COOPERATIVE BANKSHARES INC
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<TYPE>EX-10.3
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<FILENAME>coop8kaug3005ex10-3.txt
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                                                                    EXHIBIT 10.3


















                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                     Cooperative Bankshares Capital Trust I

                           Dated as of August 30, 2005







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                                TABLE OF CONTENTS

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                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS
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SECTION 1.1.               Definitions...........................................................................1

                                   ARTICLE II
                                  ORGANIZATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE III
                                     SPONSOR

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

SECTION 3.2.               Responsibilities of the Sponsor......................................................23
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                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS
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SECTION 4.1.               Number of Trustees...................................................................23

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

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

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

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

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

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

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

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

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

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

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

                                    ARTICLE V
                                  DISTRIBUTIONS

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

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

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

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

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

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

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

SECTION 6.6.               Cancellation.........................................................................31
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SECTION 6.7.               Rights of Holders; Waivers of Past Defaults..........................................31

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

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

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

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

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

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

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

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

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

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

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

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

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

                                    ARTICLE X
                                   ACCOUNTING

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

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

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

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

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

SECTION 11.1.              Amendments...........................................................................45
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SECTION 11.2.              Meetings of the Holders of the Securities; Action by Written Consent.................47

                                   ARTICLE XII
          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

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

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

                                  ARTICLE XIII
                                  MISCELLANEOUS

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

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

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

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

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

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

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

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

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ANNEXES AND EXHIBITS

ANNEX I                    Terms of TP Securities and Common Securities

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

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                                      -v-

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                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                     Cooperative Bankshares Capital Trust I

                                 August 30, 2005

         AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated
and effective as of August 30, 2005, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

         WHEREAS, the Delaware Trustee and the Sponsor established Cooperative
Bankshares Capital Trust I (the "Trust"), a statutory trust under the Statutory
Trust Act (as defined herein), pursuant to a Declaration of Trust, dated as of
August 26, 2005 (the "Original Declaration"), and a Certificate of Trust filed
with the Secretary of State of the State of Delaware on August 26, 2005, for the
sole purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in the Debentures (as defined herein) of the Debenture Issuer (as
defined herein) in connection with the issuance of the Capital Securities (as
defined herein);

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

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

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

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1. Definitions. Unless the context otherwise requires:
                      -----------

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


<PAGE>

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

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

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

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

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

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

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

         "Administrators" means each of Frederick Willetts, III and Todd
Sammons, solely in such Person's capacity as Administrator of the Trust
continued hereunder and not in such Person's individual capacity, or such
Administrator's successor in interest in such capacity, or any successor
appointed as herein provided.

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

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

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

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

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

                                      -2-
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         "Business Day" means any day other than Saturday, Sunday or any other
day on which banking institutions in Wilmington, Delaware or New York City or
the city of the Corporate Trust Office are permitted or required by any
applicable law or executive order to close.

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

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

         "Capital Securities Purchase Agreement" means the Capital Securities
Purchase Agreement dated as of August 26, 2005 among the Trust, the Sponsor and
Merrill Lynch International.

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

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

         "Certificate" means any certificate evidencing Securities.

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

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

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

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

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

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

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

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

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

                                      -3-
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         "Covered Person" means: (a) any Administrator, officer, director,
shareholder, partner, member, representative, employee or agent of (i) the Trust
or (ii) the Trust's Affiliates; and (b) any Holder of Securities.

         "Debenture Issuer" means Cooperative Bankshares, Inc., a bank holding
company incorporated in North Carolina, in its capacity as issuer of the
Debentures under the Indenture.

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

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

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

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

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

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

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

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

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

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

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

         "Extension Period" has the meaning set forth in paragraph 2(e) of Annex
I.
                                      -4-
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         "Fiduciary Indemnified Person" shall mean each of the Institutional
Trustee (including in its individual capacity), the Delaware Trustee (including
in its individual capacity), any Affiliate of the Institutional Trustee or the
Delaware Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Institutional
Trustee or the Delaware Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -5-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "QIB" means a "qualified institutional buyer" as defined under Rule
144A.
                                      -6-
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -7-
<PAGE>


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

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

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

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

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

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

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

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

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

                                   ARTICLE II
                                  ORGANIZATION

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

         SECTION 2.2. Office. The address of the principal office of the Trust,
                      ------
which shall be in a state of the United States or the District of Columbia, is
201 Market Street, Wilmington, North Carolina 28402. 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.

