsoever.
Any such purported transferee shall be deemed not to be a Holder of such Capital
Securities for any purpose, including, but not limited to, the receipt of
Distributions on such Capital Securities, and such purported transferee shall be
deemed to have no interest whatsoever in such Capital Securities.

        Section 8.3. Deemed Security Holders. The Trust, the Administrators, the
Trustees, the Paying Agent, the Transfer Agent or the Registrar may treat the
Person in whose name any 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


                                       37
<PAGE>

Administrators, the Trustees, the Paying Agent, the Transfer Agent or the
Registrar shall have actual or other notice thereof.

                                   ARTICLE IX

                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

        Section 9.1. Liability. (a) Except as expressly set forth in this
Declaration, the Guarantee and the terms of the Securities, the Sponsor shall
not be:

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

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

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

               (c) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware; except as otherwise
specifically set forth herein.

        Section 9.2. Exculpation. (a) No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Trust or any Covered
Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of the
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person (other than an
Administrator) shall be liable for any such loss, damage or claim incurred by
reason of such Indemnified Person's negligence or willful misconduct with
respect to such acts or omissions and except that an Administrator shall be
liable for any such loss, damage, or claim incurred by reason of such
Administrator's gross negligence or willful misconduct with respect to such acts
or omissions.

               (b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements 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.


                                       38
<PAGE>

        Section 9.3. Fiduciary Duty. (a) To the extent that, at law or in
equity, an Indemnified Person has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to any other Covered Person, an
Indemnified Person acting under this Declaration shall not be liable to the
Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties imposed on the
Institutional Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of the Indemnified Person.

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

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

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

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

               (ii) The Sponsor shall indemnify, to the full extent permitted by
        law, any Indemnified Person who was or is a party or is threatened to be
        made a party to any threatened, pending or completed action or suit by
        or in the right of the Trust to procure a judgment in its favor by
        reason of the fact that he is or was an Indemnified Person against
        expenses (including attorneys' fees and expenses) actually and
        reasonably incurred by him in connection with the defense or settlement
        of such action or suit if he acted in good faith and in a manner he
        reasonably believed to be in or not opposed to the best interests of the
        Trust and except that no such indemnification shall be made in respect
        of any claim, issue or matter as to which such Indemnified Person shall
        have been adjudged to be liable to the Trust unless and only to the
        extent that the Court of Chancery of


                                       39
<PAGE>

        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, he shall be indemnified, to the full
        extent permitted by law, against expenses (including attorneys' fees and
        expenses) actually and reasonably incurred by him in connection
        therewith.

               (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 he 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 he 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 did not
        believe to be in or not opposed to the best interests of the Trust, or,
        with respect to any criminal proceeding, that such Indemnified Person
        believed or had reasonable cause to believe his conduct was unlawful, 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


                                       40
<PAGE>

        reasonable cause to believe his 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 his 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 his duty to the Trust or its
        Common or Capital Security Holders.

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

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

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

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


                                       41
<PAGE>

               (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.

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

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

        Section 9.6.  Compensation; Fee.  The Sponsor agrees:

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

               (b) 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.


                                       42
<PAGE>

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

                                    ARTICLE X

                                   ACCOUNTING

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

        Section 10.2. Certain Accounting Matters.

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

               (b) The Administrators shall either (i) cause each Form 10K and
Form 10Q prepared by the Sponsor and filed with the Commission in accordance
with the Securities Exchange Act of 1934 to be delivered to each Holder of
Securities, within 90 days after the filing of each Form 10K and within 30 days
after the filing of each Form 10Q or (ii) cause to be prepared at the principal
office of the Trust in the United States, as defined for purposes of Treasury
regulations section 301.7701-7, and delivered to each of the Holders of
Securities, within 90 days after the end of each Fiscal Year of the Trust,
annual financial statements of the Trust, including a balance sheet of the Trust
as of the end of such Fiscal Year, and the related statements of income or loss.

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

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

               (e) So long as the only Holder of the Capital Securities is MM
Community Funding II, Ltd, the Administrators will cause the Sponsor's reports
on Form FR Y-9C to be delivered to the Holder promptly following their filing
with the Federal Reserve.


                                       43
<PAGE>

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

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

                                   ARTICLE XI

                             AMENDMENTS AND MEETINGS

        Section 11.1. Amendments. (a) Except as otherwise provided in this
Declaration or by any applicable terms of the Securities, this Declaration may
only be amended by a written instrument approved and executed by

               (i)    the Institutional Trustee,

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

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

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

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

               (i) unless the Institutional Trustee shall have first received:


                                       44
<PAGE>

                      (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 Debentures as "Tier
               1 Capital" for purposes of the capital adequacy guidelines of the
               Federal Reserve.

