CITY NATIONAL BANCSHARES CORP
AMENDED AND RESTATED DECLARATION OF TRUST
<DOCUMENT>
<TYPE>EX-10.K
<SEQUENCE>5
<FILENAME>y63162exv10wk.txt
<DESCRIPTION>AMENDED AND RESTATED DECLARATION OF TRUST
<TEXT>
<PAGE>
                                                                 EXHIBIT (10)(K)

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                City National Bank of New Jersey Capital Trust I

                            Dated as of July 11, 2002

<PAGE>

                                TABLE OF CONTENTS

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ARTICLE I INTERPRETATION AND DEFINITIONS ..................................................    2

   SECTION 1.1  Definitions ...............................................................    2

ARTICLE II ORGANIZATION ...................................................................    9

   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 the
                Administrators ............................................................   16

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

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

   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 .......................................................................   23

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

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

ARTICLE IV TRUSTEES AND ADMINISTRATORS ....................................................   24

   SECTION 4.1  Number of Trustees ........................................................   24

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

   SECTION 4.3  Institutional Trustee; Eligibility ........................................   24
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                               TABLE OF CONTENTS

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                                                                                              PAGE
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    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 the Trustees and the
                 Administrators ............................................................   25

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

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

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

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

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

ARTICLE V DISTRIBUTIONS ....................................................................   28

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

ARTICLE VI ISSUANCE OF SECURITIES ..........................................................   29

    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 ...........................................   33

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

ARTICLE VIII TRANSFER OF INTERESTS .........................................................   34

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

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

    SECTION 8.3  Deemed Security Holders ...................................................   38
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                                TABLE OF CONTENTS

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ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS ............   38

    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

ARTICLE X ACCOUNTING .......................................................................   43

    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 .........................................................   44

    SECTION 11.1 Amendments ................................................................   44

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

ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE ..................   47

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

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

ARTICLE XIII MISCELLANEOUS .................................................................   49

    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
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                                TABLE OF CONTENTS

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    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 TRUPS(R)and Floating Rate Common Securities

EXHIBIT A-1  Form of Capital Security Certificate

EXHIBIT A-2  Form of Common Security Certificate

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

EXHIBIT C    Form of Transferor Certificate to be Executed for QIBs


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<PAGE>

                   AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                City National Bank of New Jersey Capital Trust I

                                 July 11, 2002

            THIS AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"),
dated and effective as of July 11, 2002, by the Trustees (as defined herein),
the Administrators (as defined herein), the Sponsor (as defined herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

            WHEREAS, certain of the Trustees, the Administrators and the Sponsor
established City National Bank of New Jersey Capital Trust I (the "Trust"), a
statutory business trust under the Business Trust Act (as defined herein),
pursuant to a Declaration of Trust, dated as of June 27, 2002 (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on June 27, 2002, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain debentures of
the Debenture Issuer (as defined herein) in connection with the TPref Funding I,
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 Edward R. Wright, Louis E. Prezeau
and Vladimir Gasparec, solely in such Person's capacity as Administrator of the
Trust created and continued hereunder and not in such Person's individual
capacity, or such Administrator's successor in interest in such capacity, or any
successor appointed as herein provided.

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

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

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

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


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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 or 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 Newark, New Jersey are permitted or required by any applicable law or
executive order to close.

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

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

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

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

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

            "Certificate" means any certificate evidencing Securities.

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

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

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

            "Commission" means the Securities and Exchange Commission.

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

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

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


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            "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 City National Bancshares Corporation, a
bank holding company incorporated in New Jersey, in its capacity as issuer of
the Debentures under the Indenture.

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

            "Debentures" means the Floating Rate Junior Subordinated Debt
Securities due 2032 to be issued by the Debenture Issuer under the Indenture.

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

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

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

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

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

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


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<PAGE>

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

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

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

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

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

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

            "Guarantee" means the Guarantee Agreement, dated as of July 11,
2002, of the Sponsor in respect of the Capital Securities.

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

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

            "Indenture" means the Indenture, dated as of July 11, 2002, among
the Debenture Issuer and the Debenture Trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued.

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

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

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

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

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

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


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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust,


                                      -6-
<PAGE>

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 secretary, any
assistant secretary, the treasurer, any assistant treasurer, any trust officer
or other officer of the Corporate Trust Office of the Institutional Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

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


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<PAGE>

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

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

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

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

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

            "Sponsor" means City National Bancshares Corporation, a bank holding
company that is a U.S. Person incorporated in New Jersey, or any successor
entity in a merger, consolidation or amalgamation that is a U.S. Person, in its
capacity as sponsor of the Trust.

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

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

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

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

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

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

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

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

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

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

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

            "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and


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

                                   ARTICLE II

                                  ORGANIZATION

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

            SECTION 2.2 Office. The address of the principal office of the
Trust, which shall be in a State of the United States or the District of
Columbia, is c/o City National Bancshares Corporation, 900 Broad Street, Newark,
New Jersey 07102. On ten Business Days' written notice to the Institutional
Trustee and the Holders of the Securities, the Administrators may designate
another principal office, which shall be in a State of the United States or the
District of Columbia.