                                      -8-
<PAGE>


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

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

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

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

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

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

                         (A) the issuance and sale of the Securities;

                                      -9-
<PAGE>


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

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

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

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

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

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

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

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

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

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

                                      -10-
<PAGE>

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

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

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

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

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

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

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

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

                    (A)  the establishment of the Property Account;

                    (B)  the receipt of the Debentures;

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

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

                                      -11-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -12-
<PAGE>

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

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

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

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

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

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

                                      -13-
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

                                      -14-
<PAGE>

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

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

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

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

                (c) The Institutional Trustee shall:

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

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

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

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

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

                                      -15-
<PAGE>

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

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

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

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

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

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

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

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

                                      -16-
<PAGE>


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

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

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

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

                    (ii) the Institutional Trustee shall not be liable with
                respect to any action taken or omitted to be taken by it in good
                faith in accordance with the direction of the Holders of not
                less than a Majority in liquidation amount of the Capital
                Securities or the Common Securities, as applicable, relating to
                the time,
                                      -17-
<PAGE>


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

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

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

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

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

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

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

                                      -18-
<PAGE>

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

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

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

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

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

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

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

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

                                      -19-
<PAGE>

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

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

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

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

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

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

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

                                      -20-
<PAGE>


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

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

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

         SECTION 2.15. Mergers.
                       -------

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

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

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

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

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

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

                                      -21-
<PAGE>


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

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

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

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

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

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

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

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

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

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

                                      -22-
<PAGE>


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

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

                                  ARTICLE III
                                     SPONSOR

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

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

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

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

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

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

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

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

                                      -23-
<PAGE>


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

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

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

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

         SECTION 4.3. Institutional Trustee; Eligibility.
                      ----------------------------------

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

                    (i) not be an Affiliate of the Sponsor;

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

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

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

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

                                      -24-
<PAGE>


                (d) The initial Institutional Trustee shall be LaSalle Bank
National Association.

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

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

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

         SECTION 4.6. Initial Delaware Trustee. The initial Delaware Trustee
                      ------------------------
shall be Christiana Bank & 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, except in the case of the Delaware
Trustee's successor which shall be appointed by Holders of a Majority in
liquidation amount of the Common Securities. Upon the resignation of the
Institutional Trustee, the Institutional Trustee shall appoint a successor by
requesting from at least three Persons meeting the eligibility requirements
their expenses and charges to serve as the successor Institutional Trustee on a
form provided by the Administrators, and selecting the Person who agrees to the
lowest reasonable expense and charges (the "Successor Institutional Trustee").
If the instrument of acceptance by the successor Relevant Trustee required by
this Section 4.7 shall not have been delivered to the Relevant Trustee within 60
days after the giving of such notice of resignation or delivery of the
instrument of removal, the Relevant Trustee may petition, at the expense of the
Trust, any federal, state or District of Columbia court of competent
jurisdiction for the appointment of a successor Relevant Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Relevant Trustee. The Institutional Trustee shall have no liability for the
selection of such successor pursuant to this Section 4.7.

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

                                      -25-
<PAGE>

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

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

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

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

                                      -26-
<PAGE>

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

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

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

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

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

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

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


                                      -27-
<PAGE>


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

         SECTION 4.11. Delegation of Power.
                       -------------------

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

                                   ARTICLE V
                                  DISTRIBUTIONS

         SECTION 5.1. Distributions.
                      -------------

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

                                      -28-
<PAGE>


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

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

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

         SECTION 6.1. General Provisions Regarding Securities.
                      ---------------------------------------

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

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

                                      -29-
<PAGE>

Securities. A Common Security need not be so authenticated and shall be valid
upon execution by one or more Administrators.