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

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

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

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

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


                                       45
<PAGE>

               (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;

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

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

               (i) notice of any such meeting shall be given to all the Holders
        of the Securities having a right to vote thereat at least 7 days and not
        more than 60 days before the date of such meeting. Whenever a vote,
        consent or approval of the Holders of the Securities is permitted or
        required under this Declaration or the rules of any stock exchange on
        which the Capital Securities are listed or admitted for trading, if any,
        such vote, consent or approval may be given at a meeting of the Holders
        of the Securities. Any action that may be taken at a meeting of the
        Holders of the Securities may be taken without a meeting if a consent in
        writing setting forth the action so taken is signed by the


                                       46
<PAGE>

        Holders of the Securities owning not less than the minimum amount of
        Securities that would be necessary to authorize or take such action at a
        meeting at which all Holders of the Securities having a right to vote
        thereon were present and voting. Prompt notice of the taking of action
        without a meeting shall be given to the Holders of the Securities
        entitled to vote who have not consented in writing. The Administrators
        may specify that any written ballot submitted to the Holders of the
        Securities for the purpose of taking any action without a meeting shall
        be returned to the Trust within the time specified by the
        Administrators;

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

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

                                   ARTICLE XII

                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

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


                                       47
<PAGE>

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

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

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

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

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

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

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

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

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


                                       48
<PAGE>

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

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

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

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

                                  ARTICLE XIII

                                  MISCELLANEOUS

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

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

               Valley Capital Trust II
               1498 Main Street
               El Centro, California  92243
               Attention: Harry G. Gooding, III
               Telephone:  (760) 337-3200
               Telecopy:    (760) 337-3229

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

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


                                       49
<PAGE>

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

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

               (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):

               VIB Corp.
               1498 Main Street
               El Centro, California  92243
               Attention: Harry G. Gooding, III
               Telephone:  (760) 337-3200
               Telecopy:    (760) 337-3229

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

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

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

        Section 13.3. Submission to Jurisdiction. Each of the parties hereto
agrees that any suit, action or proceeding arising out of or based upon this
Declaration, or the transactions contemplated hereby, may be instituted in any
of the courts of the State of New York and the United State District Courts, in
each case located in the Borough of Manhattan, City and State of New York, and
further agrees to submit to the jurisdiction of any competent court in the place
of its corporate domicile in respect of actions brought against it as a
defendant. In addition, each such party irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of such suit, action or proceeding brought in any such court
and irrevocably waives any claim that any such suit, action or proceeding
brought in


                                       50
<PAGE>

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.

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

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

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

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

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

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

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


                                       51
<PAGE>

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

                                  WILMINGTON TRUST COMPANY,
                                      as Delaware Trustee

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

                                  WILMINGTON TRUST COMPANY,
                                      as Institutional Trustee

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

                                  VIB CORP.
                                      as Sponsor

                                  By: /s/ Dennis Kern
                                      ----------------------------
                                      Dennis Kern
                                      President and Chief Executive Officer



                                      /s/ Harry G. Gooding, III
                                      ----------------------------
                                      Harry G. Gooding, III
                                      Administrator

                                      /s/ Dennis Kern
                                      ----------------------------
                                      Dennis Kern
                                      Administrator

                                      /s/ Richard Foss
                                      ----------------------------
                                      Richard Foss
                                      Administrator


                                       52
<PAGE>

                                     ANNEX I

                                    TERMS OF
                             FLOATING RATE MMCapSSM
                         FLOATING RATE COMMON SECURITIES

               Pursuant to Section 6.1 of the Amended and Restated Declaration
of Trust, dated as of November 28, 2001 (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. 19,700 Capital Securities of Valley
Capital Trust II (the "Trust"), with an aggregate stated liquidation amount with
respect to the assets of the Trust of Nineteen Million Seven Hundred Thousand
Dollars ($19,700,000) and a stated liquidation amount with respect to the assets
of the Trust of $1,000 per Capital Security, are hereby designated for the
purposes of identification only as the "Floating Rate MMCapSSM" (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. 610 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 Six Hundred Ten Thousand Dollars ($610,000) and a stated
liquidation amount with respect to the assets of the Trust of $1,000 per Common
Security.