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

            SECTION 2.4 Authority. Except as specifically provided in this
Declaration, the Institutional Trustee shall have exclusive and complete
authority to carry out the purposes of the Trust. An action taken by a Trustee
on behalf of the Trust and in accordance with such Trustee's powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration. The Administrators shall have only those ministerial
duties set forth herein with respect to accomplishing the purposes of


                                      -9-
<PAGE>

the Trust and are not intended to be trustees or fiduciaries with respect to the
Trust or the Holders. The Institutional Trustee shall have the right, but shall
not be obligated except as provided in Section 2.6, to perform those duties
assigned to the Administrators.

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

            SECTION 2.6 Powers and Duties of the Trustees and the
Administrators. (a) The Trustees and the Administrators shall conduct the
affairs of the Trust in accordance with the terms of this Declaration. Subject
to the limitations set forth in paragraph (b) of this Section, and in accordance
with the following provisions (i) and (ii), the Administrators and, at the
direction of the Administrators, the Trustees, shall have the authority to enter
into all transactions and agreements determined by the Administrators to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Trustees or the Administrators, as the case may be, under this
Declaration, and to perform all acts in furtherance thereof, including without
limitation, the following:

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

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

                  (J) to take all action that may be necessary or appropriate
            for the preservation and the continuation of the Trust's valid
            existence, rights, franchises and privileges as a statutory 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.

            (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,


                                      -12-
<PAGE>

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

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

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

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

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

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

            (d) Notwithstanding anything herein to the contrary, the
Administrators, the Institutional Trustee and the Holders of a Majority in
liquidation amount of the Common Securities are authorized and directed to
conduct the affairs of the Trust and to operate the Trust so that (i) the Trust
will not be deemed to be an "investment company" required to be registered


                                      -13-
<PAGE>

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;

            (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;


                                      -14-
<PAGE>

            (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;

            (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


                                      -15-
<PAGE>

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

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

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

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

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

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

            SECTION 2.9 Certain Duties and Responsibilities of the Trustees and
the Administrators. (a) The Institutional Trustee, before the occurrence of any
Event of Default (of which the Institutional Trustee has knowledge (as provided
in Section 2.10(m) hereof)) and after


                                      -16-
<PAGE>

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

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

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

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


                                      -17-
<PAGE>

            (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;

            (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


                                      -18-
<PAGE>

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 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;


                                      -19-
<PAGE>

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

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

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

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

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

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

            SECTION 2.11 Delaware Trustee. Notwithstanding any other provision
of this Declaration other than Section 4.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of any of the


                                      -20-
<PAGE>

Trustees or the Administrators described in this Declaration (except as may be
required under the Business Trust Act). Except as set forth in Section 4.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Business Trust Act.

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

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

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

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

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

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

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

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


                                      -21-
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                      -22-
<PAGE>

            (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 wit h 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.


                                      -24-
<PAGE>

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

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

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

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

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

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

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

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


                                      -25-
<PAGE>

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

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

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

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


                                      -26-
<PAGE>

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

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

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

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

            SECTION 4.8 Vacancies Among Trustees. If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 4.1, or if the number of Trustees is increased pursuant to Section 4.1,
a vacancy shall occur. A resolution certifying the existenc e 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


                                      -27-
<PAGE>

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

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

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

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

                                    ARTICLE V

                                  DISTRIBUTIONS

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


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

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

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

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

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


                                      -29-
<PAGE>

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

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

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

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


                                      -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 other similar rights and when
issued and delivered to Holders against payment of the purchase price therefor,
the Securities will be fully paid and nonassessable by the Trust.


                                      -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.

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

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

                  (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.

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

            (e) Upon receipt by the Institutional Trustee of written notice
declaring such an acceleration, or rescission and annulment thereof, by Holders
of any part of the Capital


                                      -32-
<PAGE>

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

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

                                   ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

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

            (i) unless earlier dissolved, on October 7, 2037, the expiration of
      the term of the Trust;

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

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

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

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


                                      -33-
<PAGE>

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

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

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

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

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

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

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

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

            (d) The Registrar shall provide for the registration of Securities
and of transfers of Securities, which will be effected without charge but only
upon payment (with such indemnity as the Registrar may require) in respect of
any tax or other governmental charges that may be imposed in relation to it.
Upon surrender for registration of transfer of any Securities, the Registrar
shall cause one or more new Securities to be issued in the name of the
designated transferee or transferees. Any Security issued upon any registration
of transfer or exchange


                                      -34-
<PAGE>

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

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

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

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

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


                                      -35-
<PAGE>

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

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

            THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO


                                      -36-
<PAGE>

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

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

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

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


                                      -37-
<PAGE>

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

                                   ARTICLE IX

                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

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

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

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

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

            (c) 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


                                      -38-
<PAGE>

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

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

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

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

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

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

            (ii) The Sponsor shall indemnify, to the fullest extent permitted by
      law, any Indemnified Person who was or is a party or is threatened to be
      made a party to any threatened, pending or completed action or suit by or
      in the right of the Trust to procure a judgment in its favor by reason of
      the fact that such Person is or was an Indemnified


                                      -39-
<PAGE>

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

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

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

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


                                      -40-
<PAGE>

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

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

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

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

            (e) For purposes of this Section 9.4, references to "the Trust"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a


                                      -41-
<PAGE>

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

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

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

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

            SECTION 9.6 Compensation; Fee. (a) The Sponsor agrees:

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


                                      -42-
<PAGE>

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

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

                                    ARTICLE X

                                   ACCOUNTING

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

            SECTION 10.2 Certain Accounting Matters. (a) At all times during the
existence of the Trust, the Administrators shall keep, or cause to be kept at
the principal office of the Trust in the United States, as defined for purposes
of Treasury Regulations section 301.7701-7, full books of account, records and
supporting documents, which shall reflect in reasonable detail each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied.