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

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

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

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

                (a) The Trust shall maintain in New York, New York, an office or
agency where the Securities may be presented for payment (the "Paying Agent"),
and an office or agency where Securities may be presented for registration of
transfer or exchange (the "Transfer Agent"). The Trustee hereby appoints the
Institutional Trustee as Paying Agent and Transfer Agent at LaSalle Bank
National Association, 135 S. LaSalle Street, Suite 1511, Chicago, Illinois,
Attn: CDO Trust Services Group - Cooperative Bankshares Capital Trust I. The
Trust shall also keep or cause to be kept a register for the purpose of
registering Securities and transfers and exchanges of Securities, such register
to be held by a registrar (the "Registrar"). The Administrators may appoint the
Paying Agent, the Registrar and the Transfer Agent, and may appoint one or more
additional Paying Agents, one or more co-Registrars, or one or more co-Transfer
Agents in such other locations as it shall determine. The term "Paying Agent"
includes any additional Paying Agent, the term "Registrar" includes any
additional Registrar or co-Registrar and the term "Transfer Agent" includes any
additional Transfer Agent or co-Transfer Agent. The Administrators may change
any Paying Agent, Transfer Agent or Registrar at any time without prior notice
to any Holder. The Administrators shall notify the Institutional Trustee of the
name and address of any Paying Agent, Transfer Agent and Registrar not a party
to this Declaration. The Administrators hereby initially appoint the
Institutional Trustee to act as Registrar for the Capital Securities and the
Common Securities at its Corporate Trust Office. The Institutional Trustee or
any of its Affiliates in the United States may act as Paying Agent, Transfer
Agent or Registrar.

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

         SECTION 6.3. Form and Dating.
                      ---------------

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

                                      -30-

<PAGE>

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

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

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

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

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

                                      -31-
<PAGE>


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

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

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

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

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

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

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

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

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

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

                                      -32-
<PAGE>

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

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

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

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

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

                                      -33-
<PAGE>

                                  ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

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

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

                    (i) unless earlier dissolved, on August 30, 2040, the
                expiration of the term of the Trust;

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

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

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

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

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

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

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

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

                                      -34-
<PAGE>


                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

         SECTION 8.1. General.
                      -------

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

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

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

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

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

                                      -35-
<PAGE>


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

         SECTION 8.2. Transfer Procedures and Restrictions.
                      ------------------------------------

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

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

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

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

                                      -36-
<PAGE>


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

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

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

                                      -37-
<PAGE>


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

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

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

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

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

                                      -38-
<PAGE>

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

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

         SECTION 9.1. Liability.
                      ---------

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

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

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

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

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

         SECTION 9.2. Exculpation.
                      -----------

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

                                      -39-
<PAGE>


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

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

         SECTION 9.3. Fiduciary Duty.
                      --------------

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

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

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

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

                                      -40-
<PAGE>


         SECTION 9.4. Indemnification.
                      ---------------

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

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

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

                                      -41-
<PAGE>


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

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

                                      -42-
<PAGE>


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

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

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

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

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

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

                                      -43-
<PAGE>

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

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

         SECTION 9.6. Compensation; Fee.
                      -----------------

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

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

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

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

                                   ARTICLE X
                                   ACCOUNTING

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

                                      -44-
<PAGE>


         SECTION 10.2. Certain Accounting Matters.
                       --------------------------

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

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

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

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

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

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

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

                                      -45-
<PAGE>


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

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

         SECTION 11.1. Amendments.
                       ----------

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

                    (i) the Institutional Trustee,

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

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

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

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

                                      -46-
<PAGE>


                    (i) unless the Institutional Trustee shall have first
                received

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

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

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

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

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

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

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

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

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

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

                                      -47-
<PAGE>


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

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

                    (i) cure any ambiguity;

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

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

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

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

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

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

                                      -48-
<PAGE>


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

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

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

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

                                      -49-
<PAGE>


                                  ARTICLE XII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

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

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

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

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

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

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

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

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

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

                                      -50-
<PAGE>


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

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

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

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

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

                                  ARTICLE XIII
                                  MISCELLANEOUS

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

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

                    Cooperative Bankshares Capital Trust I
                    c/o Cooperative Bankshares, Inc.
                    201 Market Street
                    Wilmington, North Carolina
                    Attention: Todd Sammons, Chief Financial Officer
                    Telecopy: (910) 341-7396
                    Telephone: (910) 442-4179

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

                                      -51-
<PAGE>


                    Christiana Bank & Trust Company
                    1314 King Street
                    Wilmington, DE 19801
                    Attn: CDO Trust Services Group
                    Telecopy: 302-421-9015
                    Telephone: 302-888-7424

                (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):

                    LaSalle Bank National Association
                    135 S. LaSalle Street, Suite 1511
                    Chicago, Illinois 60603
                    Attention:  CDO Trust Services Group
                    Cooperative Bankshares Capital Trust I
                    Telecopy: 312-904-0524
                    Telephone: 312-904-0283

                (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):

                    Cooperative Bankshares, Inc.
                    201 Market Street
                    Wilmington, North Carolina
                    Attention: Todd Sammons
                    Telecopy: (910) 341-7396
                    Telephone: (910) 442-4179