               2. Distributions. (a) Distributions payable on each Security will
be payable at a variable per annum rate of interest, reset semi-annually, equal
to LIBOR (as defined in the Declaration) plus 3.75% (the "Coupon Rate") of the
stated liquidation amount of $1,000 per Security, such rate being the rate of
interest payable on the Debentures to be held by the Institutional Trustee;
provided, that the applicable Coupon Rate may not exceed 11.0% through the
Interest Payment Date in December, 2006. Except as set forth below in respect of
an Extension Period, Distributions in arrears for more than one semi-annual
period will bear interest thereon compounded semi-annually at the applicable
Coupon Rate for each such semi-annual period (to the extent permitted by
applicable law). The term "Distributions" as used herein includes cash
distributions and any such compounded distributions payable unless otherwise
stated. A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Institutional Trustee and to the extent
the Institutional Trustee has funds available in the Property Account therefor.
The amount of Distributions payable for any period


                                     A-I-1
<PAGE>

will be computed for any full semi-annual period on the basis of a 360-day year
and the actual number of days elapsed in the relevant period.

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

               (1) On the second LIBOR Business Day (provided that on such day
        commercial banks are open for business (including dealings in foreign
        currency deposits) in London (a "LIBOR Banking Day"), and otherwise the
        next preceding LIBOR Business Day that is also a LIBOR Banking Day)
        prior to December 15th and June 15th (except, with respect to the first
        interest payment period, on November 26, 2001), (each such day, a "LIBOR
        Determination Date"), LIBOR shall equal the rate, as obtained by the
        Calculation Agent for six-month Eurodollar deposits in Europe which
        appears on Telerate Page 3750 (as defined in the International Swaps and
        Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange
        Definitions) or such other page as may replace such Page 3750, as of
        11:00 a.m. (London time) on such LIBOR Determination Date, as reported
        by Bloomberg Financial Markets Commodities News. "LIBOR Business Day"
        means any day that is not a Saturday, Sunday or other day on which
        commercial banking institutions in New York, New York or Wilmington,
        Delaware, are authorized or obligated by law or executive order to be
        closed. If such rate is superseded on Telerate Page 3750 by a corrected
        rate before 12:00 noon (London time) on the same LIBOR Determination
        Date, the corrected rate as so substituted will be the applicable LIBOR
        for that LIBOR Determination Date.

               (2) If, on any LIBOR Determination Date, such rate does not
        appear on Telerate Page 3750 or such other page as may replace such Page
        3750, the Calculation Agent shall determine the arithmetic mean of the
        offered quotations of the Reference Banks (as defined below) to leading
        banks in the London interbank market for six-month U.S. Dollar deposits
        in Europe (in an amount determined by the Calculation Agent) by
        reference to requests for quotations as of approximately 11:00 a.m. (New
        York 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 quotations,
        LIBOR shall be deemed to be the arithmetic mean of the offered
        quotations that at least two leading banks in The City of New York (as
        selected by the Calculation Agent) are quoting on the relevant LIBOR
        Determination Date for six-month U.S. Dollar deposits in Europe at
        approximately 11:00 a.m. (New York 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 shall be LIBOR in effect on the previous LIBOR
        Determination Date (whether or not LIBOR for such period was in fact
        determined on such LIBOR Determination Date).


                                     A-I-2
<PAGE>

               (c) All percentages resulting from any calculations on the Debt
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 Company and the Paying Agent of the applicable Coupon
Rate in effect for the related interest payment period. The Calculation Agent
shall, upon the request of the holder of any Debt 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 Company and the Holders of the Debt Securities. The Paying Agent shall be
entitled to rely on information received from the Calculation Agent or the
Company as to the Coupon Rate. The Company shall, from time to time, provide any
necessary information to the Paying Agent relating to any original issue
discount and interest on the Debt Securities that is included in any payment and
reportable for taxable income calculation purposes.

               (e) Distributions on the Securities will be cumulative, will
accrue from the date of original issuance, and will be payable, subject to
extension of distribution payment periods as described herein, semi-annually in
arrears on June 8th and December 8th of each year, commencing on June 8, 2002
(each, a "Distribution Payment Date"). The Debenture Issuer has the right under
the Indenture to defer payments of interest on the Debentures by extending the
interest payment period for up to 10 consecutive semi-annual periods (each, an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions described below, during which Extension Period no interest
shall be due and payable (except any Additional Interest that may be due and
payable) although such interest would continue to accrue on the Debentures, and
interest will accrue on such Deferred Interest at an annual rate equal to the
Coupon Rate in effect for each such Extension Period, compounded semi-annually
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; provided, however, that no
Extension Period may extend beyond the Maturity Date and provided, further,
that, during any such Extension Period, the Debenture Issuer may not (i) declare
or pay any dividends or distributions on, or redeem, purchase, acquire, or make
a liquidation payment with respect to, any of the Debenture Issuer's capital
stock or (ii) make any payment of principal of or interest or premium, if any,
on or repay, repurchase or redeem any debt securities of the Debenture Issuer
that rank pari passu in all respects with or junior in interest to the
Debentures (other than (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Debenture Issuer (A) in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, (B) in
connection with a dividend reinvestment or stockholder stock purchase plan or
(C) in connection with the issuance of capital stock of the Debenture Issuer (or
securities convertible into or exercisable for such capital stock), as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of any exchange or conversion of any class or
series of the Debenture Issuer's capital stock (or any capital stock of a
subsidiary of the Debenture Issuer) for any class or series of the Debenture
Issuer's capital stock or of any class or series of the Debenture Issuer's
indebtedness for any