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

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


                                      -43-
<PAGE>

            (e) So long as the only Holder of the Capital Securities is TPref
Funding I, Ltd., the Administrators will cause the Sponsor's reports on Form FR
Y-9C, FR Y-9LP and FR Y-6 to be delivered to the Holder promptly following their
filing with the Federal Reserve.

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

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

                                   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.


                                      -44-
<PAGE>

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

            (i) unless the Institutional Trustee shall have first received

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

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

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

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

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

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

                  (D) cause the Debenture Issuer to be unable to treat an amount
            equal to the Liquidation Amount of the 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


                                      -45-
<PAGE>

remove, Trustees shall not be amended without the consent of the Holders of a
Majority in liquidation amount of the Capital Securities or Common Securities,
as applicable.

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

            (i) cure any ambiguity;

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

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

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

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

            SECTION 11.2 Meetings of the Holders of the Securities; Action by
Written Consent. (a) Meetings of the Holders of any class of Securities may be
called at any time by the Administrators (or as provided in the terms of the
Securities) to consider and act on 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


                                      -46-
<PAGE>

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

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

            (iii) unless the Business Trust Act, this Declaration, the terms of
      the Securities, the Trust Indenture Act or the listing rules of any stock
      exchange on which the Capital Securities are then listed for trading, if
      any, otherwise provides, the 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


                                      -47-
<PAGE>

warrants to the Trust and the Sponsor at the time of the Successor Institutional
Trustee's acceptance of its appointment as Institutional Trustee, that:

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

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

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

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

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

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

            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 Trus tee 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


                                      -48-
<PAGE>

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

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

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

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

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

                                  ARTICLE XIII

                                  MISCELLANEOUS

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

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

                       City National Bank of New Jersey Capital Trust I
                       c/o City National Bancshares Corporation
                       900 Broad Street
                       Newark, New Jersey 07102
                       Attention: Edward R. Wright
                       Telecopy: 973-624-4369
                       Telephone: 973-624-0865

            (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


                                      -49-
<PAGE>

                       Attention: Corporate Trust Administration
                       Telecopy: 302-651-8882
                       Telephone: 302-651-1000

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

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

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

                       City National Bancshares Corporation
                       900 Broad Street
                       Newark, New Jersey 07102
                       Attention: Edward R. Wright
                       Telecopy: 973-624-4369
                       Telephone: 973-624-0865

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

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

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

            SECTION 13.3 Submission to Jurisdiction. (a) Each of the parties
hereto agrees that any suit, action or proceeding arising out of or based upon
this Declaration, or the transactions contemplated hereby, may be instituted in
any of the courts of the State of New York and the United States District
Courts, in each case located in the Borough of Manhattan, City and State of New
York, and further agrees to submit to the jurisdiction of any competent


                                      -50-
<PAGE>

court in the place of its corporate domicile in respect of actions brought
against it as a defendant. In addition, each such party irrevocably waives, to
the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of such suit, action or proceeding brought in
any such court and irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum
and irrevocably waives any right to which it may be entitled on account of its
place of corporate domicile. Each such party hereby irrevocably waives any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Declaration or the transactions contemplated hereby. Each such party agrees
that final judgment in any proceedings brought in such a court shall be
conclusive and binding upon it and may be enforced in any court to the
jurisdiction of which it is subject by a suit upon such judgment.

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

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

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

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

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

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

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


                                      -51-
<PAGE>

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

                                           WILMINGTON TRUST COMPANY,
                                             as Delaware Trustee

                                           By:__________________________________
                                              Name:
                                              Title:


                                           WILMINGTON TRUST COMPANY,
                                             as Institutional Trustee

                                           By:__________________________________
                                              Name:
                                              Title:


                                           [NAME OF CORPORATION],
                                             as Sponsor

                                           By:__________________________________
                                              [NAME OF OFFICER #1]
                                              [TITLE OF OFFICER #1]


                                           _____________________________________
                                           [ADMINISTRATOR #1]
                                           Administrator


                                           _____________________________________
                                           [ADMINISTRATOR #2]
                                           Administrator


                                           _____________________________________
                                           [ADMINISTRATOR #3]
                                           Administrator

<PAGE>

                                    ANNEX I

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

            Pursuant to Section 6.1 of the Amended and Restated Declaration of
Trust, dated as of July 11, 2002 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration):

            1. Designation and Number. (a) Capital Securities. 3,000 Capital
Securities of City National Bank of New Jersey Capital Trust I (the "Trust"),
with an aggregate stated liquidation amount with respect to the assets of the
Trust of Three Million Dollars ($3,000,000) and a stated liquidation amount with
respect to the assets of the Trust of $1,000 per Capital Security, are hereby
designated for the purposes of identification only as the "Floating Rate
TRUPS(R)" (the "Capital Securities"). The Capital Security Certificates
evidencing the Capital Securities shall be substantially in the form of Exhibit
A-1 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice or to conform
to the rules of any stock exchange on which the Capital Securities are listed,
if any.