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

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

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

                                      -52-
<PAGE>


         SECTION 13.3. Submission to Jurisdiction.
                       --------------------------

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

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

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

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

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

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

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

                                      -53-
<PAGE>


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



<PAGE>



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

                                        CHRISTIANA BANK & TRUST COMPANY,
                                                as Delaware Trustee


                                        By: /s/ By designated representative
                                            ------------------------------------
                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                                as Institutional Trustee



                                        By: /s/ By designated representative
                                            ------------------------------------
                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------


                                        Cooperative Bankshares, Inc.,
                                                as Sponsor


                                        By:  /s/ Frederick Willetts, III
                                            ------------------------------------
                                        Name: Frederick Willetts, III
                                             -----------------------------------

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


                                        By: /s/ Frederick Willetts, III
                                           -------------------------------------
                                           Administrator


                                        By: /s/ Todd Sammons
                                           -------------------------------------
                                           Administrator


                                      -55-

<PAGE>

                                     ANNEX I

                                    TERMS OF
                             CAPITAL SECURITIES AND
                                COMMON SECURITIES

         Pursuant to Section 6.1 of the Amended and Restated Declaration of
Trust, dated as of August 30, 2005 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration):

         1. Designation and Number.
            ----------------------

         (a) Capital Securities. 15,000 Capital Securities of Cooperative
Bankshares Capital Trust I (the "Trust"), with an aggregate stated liquidation
amount with respect to the assets of the Trust of Fifteen Million Dollars
($15,000,000) and a stated liquidation amount with respect to the assets of the
Trust of $1,000 per Capital Security, are hereby designated for the purposes of
identification only as the "TP Securities" (the "Capital Securities"). The
Capital Security Certificates evidencing the Capital Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange on
which the Capital Securities are listed, if any.

         (b) Common Securities. 464 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 Four Hundred Sixty Four Thousand Dollars ($464,000) and a stated liquidation
amount with respect to the assets of the Trust of $1,000 per Common Security.

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

         (a) Distributions payable on each Security will be payable at a fixed
rate of 5.74% (the "Fixed Rate") per annum from August 30, 2005 until September
15, 2010 (the "Fixed Rate Period") and thereafter at a variable per annum rate
of interest, reset quarterly, equal to LIBOR, as determined on the LIBOR
Determination Date for such Distribution Payment Period, plus 1.42% (the
"Variable Rate" and together with the Fixed Rate, the "Coupon Rate") of the
stated liquidation amount of $1,000 per Security (provided, however, that the
Coupon Rate for any Distribution Payment Period may not exceed the highest rate
permitted by New York law, as the same may be modified by United States law of
general applicability), such Coupon Rate being the rate of interest payable on
the Debentures to be held by the Institutional Trustee. Except as set forth
below in respect of an Extension Period, Distributions in arrears for more than
one quarterly period will bear interest thereon compounded quarterly at the
applicable Coupon Rate for each such quarterly period (to the extent permitted
by applicable law). The term "Distributions" as used herein includes cash
distributions, any such compounded distributions

                                     A-I-1
<PAGE>


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

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

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

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

                                     A-I-2
<PAGE>

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

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

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

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

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

                                     A-I-3
<PAGE>



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

                                     A-I-4


<PAGE>

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

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

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

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

                                     A-I-5
<PAGE>


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

         The Trust shall dissolve on the first to occur of (i) August 30, 2040,
the expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to
the Sponsor, the Trust or the Debenture Issuer, (iii) (other than in connection
with a merger, consolidation or similar transaction not prohibited by the
Indenture, this Declaration or the Guarantee, as the case may be) the filing of
a certificate of dissolution or its equivalent with respect to the Sponsor or
upon the revocation of the charter of the Sponsor and the expiration of 90 days
after the date of revocation without a reinstatement thereof, (iv) the
distribution to the Holders of the Securities of the Debentures, upon exercise
of the right of the Holder of all of the outstanding Common Securities to
dissolve the Trust as described above, (v) the entry of a decree of a judicial
dissolution of the Sponsor or the Trust, or (vi) when all of the Securities
shall have been called for redemption and the amounts necessary for redemption
thereof shall have been paid to the Holders in accordance with the terms of the
Securities. As soon as practicable after the dissolution of the Trust and upon
completion of the winding up of the Trust, the Trust shall terminate upon the
filing of a certificate of cancellation with the Secretary of State of the State
of Delaware.