                                     A-I-3
<PAGE>

class or series of the Debenture Issuer's capital stock, (c) the purchase of
fractional interests in shares of the Debenture Issuer's capital stock pursuant
to the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (d) any declaration of a dividend in connection
with any stockholder's rights plan, or the issuance of rights, stock or other
property under any stockholder's rights plan, or the redemption or repurchase of
rights pursuant thereto, or (e) any dividend in the form of stock, warrants,
options or other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same stock as that on
which the dividend is being paid or ranks pari passu with or junior to such
stock). Prior to the termination of any Extension Period, the Debenture Issuer
may further extend such period, provided, that such period together with all
such previous and further consecutive extensions thereof shall not exceed 10
consecutive semi-annual periods, or extend beyond the Maturity Date. Upon the
termination of any Extension Period and upon the payment of all Deferred
Interest, the Debenture Issuer may commence a new Extension Period, subject to
the foregoing requirements. No interest or Deferred Interest shall be due and
payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, or, if such date is not a Distribution Payment
Date, on the immediately following Distribution Payment Date, to Holders of the
Securities as they appear on the books and records of the Trust on the record
date immediately preceding such date. Distributions on the Securities must be
paid on the dates payable (after giving effect to any Extension Period) to the
extent that the Trust has funds available for the payment of such distributions
in the Property Account of the Trust. The Trust's funds available for
Distribution to the Holders of the Securities will be limited to payments
received from the Debenture Issuer. The payment of Distributions out of moneys
held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

               (f) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Registrar on the
relevant record dates. The relevant record dates shall be selected by the
Administrators, which dates shall be 15 days before the relevant payment dates.
Distributions payable on any Securities that are not punctually paid on any
Distribution Payment Date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures, as the case may be, when due (taking into
account any Extension Period), will cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such payment date.

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


                                     A-I-4
<PAGE>

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

               The Sponsor, as the Holder of all of the Common Securities, has
the right at any time to dissolve the Trust (including without limitation upon
the occurrence of a Tax Event, an Investment Company Event or a Capital
Treatment Event), subject to the receipt by the Debenture Issuer of prior
approval from the Board of Governors of the Federal Reserve System (the "Federal
Reserve"), if then required under applicable capital guidelines or policies of
the Federal Reserve and, after satisfaction of liabilities to creditors of the
Trust, cause the Debentures to be distributed to the Holders of the Securities
on a Pro Rata basis in accordance with the aggregate stated liquidation amount
thereof.

               The Trust shall dissolve on the first to occur of (i) December 8,
2036, the expiration of the term of the Trust, (ii) a Bankruptcy Event with
respect to the Sponsor, Trust or the Debenture Issuer, (iii) (other than in
connection with a merger, consolidation or similar transaction not prohibited by
the Indenture, this Declaration or the Guarantee, as the case may be) the filing
of a certificate of dissolution of the Sponsor or upon the revocation of the
charter of the Sponsor and the expiration of 90 days after the date of
revocation without a reinstatement thereof, (iv) the distribution to the Holders
of the Securities of the Debentures, upon exercise of the right of the Holder of
all of the outstanding Common Securities to dissolve the Trust as described
above, (v) the entry of a decree of a judicial dissolution of the Sponsor or the
Trust, or (vi) when all of the Securities shall have been called for redemption
and the amounts necessary for redemption thereof shall have been paid to the
Holders in accordance with the terms of the Securities. As soon as practicable
after the dissolution of the Trust and upon completion of the winding up of 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


                                     A-I-5
<PAGE>

event such Holders will be entitled to receive out of the assets of the Trust
available for distribution to the Holders, after satisfaction of liabilities to
creditors of the Trust to the extent not satisfied by the Debenture Issuer, an
amount equal to the Liquidation Distribution. An early Liquidation of the Trust
pursuant to clause (iv) of the immediately preceding paragraph shall occur if
the Institutional Trustee determines that such Liquidation is possible by
distributing, after satisfaction of liabilities to creditors of Trust, to the
Holders of the Securities on a Pro Rata basis, the Debentures, and such
distribution occurs.