            (b) Common Securities. 93 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 Ninety-Three Thousand Dollars ($93,000) 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 quarterly, equal to
LIBOR, as determined on the LIBOR Determination Date immediately preceding each
Distribution Payment Date, plus 3.65% (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 12.5% through the Distribution
Payment Date in July, 2007. Except as set forth below in respect of an Extension
Period, Distributions in arrears for more than one quarterly period will bear
interest thereon compounded quarterly at the applicable Coupon Rate for each
such quarterly period (to the extent permitted by applicable law). The term
"Distributions" as used herein includes cash distributions, any such compounded
distributions 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 quarterly Distribution period on the basis of a 360-day year and
the actual number of days elapsed in the relevant Distribution period; provided,
however, that upon the


                                    Annex-I-1
<PAGE>

occurrence of a Special Event redemption pursuant to paragraph 4(a) below, the
amounts payable pursuant to this Declaration shall be calculated as set forth in
the definition of Special Redemption Price.

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

                  (i) On the second LIBOR Business Day (provided, that on such
      day commercial banks are open for business (including dealings in foreign
      currency deposits) in London (a "LIBOR Banking Day"), and otherwise the
      next preceding LIBOR Business Day that is also a LIBOR Banking Day) prior
      to January 15, April 15, July 15 and October 15 (except, with respect to
      the first interest payment period, on July 9, 2002) (each such day, a
      "LIBOR Determination Date"), LIBOR shall equal the rate, as obtained by
      the Calculation Agent for three-month U.S. Dollar deposits in Europe,
      which appears on Telerate Page 3750 (as defined in the International Swaps
      and Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange
      Definitions) or such other page as may replace such Telerate Page 3750, as
      of 11:00 a.m. (London time) on such LIBOR Determination Date, as reported
      by Bloomberg Financial Markets Commodities News; provided, however, that
      in the case of the first interest payment period, LIBOR will be
      interpolated from LIBOR for three-month U.S. Dollar deposits in Europe and
      LIBOR for four-month U.S. Dollar deposits in Europe on a straight-line
      basis. "LIBOR Business Day" means any day that is not a Saturday, Sunday
      or other day on which commercial banking institutions in New York, New
      York or Wilmington, Delaware are authorized or obligated by law or
      executive order to be closed. If such rate is superseded on Telerate Page
      3750 by a corrected rate before 12:00 noon (London time) on the same LIBOR
      Determination Date, the corrected rate as so substituted will be the
      applicable LIBOR for that LIBOR Determination Date.

                  (ii) If, on any LIBOR Determination Date, such rate does not
      appear on Telerate Page 3750 as reported by Bloomberg Financial Markets
      Commodities News or such other page as may replace such Telerate Page
      3750, the Calculation Agent shall determine the arithmetic mean of the
      offered quotations of the Reference Banks (as defined below) to leading
      banks in the London interbank market for three-month U.S. Dollar deposits
      in Europe (in an amount determined by the Calculation Agent) by reference
      to requests for quotations as of approximately 11:00 a.m. (London time) on
      the LIBOR Determination Date made by the Calculation Agent to the
      Reference Banks. If, on any LIBOR Determination Date, at least two of the
      Reference Banks provide such quotations, LIBOR shall equal the arithmetic
      mean of such quotations. If, on any LIBOR Determination Date, only one or
      none of the Reference Banks provide such a quotation, LIBOR shall be
      deemed to be the arithmetic mean of the offered quotations that at least
      two leading banks in the City of New York (as selected by the Calculation
      Agent) are quoting on the relevant LIBOR Determination Date for three-
      month U.S. Dollar deposits in Europe at approximately 11:00 a.m. (London
      time) (in an amount determined by the Calculation Agent). As used herein,
      "Reference Banks" means four major banks in the London interbank market
      selected by the Calculation Agent.


                                    Annex-I-2
<PAGE>

                  (iii) If the Calculation Agent is required but is unable to
      determine a rate in accordance with at least one of the procedures
      provided above, LIBOR shall be LIBOR in effect on the previous LIBOR
      Determination Date (whether or not LIBOR for such period was in fact
      determined on such LIBOR Determination Date).