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

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

                                     A-I-6
<PAGE>



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

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

         4. Redemption and Distribution.
            ---------------------------

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

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

                                     A-I-7
<PAGE>


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

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

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

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

                                     A-I-8
<PAGE>

         "Special Redemption Price" means, with respect to the redemption of any
Debentures following a Special Event, an amount in cash equal to 103.525% of the
principal amount of Debentures to be redeemed prior to September 15, 2006 and
thereafter equal to the percentage of the principal amount of the Debentures
that is specified below for the Special Redemption Date plus, in each case,
unpaid interest accrued thereon to the Special Redemption Date:

         Special Redemption During the
         -----------------------------
    12-Month Period Beginning September
    -----------------------------------
                15                                Percentage of Principal Amount
                --                                ------------------------------

               2006                                         103.140%
               2007                                         102.355%
               2008                                         101.570%
               2009                                         100.785%
               2010 and thereafter                          100.000%

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

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

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

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

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

         (e) Redemption or Distribution Procedures.

             (i) Notice of any redemption of, or notice of distribution of the
         Debentures in exchange for, the Securities (a "Redemption/Distribution
         Notice") will be given by the Trust by mail to each Holder of
         Securities to be redeemed or exchanged not fewer than 30 nor more than
         60 days before the date fixed for redemption or exchange thereof which,
         in the case of a redemption, will be the date fixed for redemption of
         the Debentures. For purposes of the calculation of the date of
         redemption or exchange and the dates on which notices are given

                                      A-I-9
<PAGE>


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

                                     A-I-10
<PAGE>

         opening of business 15 days before any selection for redemption of the
         Capital Securities and ending at the close of business on the earliest
         date on which the relevant notice of redemption is deemed to have been
         given to all Holders of the Capital Securities to be so redeemed or
         (ii) register the transfer of or exchange any Capital Securities so
         selected for redemption, in whole or in part, except for the unredeemed
         portion of any Capital Securities being redeemed in part.

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

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

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

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

         (b) Subject to the requirements of obtaining a tax opinion by the
Institutional Trustee in certain circumstances set forth in the last sentence of
this paragraph, the Holders of a Majority in liquidation amount of the Capital
Securities, voting separately as a class, have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies
available under the Indenture as the holder of the Debentures, (ii) waive any
past default that is waivable under the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and payable or (iv) consent on behalf of all the Holders of the Capital
Securities to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required; provided, however, that, where
                                                 --------  -------
a consent or action under the Indenture would require the consent or act of the
holders of greater than a simple majority in principal amount of Debentures (a
"Super Majority") affected thereby, the Institutional Trustee may only give such
consent or take such action at the written direction of the Holders of not less
than the proportion in liquidation amount of the Capital Securities outstanding
which the relevant Super Majority represents of the aggregate principal amount
of the Debentures outstanding. If the Institutional Trustee fails to enforce its
rights under the Debentures after the Holders of a Majority or Super Majority,
as the case may be, in liquidation amount of such Capital Securities have so
directed the Institutional Trustee, to the fullest extent permitted by law, a
Holder of the Capital Securities may institute a legal proceeding directly
against the Debenture Issuer to enforce the Institutional Trustee's rights under
the Debentures without first instituting any legal proceeding against the

                                     A-I-11
<PAGE>

Institutional Trustee or any other person or entity. Notwithstanding the
foregoing, if an Event of Default has occurred and is continuing and such event
is attributable to the failure of the Debenture Issuer to pay interest or
premium, if any, on or principal of the Debentures on the date such interest,
premium, if any, on or principal is payable (or in the case of redemption, the
redemption date), then a Holder of record of the Capital Securities may directly
institute a proceeding for enforcement of payment, on or after the respective
due dates specified in the Debentures, to such Holder directly of the principal
of or premium, if any, or interest on the Debentures having an aggregate
principal amount equal to the aggregate liquidation amount of the Capital
Securities of such Holder. The Institutional Trustee shall notify all Holders of
the Capital Securities of any default actually known to the Institutional
Trustee with respect to the Debentures unless (x) such default has been cured
prior to the giving of such notice or (y) the Institutional Trustee determines
in good faith that the withholding of such notice is in the interest of the
Holders of such Capital Securities, except where the default relates to the
payment of principal of or interest on any of the Debentures. Such notice shall
state that such Indenture Event of Default also constitutes an Event of Default
hereunder. Except with respect to directing the time, method and place of
conducting a proceeding for a remedy, the Institutional Trustee shall not take
any of the actions described in clause (i), (ii) or (iii) above unless the
Institutional Trustee has obtained an opinion of tax counsel to the effect that,
as a result of such action, the Trust will not be classified as other than a
grantor trust for United States federal income tax purposes.