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

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

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

               4. Redemption and Distribution.

               (a) The Debentures will mature on December 8, 2031. The
Debentures may be redeemed by the Debenture Issuer, in whole or in part, on any
June 8th or December 8th on or after December 8, 2006, at the Redemption Price,
upon not less than 30 days nor more than 60 day's 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 but not in part, at any time within 90
days following the occurrence of such Tax Event, Investment Company Event or
Capital Treatment Event, as the case may be (the "Special Redemption Date"), at
the Special Redemption Price, upon not less than 30 nor more than 60 days'
notice to Holders of the Debentures so long as such Tax Event, Investment
Company Event or Capital Treatment Event, as the case may be, is


                                     A-I-6
<PAGE>

continuing. In each case, the right of the Debenture Issuer to redeem the
Debentures is subject to the Debenture Issuer having received prior approval
from the Federal Reserve, if then required under applicable capital guidelines
or policies of the Federal Reserve.

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

               "Investment Company Event" means the receipt by the Company 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 of 1940, as amended, which change or
prospective change becomes effective or would become effective, as the case may
be, on or after the date of the original issuance of the Debentures.

               "Capital Treatment Event" means the receipt by the Debenture
Issuer and the Trust of an opinion of counsel experienced in such matters to the
effect that, as a result of any amendment to, or change in, the laws, rules or
regulations of the United States or any political subdivision thereof or
therein, or as the result of any official or administrative pronouncement or
action or decision interpreting or applying such laws, rules or regulations,
which amendment or change is effective or which pronouncement, action or
decision is announced on or after the date of original issuance of the
Debentures, there is more than an insubstantial risk that the Debenture Issuer
will not, within 90 days of the date of such opinion, be entitled to treat an
amount equal to the aggregate Liquidation Amount of the Capital Securities as
"Tier 1 Capital" (or the then equivalent thereof) for purposes of the capital
adequacy guidelines of the Federal Reserve (or any successor regulatory
authority with jurisdiction over bank holding companies), as then in effect and
applicable to the Debenture Issuer; provided, however, that the distribution of
the Debentures in connection with the Liquidation of the Trust by the Debenture
Issuer shall not in


                                     A-I-7
<PAGE>

and of itself constitute a Capital Treatment Event unless such Liquidation shall
have occurred in connection with a Tax Event or an Investment Company Event.

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

               "Redemption Price" means 100% of the principal amount of the
Debentures being redeemed plus accrued and unpaid interest on such Debentures to
the Redemption Date or, in the case of a redemption due to the occurrence of a
Special Event, to the Special Redemption Date if such Special Redemption Date is
on or after December 8, 2006.

               "Special Redemption Price" means (1) if the Special Redemption
Date is before December 8, 2006, the greater of (a) 100% of the principal amount
of the Debentures being redeemed pursuant to Section 10.02 of the Indenture or
(b) as determined by a Quotation Agent, the sum of the present values of the
principal amount payable as part of the Redemption Price with respect to a
redemption as of December 8, 2006 together with the present value of interest
payments calculated at a fixed per annum rate of interest equal to 9.95% over
the Remaining Life of such Debentures, discounted to the Special Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 0.50%, plus, in the case of either (a) or (b),
accrued and unpaid interest on such Debentures to the Special Redemption Date
and (2) if the Special Redemption Date is on or after December 8, 2006, the
Redemption Price for such Special Redemption Date.

               "Comparable Treasury Issue" means, with respect to any Special
Redemption Date, the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Remaining Life that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life. If no United States Treasury security has a
maturity which is within a period from three months before to three months after
December 8, 2006, the two most closely corresponding United States Treasury
securities shall be used as the Comparable Treasury Issue, and the Treasury Rate
shall be interpolated or extrapolated on a straight-line basis, rounding to the
nearest month using such securities.

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

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

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


                                     A-I-8
<PAGE>

               "Redemption Date" shall mean the date fixed for the redemption of
Capital Securities, which shall be any June 8th or December 8th on or after
December 8, 2006.

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

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

               "Remaining Life" means, with respect to any Debentures the period
from the Special Redemption Date for such Debentures to December 8, 2006.

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

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

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


                                     A-I-9
<PAGE>

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

               (e) Redemption or Distribution Procedures.

                   (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.