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

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

            (e) Distributions on the Securities will be cumulative, will accrue
from the date of original issuance and will be payable, subject to extension of
Distribution payment periods as described herein, quarterly in arrears on
January 7th, April 7th, July 7th and October 7th of each year, commencing on
October 7, 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 20 consecutive quarterly periods
(each, an "Extension Period") at any time and from time to time on the
Debentures, subject to the conditions described below, during which Extension
Period no interest shall be due and payable (except any Additional Interest that
may be due and payable). During any Extension Period, interest will continue to
accrue on the Debentures, and interest on such accrued interest (such accrued
interest and interest thereon referred to herein as "Deferred Interest") will
accrue at an annual rate equal to the Coupon Rate in effect for each such
Extension Period, compounded quarterly from the date such Deferred Interest
would have been payable were it not for the Extension Period, to the extent
permitted by law. No Extension Period may end on a date other than a
Distribution Payment Date. At the end of any such Extension Period, the
Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the
Debentures; provided, however, that no Extension Period may extend beyond the
Maturity Date 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,


                                    Annex-I-3
<PAGE>

(B) in connection with a dividend reinvestment or stockholder stock purchase
plan or (C) in connection with the issuance of capital stock of the Debenture
Issuer (or securities convertible into or exercisable for such capital stock),
as consideration in an acquisition transaction entered into prior to the
applicable Extension Period, (b) as a result of any exchange or conversion of
any class or series of the Debenture Issuer's capital stock (or any capital
stock of a subsidiary of the Debenture Issuer) for any class or series of the
Debenture Issuer's capital stock or of any class or series of the Debenture
Issuer's indebtedness for any class or series of the Debenture Issuer's capital
stock, (c) the purchase of fractional interests in shares of the Debenture
Issuer's capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged, (d) any declaration
of a dividend in connection with any stockholder's rights plan, or the issuance
of rights, stock or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto, or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock). Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such period, provided, that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date.
Upon the termination of any Extension Period and upon the payment of all
Deferred Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements. No interest or Deferred Interest shall be
due and payable during an Extension Period, except at the end thereof, but
interest shall accrue upon each installment of interest that would otherwise
have been due and payable during such Extension Period until such installment is
paid. If Distributions are deferred, the Distributions due shall be paid on the
date that the related Extension Period terminates, or, if such date is not a
Distribution Payment Date, on the immediately following Distribution Payment
Date, to Holders of the Securities as they appear on the books and records of
the Trust on the record date immediately preceding such date. Distributions on
the Securities must be paid on the dates payable (after 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


                                    Annex-I-4
<PAGE>

calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such payment
date.

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

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

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

            The Trust shall dissolve on the first to occur of (i) October 7,
2037, the expiration of the term of the Trust, (ii) a Bankruptcy Event with
respect to the Sponsor, the Trust or the Debenture Issuer, (iii) (other than in
connection with a merger, consolidation or similar transaction not prohibited by
the Indenture, this Declaration or the Guarantee, as the case may be) the filing
of a certificate of dissolution of the Sponsor or upon the revocation of the
charter of the Sponsor and the expiration of 90 days after the date of
revocation without a reinstatement thereof, (iv) the distribution to the Holders
of the Securities of the Debentures, upon exercise of the right of the Holder of
all of the outstanding Common Securities to dissolve the Trust as described
above, (v) the entry of a decree of a judicial dissolution of the Sponsor or the
Trust, or (vi) when all of the Securities shall have been called for redemption
and the amounts necessary for redemption thereof shall have been paid to the
Holders in accordance with the terms of the Securities. As soon as practicable
after the dissolution of the Trust and upon completion of the winding up of the
Trust, the Trust shall terminate upon the filing of a certificate of
cancellation with the Secretary of State of the State of Delaware.


                                    Annex-I-5
<PAGE>

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

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

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

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

            4. Redemption and Distribution. (a) The Debentures will mature on
October 7, 2032. The Debentures may be redeemed by the Debenture Issuer, in
whole or in part, on any January 7th, April 7th, July 7th and October 7th on or
after July 7, 2007, at the Redemption Price, upon not less than 30 nor more than
60 days' notice to Holders of such Debentures. In addition, upon the occurrence
and continuation of a Tax Event, an Investment Company Event or a Capital
Treatment Event, the Debentures may be redeemed by the Debenture Issuer in whole
but not in part, at any time within 90 days following the occurrence of such Tax
Event, Investment


                                    Annex-I-6
<PAGE>

Company Event or Capital Treatment Event, as the case may be (the "Special
Redemption Date"), at the Special Redemp tion Price, upon not less than 30 nor
more than 60 days' notice to Holders of the Debentures so long as such Tax
Event, Investment Company Event or Capital Treatment Event, as the case may be,
is continuing. In each case, the right of the Debenture Issuer to redeem the
Debentures is subject to the Debenture Issuer having received prior approval
from the Federal Reserve, if then required under applicable capital guidelines
or policies of the Federal Reserve.

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

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

            "Capital Treatment Event" means the receipt by the Debenture Issuer
and the Trust of an opinion of counsel experienced in such matters to the effect
that, as a result of any amendment to, or change in, the laws, rules or
regulations of the United States or any political subdivision thereof or
therein, or as the result of any official or administrative pronouncement or
action or decision interpreting or applying such laws, rules or regulations,
which amendment or change is effective or which pronouncement, action or
decision is announced on or after the date of original issuance of the
Debentures, there is more than an insubstantial risk that the Debenture 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


                                    Annex-I-7
<PAGE>

any successor regulatory authority with jurisdiction over bank holding
companies), as then in effect and applicable to the Debenture Issuer; provided,
however, that the distribution of the Debentures in connection with the
Liquidation of the Trust by the Debenture Issuer shall not in and of itself
constitute a Capital Treatment Event unless such Liquidation shall have occurred
in connection with a Tax Event or an Investment Company Event.