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

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

                                     A-I-12
<PAGE>


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

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

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

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

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

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

         (c) Subject to Section 6.7 of the Declaration and only after each Event
of Default (if any) with respect to the Capital Securities has been cured,
waived or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including (i) directing the time,
method, place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waiving any past default and its
consequences that are waivable under the Indenture, or (iii) exercising any
right to rescind or annul a declaration that the principal of all the Debentures
shall be due and payable, provided, however, that, where a consent or action
under the Indenture would require a Super Majority, the Institutional Trustee
may only give such consent or take such action at the written direction of the
Holders of not less than the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding. Notwithstanding this Section
6(c), the Institutional Trustee shall not revoke any action previously
authorized or approved by a vote or consent of the Holders of the Capital
Securities. Other than with respect to directing the time, method and place of
conducting any proceeding for any remedy available to the Institutional Trustee
or the Debenture Trustee as set forth above, the Institutional Trustee shall not
take any action described in clause (i), (ii) or (iii) above, unless the
Institutional Trustee has obtained an opinion of tax counsel to the effect that
for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action. If the
Institutional Trustee fails to enforce its rights

                                     A-I-13
<PAGE>


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

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

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

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

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

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

                                     A-I-14
<PAGE>


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

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

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

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

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

                                     A-I-15
<PAGE>


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

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

                                     A-I-16

<PAGE>

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

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

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

                                     A-1-1
<PAGE>

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

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

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

                                     A-1-2

<PAGE>

Certificate Number    [P-001]              Number of Capital Securities:  15,000

                    Certificate Evidencing Capital Securities

                                       of

                     Cooperative Bankshares Capital Trust I

                                  TP Securities

                (liquidation amount $1,000 per Capital Security)

         Cooperative Bankshares Capital Trust I, a statutory trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the "Holder"), is the registered
owner of 15,000 capital securities of the Trust representing undivided
beneficial interests in the assets of the Trust, designated the TP Securities
(liquidation amount $1,000 per Capital Security) (the "Capital Securities").
Subject to the Declaration (as defined below), the Capital Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this Certificate duly endorsed and in
proper form for transfer. The Capital Securities represented hereby are issued
pursuant to, and the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities shall in all respects
be subject to, the provisions of the Amended and Restated Declaration of Trust
of the Trust, dated as of August 30, 2005, among Frederick Willetts, III and
Todd Sammons, as Administrators, Christiana Bank & Trust Company, as Delaware
Trustee, Christiana Bank & Trust Company, as Institutional Trustee, Cooperative
Bankshares, Inc., as Sponsor, and the holders from time to time of undivided
beneficial interests in the assets of the Trust, including the designation of
the terms of the Capital Securities as set forth in Annex I to the Declaration,
as the same may be amended from time to time (the "Declaration"). Capitalized
terms used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Guarantee to the
extent provided therein. The Sponsor will provide a copy of the Declaration, the
Guarantee, and the Indenture to the Holder without charge upon written request
to the Sponsor at its principal place of business.