                   (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
        pay the relevant Redemption Price to the Holders of such Securities by
        check mailed to the address of each such Holder appearing on the books
        and records of the Trust on the redemption date. If a
        Redemption/Distribution Notice shall have been given and funds deposited
        as required then immediately prior to the close of business on the date
        of such deposit Distributions will cease to accrue on the Securities so
        called for redemption and all rights of Holders of such Securities so
        called for redemption will cease, except the right of the Holders of
        such Securities to receive the applicable Redemption Price specified in
        Section 4(a), but without interest on such Redemption Price. If any date
        fixed for redemption of Securities is not a Business Day, then payment
        of any such Redemption Price payable on such date will be made on the
        next succeeding day that is a Business Day (and without any interest or
        other payment in respect of any such delay) except that, if such
        Business Day falls in the next calendar year, such payment will be made
        on the immediately preceding Business Day, in each case with the same
        force and effect as if made on such date fixed for redemption. If
        payment of the Redemption Price in respect of any Securities is
        improperly withheld or refused and not paid either by the Trust or by
        the Debenture Issuer as guarantor pursuant to the Guarantee,
        Distributions on


                                     A-I-10
<PAGE>

        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
        Administrators on behalf of the Trust (A) in respect of the Capital
        Securities, to the Holders thereof, and (B) in respect of the Common
        Securities, to the Holder thereof.

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

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

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


                                     A-I-11
<PAGE>

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

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

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


                                     A-I-12
<PAGE>

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 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) waive any past default and its
consequences that are waivable under the Indenture or (iii) exercise 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


                                     A-I-13
<PAGE>

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 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


                                     A-I-14
<PAGE>

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

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

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


                                     A-I-15
<PAGE>

               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-16
<PAGE>

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

               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


                                     A-1-1
<PAGE>

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

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

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


                                     A-1-2
<PAGE>

Certificate Number_____                        Number of Capital Securities_____

                             [CUSIP NO ___________]

                    Certificate Evidencing Capital Securities

                                       of

                             VAlley Capital Trust II

                             Floating Rate MMCapSSM

                (liquidation amount $1,000 per Capital Security)

               Valley Capital Trust II, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
________________________________ (the "Holder") is the registered owner of
____________________ capital securities of the Trust representing undivided
beneficial interests in the assets of the Trust, designated the Floating Rate
MMCapSSM (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 November 28, 2001, among Harry G.
Gooding, III, Dennis Kern and Richard Foss, as Administrators, Wilmington Trust
Company, as Delaware Trustee, Wilmington Trust Company, as Institutional
Trustee, VIB Corp., 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 Trust at its principal place of business.

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

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

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


                                     A-1-3
<PAGE>

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

                                         Valley Capital Trust II


                                         By:________________________________
                                         Name:
                                         Administrator

                                         Dated:  ____________________________


                          CERTIFICATE OF AUTHENTICATION

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

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

                                         By:_______________________________
                                                 Authorized Officer

                                         Dated:  ___________________________



                                     A-1-4
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

               Distributions payable on each Capital Security will be payable at
a variable per annum rate of interest, reset semi-annually, equal to LIBOR (as
defined in the Declaration) plus 3.75% (the "Coupon Rate") (provided, that the
applicable Coupon Rate may not exceed 11.0% through the Interest Payment Date in
December, 2006) of the stated liquidation amount of $1,000 per Capital Security,
such rate being the rate of interest payable on the Debentures to be held by the
Institutional Trustee. Except as set forth below in respect of an Extension
Period, Distributions in arrears for more than one semi-annual period will bear
interest thereon compounded semi-annually at the applicable Coupon Rate for each
such semi-annual period (to the extent permitted by applicable law). The term
"Distributions" as used herein includes cash distributions, any such compounded
distributions and any Additional Interest payable on the Debentures unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Institutional Trustee and to the
extent the Institutional Trustee has funds available in the Property Account
therefor. The amount of Distributions payable for any period will be computed
for any full semi-annual Distribution period on the basis of a 360-day year and
the actual number of days elapsed in the relevant Distribution period.

               Except as otherwise described below, Distributions on the Capital
Securities will be cumulative, will accrue from the date of original issuance
and will be payable semi-annually in arrears on June 8th and December 8th of
each year, commencing on June 8, 2002 (each, a "Distribution Payment Date"). The
Debenture Issuer has the right under the Indenture to defer payments of interest
on the Debentures by extending the interest payment period for up to 10
consecutive semi-annual periods (each, an "Extension Period") at any time and
from time to time on the Debentures, subject to the conditions described below,
during which Extension Period no interest shall be due and payable (except any
Additional Interest that may be due and payable). During any Extension Period,
interest will continue to accrue on the Debentures, and interest on such accrued
interest (such accrued interest and interest thereon referred to herein as
"Deferred Interest") will accrue at an annual rate equal to the Coupon Rate in
effect for each such Extension Period, compounded semi-annually from the date
such Deferred Interest would have been payable were it not for the Extension
Period, to the extent permitted by law. No Extension Period may end on a date
other than a Distribution Payment Date. At the end of any such Extension Period,
the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on
the Debentures; provided, however, that no Extension Period may extend beyond
the Maturity Date. Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such period, provided, that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 10 consecutive semi-annual periods, or extend beyond the Maturity
Date. Upon the termination of any Extension Period and upon the payment of all
Deferred Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements. No interest or Deferred Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, or, if such date is not a Distribution Payment
Date, on the immediately following Distribution Payment Date, to Holders of the
Securities as they appear on the books and records of the Trust on the record
date immediately preceding such date.