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

            "Redemption Price" means 100% of the principal amount of the
Debentures being redeemed plus accrued and unpaid interest on such Debentures to
the Redemption Date or, in the case of a redemption due to the occurrence of a
Special Event, to the Special Redemption Date if such Special Redemption Date is
on or after July 7, 2007.

            "Special Redemption Price" means (1) if the Special Redemption Date
is before July 7, 2007, the greater of (a) 100% of the principal amount of the
Debentures being redeemed pursuant to Section 10.02 of the Indenture or (b) as
determined by a Quotation Agent, the sum of the present values of the principal
amount payable as part of the Redemption Price with respect to a redemption as
of July 7, 2007, together with the present value of interest payments calculated
at a fixed per annum rate of interest equal to 9.95% over the Remaining Life of
such Debentures, discounted to the Special Redemption Date on a quarterly basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus .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 July 7, 2007, the Redemption Price for
such Special Redemption Date.

            "Comparable Treasury Issue" means, with respect to any Special
Redemption Date, the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Remaining Life that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life. If no United States Treasury security has a
maturity which is within a period from three months before to three months after
July 7, 2007, the two most closely corresponding United States Treasury
securities shall be used as the Comparable Treasury Issue, and the Treasury Rate
shall be interpolated or extrapolated on a straight-line basis, rounding to the
nearest month using such securities.

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

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

            "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.


                                    Annex-I-8
<PAGE>

            "Redemption Date" means the date fixed for the redemption of Capital
Securities, which shall be any January 7th, April 7th, July 7th and October 7th
on or after July 7, 2007.

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

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

            "Remaining Life" means, with respect to any Debentures the period
from the Special Redemption Date for such Debentures to July 7, 2007.

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


                                    Annex-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 quarterly Distribution periods terminating on or
before the date of redemption.

            (e) Redemption or Distribution Procedures.

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

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

                  (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 such Securities will continue to accrue at
      the then applicable rate from the original


                                   Annex-I-10
<PAGE>

      redemption date to the actual date of payment, in which case the actual
      payment date will be considered the date fixed for redemption for purposes
      of calculating the Redemption Price. In the event of any redemption of the
      Capital Securities issued by the Trust in part, the Trust shall not be
      required to (i) issue, register the transfer of or exchange any Security
      during a period beginning at the opening of business 15 days before any
      selection for redemption of the Capital Securities and ending at the close
      of business on the earliest date on which the relevant notice of
      redemption is deemed to have been given to all Holders of the Capital
      Securities to be so redeemed or (ii) register the transfer of or exchange
      any Capital Securities so selected for redemption, in whole or in part,
      except for the unredeemed portion of any Capital Securities being redeemed
      in part.

                  (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, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and payable or (iv) consent on behalf of all the Holders of the Capital
Securities to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required; provided, however, that, where
a consent or action under the Indenture would require the consent or act of the
holders of greater than a simple majority in principal amount of Debentures (a
"Super Majority") affected thereby, the Institutional Trustee may only give such
consent or take such action at the written direction of the Holders of not less
than the proportion in liquidation amount of the Capital Securities outstanding
which the relevant Super Majority represents of the aggregate principal amount
of the Debentures outstanding. If the Institutional Trustee fails to enforce its
rights under the Debentures after the Holders of a Majority in liquidation
amount of such Capital Securities have so directed the Institutional Trustee, to
the fullest extent permitted by law, a Holder of the Capital Securities may
institute a


                                   Annex-I-11
<PAGE>

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

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

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


                                   Annex-I-12
<PAGE>

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) waiving any past default and its
consequences that are waivable under the Indenture or (iii) exercising any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable, provided, however, that, where a consent or action under the
Indenture would require a Super Majority, the Institutional Trustee may only
give such consent or take such action at the written direction of the Holders of
not less than the proportion in liquidation amount of the Common Securities
which the relevant Super Majority represents of the aggregate principal amount
of the Debentures outstanding. Notwithstanding this Section 6(c), the
Institutional Trustee shall not revoke any action previously authorized or
approved by a vote or consent of the Holders of the Capital Securities. Other
than with respect to directing the time, method and place of conducting any
proceeding for any remedy available to the Institutional Trustee or the
Debenture Trustee as set forth above, the Institutional Trustee shall not take
any action described in clause (i), (ii) or (iii) above, unless the
Institutional Trustee has obtained an opinion of tax counsel to the effect that
for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action. If the


                                   Annex-I-13
<PAGE>

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

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

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

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

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

            (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


                                   Annex-I-14
<PAGE>

classified for purposes of United States federal income taxation as other than a
grantor trust, (ii) reduce or otherwise adversely affect the powers of the
Institutional Trustee or (iii) cause the Trust to be deemed an "investment
company" which is required to be registered under the Investment Company Act.