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

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

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

                                     A-1-3



<PAGE>

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

                                        Cooperative Bankshares Capital Trust I


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

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

                                        Title:  Administrator

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


                          CERTIFICATE OF AUTHENTICATION

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


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


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

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


                                     A-1-4

<PAGE>


                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Capital Security will be payable at a
fixed rate of 5.74% (the "Fixed Rate") per annum from August 30, 2005 until
September 15, 2010 (the "Fixed Rate Period") and thereafter at a variable per
annum rate of interest, reset quarterly, equal to LIBOR (as defined in the
Declaration) plus 1.42% (the "Variable Rate" and together with the Fixed Rate,
the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital
Security (provided, however, that the Coupon Rate for any Distribution Payment
Period may not exceed the highest rate permitted by New York law, as the same
may be modified by United States law of general applicability), such Coupon Rate
being the rate of interest payable on the Debentures to be held by the
Institutional Trustee. Distributions in arrears for more than one quarterly
period will bear interest thereon compounded quarterly at the then applicable
Coupon Rate for each such quarterly period (to the extent permitted by
applicable law). The term "Distributions" as used herein includes cash
distributions, any such compounded distributions and any Additional Interest
payable on the Debentures unless otherwise stated. A Distribution is payable
only to the extent that payments are made in respect of the Debentures held by
the Institutional Trustee and to the extent the Institutional Trustee has funds
legally available in the Property Account therefor. During the Fixed Rate
Period, the amount of Distributions payable for any Distribution Payment Period
will be computed for any full quarterly Distribution Payment Period on the basis
of a 360-day year of twelve 30-day months and the amount payable for any partial
period shall be computed on the basis of the number of days elapsed in a 360-day
year of twelve 30-day months. Upon expiration of the Fixed Rate Period,
distributions will be computed on the basis of a 360-day year and the actual
number of days elapsed in the relevant Distribution Payment Period.

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



                                     A-1-5
<PAGE>

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

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



                                     A-1-6

<PAGE>


                                   ASSIGNMENT

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

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

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

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

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

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

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

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

(Insert address and zip code of assignee),

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

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

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

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

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


---------------------------
         (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         [C-001]          Number of Common Securities:  464

                    Certificate Evidencing Common Securities
                                       of
                     Cooperative Bankshares Capital Trust I

         Cooperative Bankshares Capital Trust I, a statutory trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
Cooperative Bankshares, Inc. (the "Holder") is the registered owner of 464
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust (liquidation amount $1,000 per Common Security) (the
"Common Securities"). The Common Securities represented hereby are issued
pursuant to, and the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities shall in all respects be
subject to, the provisions of the Amended and Restated Declaration of Trust of
the Trust, dated as of August 30, 2005, among Frederick Willetts, III and Todd
Sammons, as Administrators, Christiana Bank & Trust Company, as Delaware
Trustee, LaSalle Bank National Association, as Institutional Trustee, the
Holder, as Sponsor, and the holders from time to time of undivided beneficial
interests in the assets of the Trust, including the designation of the terms of
the Common Securities as set forth in Annex I to the Declaration, as the same
may be amended from time to time (the "Declaration"). Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The
Sponsor will provide a copy of the Declaration and the Indenture to the Holder
without charge upon written request to the Sponsor at its principal place of
business.

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

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

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

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

                                     A-2-2

<PAGE>



         IN WITNESS WHEREOF, the Trust has executed this certificate August 30,
2005.

                                       Cooperative Bankshares Capital Trust I


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

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


                                     A-2-3

<PAGE>



                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Common Security will be payable at a
fixed rate of 5.74% (the "Fixed Rate") per annum from August 30, 2005 until
September 15, 2010 (the "Fixed Rate Period") and thereafter at a variable per
annum rate of interest, reset quarterly, equal to LIBOR (as defined in the
Declaration) plus 1.42% (the "Variable Rate" and together with the Fixed Rate,
the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital
Security (provided, however, that the Coupon Rate for any Distribution Payment
Period may not exceed the highest rate permitted by New York law, as the same
may be modified by United States law of general applicability), such Coupon Rate
being the rate of interest payable on the Debentures to be held by the
Institutional Trustee. Distributions in arrears for more than one quarterly
period will bear interest thereon compounded quarterly at the then applicable
Coupon Rate for each such quarterly period (to the extent permitted by
applicable law). The term "Distributions" as used herein includes cash
distributions, any such compounded distributions and any Additional Interest
payable on the Debentures unless otherwise stated. A Distribution is payable
only to the extent that payments are made in respect of the Debentures held by
the Institutional Trustee and to the extent the Institutional Trustee has funds
legally available in the Property Account therefor. During the Fixed Rate
Period, the amount of Distributions payable for any period will be computed for
any full quarterly Distribution period on the basis of a 360-day year of twelve
30-day months and the amount payable for any partial period shall be computed on
the basis of the number of days elapsed in a 360-day year of twelve 30-day
months. Upon expiration of the Fixed Rate Period, distribution will be computed
on the basis of a 360-day year and the actual number of days elapsed in the
relevant Distribution Payment Period.

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

                                     A-2-4
<PAGE>

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

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

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



                                     A-2-5

<PAGE>



                                   ASSIGNMENT

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

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

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

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


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

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

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

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


(Insert address and zip code of assignee),

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

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

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

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

                  Signature Guarantee:(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
</TEXT>
</DOCUMENT>