                                     A-1-5
<PAGE>

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

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


                                     A-1-6
<PAGE>

                                   ASSIGNMENT

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

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

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

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

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

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

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

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




(Insert address and zip code of assignee), and irrevocably appoints _________ as
agent to transfer this Capital Security Certificate on the books of the Trust.
The agent may substitute another to act for it, him or her.

               Date:
                    -------------------------------------
               Signature:
                         --------------------------------

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

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


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


                                     A-1-7
<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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


                                     A-2-1
<PAGE>

Certificate Number_____                         Number of Common Securities_____

                    Certificate Evidencing Common Securities

                                       of

                             Valley Capital Trust II

               Valley Capital Trust II, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
________________________ (the "Holder") is the registered owner of
_______________ common securities of the Trust representing undivided beneficial
interests in the assets of the Trust (the "Common Securities"). The Common
Securities represented hereby are issued pursuant to, and the designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Securities shall in all respects be subject to, the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of November 28,
2001, among Harry G. Gooding, III, Dennis Kern and Richard Foss, as
Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company, as Institutional Trustee, the Holder, as Sponsor, and the holders from
time to time of undivided beneficial interests in the assets of the Trust,
including the designation of the terms of the Common Securities as set forth in
Annex I to the Declaration, as the same may be amended from time to time (the
"Declaration"). Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Sponsor will provide a copy of the
Declaration and the Indenture to the Holder without charge upon written request
to the Sponsor at its principal place of business.

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

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

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

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


                                     A-2-2
<PAGE>

               IN WITNESS WHEREOF, the Trust has executed this certificate this
___ day of ________________.


                                            Valley Capital Trust II


                                            By:______________________________
                                            Name:
                                            Administrator


                                     A-2-3
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

               Distributions payable on each Common Security will be identical
in amount to the Distributions payable on each Capital Security, which is at a
variable per annum rate of interest, reset semi-annually, equal to LIBOR (as
defined in the Declaration) plus 3.75% (the "Coupon Rate") (provided, that the
applicable Coupon Rate may not exceed 11.0% through the Interest Payment Date in
December, 2006) of the stated liquidation amount of $1,000 per Capital Security,
such rate being the rate of interest payable on the Debentures to be held by the
Institutional Trustee. Except as set forth below in respect of an Extension
Period, Distributions in arrears for more than one semi-annual period will bear
interest thereon compounded semi-annually at the applicable Coupon Rate for each
such semi-annual period (to the extent permitted by applicable law). The term
"Distributions" as used herein includes cash distributions, any such compounded
distributions and any Additional Interest payable on the Debentures unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Institutional Trustee and to the
extent the Institutional Trustee has funds available in the Property Account
therefor. The amount of Distributions payable for any period will be computed
for any full semi-annual Distribution period on the basis of a 360-day year and
the actual number of days elapsed in the relevant Distribution period.

               Except as otherwise described below, Distributions on the Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable semi-annually in arrears on June 8th and December 8th of
each year, commencing on June 8, 2002 (each, a "Distribution Payment Date"). The
Debenture Issuer has the right under the Indenture to defer payments of interest
on the Debentures by extending the interest payment period for up to 10
consecutive semi-annual periods (each, an "Extension Period") at any time and
from time to time on the Debentures, subject to the conditions described below,
during which Extension Period no interest shall be due and payable (except any
Additional Interest that may be due and payable). During any Extension Period,
interest would continue to accrue on the Debentures, and interest on such
accrued interest (such accrued interest and interest thereon referred to herein
as "Deferred Interest") will accrue at an annual rate equal to the Coupon Rate
in effect for each such Extension Period, compounded semi-annually from the date
such Deferred Interest would have been payable were it not for the Extension
Period, to the extent permitted by law. No Extension Period may end on a date
other than a Distribution Payment Date. At the end of any such Extension Period
the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on
the Debentures; provided, however, that no Extension Period may extend beyond
the Maturity Date. Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such period, provided, that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 10 consecutive semi-annual periods, or extend beyond the Maturity
Date. Upon the termination of any Extension Period and upon the payment of all
Deferred Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements. No interest or Deferred Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, or, if such date is not a Distribution Payment
Date, on the immediately following Distribution Payment Date, to Holders of the
Securities as they appear on the books and records of the Trust on the record
date immediately preceding such date.