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

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

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

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


                                   Annex-I-15
<PAGE>

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

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


                                   Annex-I-16
<PAGE>

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

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

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


                                      A-1-1
<PAGE>

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

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

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


                                      A-1-2
<PAGE>

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

                             [CUSIP NO ___________]

                    Certificate Evidencing Capital Securities

                                       of

                City National Bank of New Jersey Capital Trust I

                             Floating Rate TRUPS(R)

                (liquidation amount $1,000 per Capital Security)

            City National Bank of New Jersey Capital Trust I, 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 TRUPS(R) (liquidation amount $1,000 per Capital
Security) (the "Capital Securities"). Subject to the Declaration (as defined
below), the Capital Securities are transferable on the books and records of the
Trust, in person or by a duly authorized attorney, upon surrender of this
Certificate duly endorsed and in proper form for transfer. The Capital
Securities represented hereby are issued pursuant to, and the designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Capital Securities shall in all respects be subject to, the provisions of
the Amended and Restated Declaration of Trust of the Trust, dated as of July 11,
2002, among Edward R. Wright, Louis E. Prezeau and Vladimir Gasparec, as
Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company, as Institutional Trustee, City National Bancshares Corporation, as
Sponsor, and the holders from time to time of undivided beneficial interests in
the assets of the Trust, including the designation of the terms of the Capital
Securities as set forth in Annex I to the Declaration, as the same may be
amended from time to time (the "Declaration"). Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Guarantee to the extent provided therein. The
Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture
to the Holder without charge upon written request to the Sponsor at its
principal place of business.

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

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

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


                                      A-1-3
<PAGE>

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

                                                [NAME OF TRUST]


                                                By: ____________________________
                                                    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
                                                 by 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 quarterly, equal to LIBOR (as defined
in the Declaration) plus 3.65% (the "Coupon Rate") of the stated liquidation
amount of $1,000 per Capital Security, such rate being the rate of interest
payable on the Debentures to be held by the Institutional Trustee (provided,
that the applicable Coupon Rate may not exceed 12.5% through the Distribution
Payment Date in July 7, 2007). Except as set forth below in respect of an
Extension Period, Distributions in arrears for more than one quarterly period
will bear interest thereon compounded quarterly at the applicable Coupon Rate
for each such quarterly period (to the extent permitted by applicable law). The
term "Distributions" as used herein includes cash distributions, any such
compounded distributions 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 quarterly 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 quarterly in arrears on January 7th, April 7th, July 7th and
October 7th of each year, commencing on October 7, 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 20 consecutive quarterly periods (each, an "Extension Period") at any
time and from time to time on the Debentures, subject to the conditions
described below, during which Extension Period no interest shall be due and
payable (except any Additional Interest that may be due and payable). During any
Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest (such accrued interest and interest thereon
referred to herein as "Deferred Interest") will accrue at an annual rate equal
to the Coupon Rate in effect for each such Extension Period, compounded
quarterly from the date such Deferred Interest would have been payable were it
not for the Extension Period, to the extent permitted by law. No Extension
Period may end on a date other than a Distribution Payment Date. At the end of
any such Extension Period, the Debenture Issuer shall pay all Deferred Interest
then accrued and unpaid on the Debentures; provided, however, that no Extension
Period may extend beyond the Maturity Date. Prior to the termination of any
Extension Period, the Debenture Issuer may further extend such period, provided,
that such period together with all such previous and further consecutive
extensions thereof shall not exceed 20 consecutive quarterly periods, or extend
beyond the Maturity Date. 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 interest shall accrue upon each installment of interest that would
otherwise have been due and payable during such Extension Period until such
installment is paid. If Distributions are deferred, the Distributions due shall
be paid on the date that the related Extension Period terminates to Holders of
the Securities as they appear on the books and records of the Trust on the
record date immediately preceding such date. Distributions on the Securities
must be paid on the dates payable (after giving effect to any Extension Period)
to the extent that the Trust has funds available for the payment of such


                                      A-1-5
<PAGE>

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

                City National Bank of New Jersey Capital Trust I

            City National Bank of New Jersey Capital Trust I, a statutory
business trust created under the laws of the State of Delaware (the "Trust"),
hereby certifies that City National Bancshares Corporation (the "Holder") is the
registered owner of [________________] common securities of the Trust
representing undivided beneficial interests in the assets of the Trust
(liquidation amount $1,000 per Common Security) (the "Common Securities"). The
Common Securities represented hereby are issued pursuant to, and the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust, dated
as of July 11, 2002, among Edward R. Wright, Louis E. Prezeau and Vladimir
Gasparec, 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 _______________,____.