                                     A-2-4
<PAGE>

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

               The 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:(1)
                                      ------------------




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


                                     A-2-6
<PAGE>

                                                                       EXHIBIT B

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

                                                             ----------, -------

VIB Corp.
Valley Capital Trust II
1498 Main Street
El Centro, California  92243

               Re:  Purchase of $1,000 stated liquidation amount of Floating
                    Rate MMCapS(SM) (the "Capital Securities") of Valley Capital
                    Trust II

Ladies and Gentlemen:

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

               1. We understand that the Floating Rate MMCapS(SM) (the "Capital
Securities") of Valley Capital Trust II (the "Trust") (including the guarantee
(the "Guarantee") of VIB Corp. (the "Company") executed in connection therewith)
and the Floating Rate Junior Subordinated Debt Securities due 2031 of the
Company (the "Subordinated Debt Securities") (the Capital Securities, the
Guarantee and the Subordinated Debt Securities together being referred to herein
as "Offered Securities"), have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold except
as permitted in the following sentence. We agree on our own behalf and on behalf
of any investor account for which we are purchasing the Offered Securities that,
if, we decide to offer, sell or otherwise transfer any such Offered Securities,
such offer, sale or transfer will be made only (a) to the Company or the Trust,
(b) pursuant to Rule 144A under the Securities Act, to a person we reasonably
believe is a qualified institutional buyer under Rule 144A (a "QIB") that
purchases for its own account or for the account of a QIB and to whom notice is
given that the transfer is being made in reliance on Rule 144A, (c) pursuant to
an exemption from registration to an "accredited investor" within the meaning of
subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act that
is acquiring Offered Securities for its own account or for the account of such
an accredited investor for investment purposes and not with a view to, or for
offer or sale in connection with, any distribution thereof in violation of the
Securities Act, or (d) pursuant to another available exemption from the
registration requirements of the Securities Act, and in each of the foregoing
cases in accordance with any applicable state securities laws and any
requirements of law that govern the disposition of our property. The foregoing
restrictions on resale will not apply subsequent to the date on which, in the
written opinion of counsel, the Capital Securities are not "restricted
securities" within the meaning of Rule 144 under the Securities Act. If any
resale or other transfer of the Offered Securities is proposed to be made
pursuant to clause (c) or (d) above the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Institutional
Trustee as Transfer Agent, which shall provide as applicable, among other
things, that the transferee is an "accredited investor" within


                                      B-1
<PAGE>

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

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

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

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

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

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


                                      B-2
<PAGE>

sole discretion with respect to each such investor account and that we have full
power to make the foregoing acknowledgments, representations and agreement on
behalf of each such investor account.

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

                                        By:
                                           -------------------------------------
                                        Date:
                                             -----------------------------------

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

Name:
     ----------------------------------
Address:
        -------------------------------
Taxpayer ID Number:
                   --------------------


                                      B-3
<PAGE>

                                                                       EXHIBIT C

                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED FOR QIBS

                                                            -------------, -----

VIB Corp.
Valley Capital Trust II
1498 Main Street
El Centro, California  92243

               Re:  Purchase of $1,000 stated liquidation amount of Floating
                    Rate MMCapS(SM) (the "Capital Securities") of Valley Capital
                    Trust II

               Reference is hereby made to the Amended and Restated Declaration
dated as of November 28, 2001 (the "Declaration") among Harry G. Gooding, III,
Dennis Kern and Richard Foss, as Administrators, Wilmington Trust Company, as
Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, VIB Corp.,
as Sponsor, and the holders from time to time of undivided beneficial interest
in the assets of Valley Capital Trust II. Capitalized terms used but not defined
herein shall have the meanings given them in the Declaration.

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

               In connection with such request, and in respect to such Capital
Securities, the transferor does hereby certify that such Capital Securities are
being transferred in accordance with (i) the transfer restrictions set forth in
the Capital Securities and (ii) Rule 144A under the United States Securities Act
of 1933, as amended ("Rule 144A"), to a transferee that the Transferor
reasonably believes is purchasing the Capital Securities for its own account or
an account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in a transaction meeting the
requirements of Rule 144A and in accordance with applicable securities laws of
any state of the United States or any other jurisdiction.

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

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

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

                                      C-1