                                              [NAME OF TRUST]


                                              By:_______________________________
                                                 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 quarterly, equal to LIBOR (as defined
in the Declaration) plus 3.65% (the "Coupon Rate") of the stated liquidation
amount of $1,000 per Capital Security, such rate being the rate of interest
payable on the Debentures to be held by the Institutional Trustee (provided,
that the applicable Coupon Rate may not exceed 12.5% through the Distribution
Payment Date in July, 2007). Except as set forth below in respect of an
Extension Period, Distributions in arrears for more than one quarterly period
will bear interest thereon compounded quarterly at the applicable Coupon Rate
for each such quarterly period (to the extent permitted by applicable law). The
term "Distributions" as used herein includes cash distributions, any such
compounded distributions 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 quarterly 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 quarterly in arrears on January 7th, April 7th, July 7th and
October 7th of each year, commencing on October 7, 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 20 consecutive quarterly periods (each, an "Extension Period") at any
time and from time to time on the Debentures, subject to the conditions
described below, during which Extension Period no interest shall be due and
payable (except any Additional Interest that may be due and payable). During any
Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest (such accrued interest and interest thereon
referred to herein as "Deferred Interest") will accrue at an annual rate equal
to the Coupon Rate in effect for each such Extension Period, compounded
quarterly from the date such Deferred Interest would have been payable were it
not for the Extension Period, to the extent permitted by law. No Extension
Period may end on a date other than a Distribution Payment Date. At the end of
any such Extension Period, the Debenture Issuer shall pay all Deferred Interest
then accrued and unpaid on the Debentures; provided, however, that no Extension
Period may extend beyond the Maturity Date. Prior to the termination of any
Extension Period, the Debenture Issuer may further extend such period, provided,
that such period together with all such previous and further consecutive
extensions thereof shall not exceed 20 consecutive quarterly periods, or extend
beyond the Maturity Date. 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 interest shall accrue upon each installment of interest that would
otherwise have been due and payable during such Extension Period until such
installment is paid. If Distributions are deferred, the Distributions due shall
be paid on the date that the related Extension Period terminates to Holders of
the Securities as they appear on the books and records of the Trust on the
record date immediately preceding such date. Distributions on the Securities
must be paid on the dates payable (after giving effect to any


                                      A-2-4
<PAGE>

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

                                                                 __________, [ ]

City National Bancshares Corporation
City National Bank of New Jersey Capital Trust I
900 Broad Street
Newark, New Jersey 07102

            Re:   Purchase of $1,000 stated liquidation amount of Floating Rate
                  TRUPS(R)(the "Capital Securities") of City National Bank of
                  New Jersey Capital Trust I

Ladies and Gentlemen:

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

            1. We understand that the Floating Rate TRUPS(R) (the "Capital
Securities") of City National Bank of New Jersey Capital Trust I (the "Trust")
(including the guarantee (the "Guarantee") of City National Bancshares
Corporation (the "Company") executed in connection therewith) and the Floating
Rate Junior Subordinated Debt Securities due 2032 of the Company (the
"Subordinated Debt Securities") (the Capital Securities, the Guarantee and the
Subordinated Debt Securities together being referred to herein as the "Offered
Securities"), have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing the Offered Securities that, if
we decide to offer, sell or otherwise transfer any such Offered Securities, such
offer, sale or transfer will be made only (a) to the Company or the Trust, (b)
pursuant to Rule 144A under the Securities Act, to a person we reasonably
believe is a qualified institutional buyer under Rule 144A (a "QIB") that
purchases for its own account or for the account of a QIB and to whom notice is
given that the transfer is being made in reliance on Rule 144A, (c) pursuant to
an exemption from registration to an "accredited investor" within the meaning of
subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act that
is acquiring Offered Securities for its own account or for the account of such
an accredited investor for investment purposes and not with a view to, or for
offer or sale in connection with, any distribution thereof in violation of the
Securities Act, or (d) pursuant to another available exemption from the
registration requirements of the Securities Act, and in each of the foregoing
cases in accordance with any applicable state securities laws and any
requirements of law that govern the disposition of our property. The foregoing
restrictions on resale will not apply subsequent to the date on which, in the
written opinion of counsel, the Capital Securities are not "restricted
securities" within the meaning of Rule 144 under the Securities Act. If any
resale or other transfer of the Offered Securities is proposed to be made
pursuant to clause (c) or (d) above, the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Institutional


                                       B-1
<PAGE>

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

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

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

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

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

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


                                       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

                                                                 __________, [ ]

City National Bancshares Corporation
City National Bank of New Jersey Capital Trust I
900 Broad Street
Newark, New Jersey 07102

            Re:   Purchase of $1,000 stated liquidation amount of Floating Rate
                  TRUPS(R)(the "Capital Securities") of City National Bank of
                  New Jersey Capital Trust I

            Reference is hereby made to the Amended and Restated Declaration of
Trust of City National Bank of New Jersey Capital Trust I, dated as of July 11,
2002 (the "Declaration"), among Edward R. Wright, Louis E. Prezeau and Vladimir
Gasparec, as Administrators, Wilmington Trust Company, as Delaware Trustee,
Wilmington Trust Company, as Institutional Trustee, City National Bancshares
Corporation, as Sponsor, and the holders from time to time of undivided
beneficial interests in the assets of City National Bank of New Jersey Capital
Trust I. Capitalized terms used but not defined herein shall have the meanings
given them in the Declaration.

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

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

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


                                             ___________________________________
                                                 (Name of Transferor)


                                             By:________________________________
                                                Name:
                                                Title:


                                      C-1
<PAGE>


                                             Date:______________________________


                                      C-2

</TEXT>
</DOCUMENT>
