Usabancorp Capital Trust I, et al. – ‘424B1’ on 4/29/98

As of:  Wednesday, 4/29/98   ·   Accession #:  893220-98-814   ·   File #s:  333-50225, -01

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Prospectus   —   Rule 424(b)(1)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus                                            53    295K 

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$34,500,000 

USBANCORP CAPITAL TRUST I 
BLUS(SM)

8.45% BENEFICIAL UNSECURED SECURITIES, SERIES A 

(LIQUIDATION AMOUNT $25 PER CAPITAL SECURITY) 
FULLY AND UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY 

[USBANCORP LOGO]

The 8.45% Beneficial Unsecured Securities, Series A (the "Series A Capital      
Securities"), offered hereby represent beneficial ownership interests in        
USBANCORP Capital Trust I, a statutory business trust created under the laws of 
the State of Delaware (the "Issuer"). USBANCORP, Inc., a Pennsylvania           
corporation (the "Corporation"), will be the owner of all the beneficial        
ownership interests represented by common securities of the Issuer (the "Series 
A Common Securities" or "Common Securities" and, collectively with the Series A 
Capital Securities, the "Series A Securities"). The Bank of New York is the     
Property Trustee of the Issuer. The Issuer exists for the sole purpose of       
issuing the Series A Capital Securities and the Series A Common Securities and  
investing the proceeds thereof in approximately $35,567,025 of 8.45% Junior     
Subordinated Deferrable Interest Debentures, Series A (the "Series A            
Subordinated Debentures"), to be issued by the Corporation. The Series A        
Subordinated Debentures will mature on June 30, 2028. The Series A Capital      
Securities will have a preference under certain circumstances with respect to   
cash distributions and amounts payable on liquidation or redemption over the    
Series A Common Securities. See "Description of Series A Capital Securities --  
Subordination of Common Securities."                                            

Holders of the Series A Capital Securities will be entitled to receive  
cumulative cash distributions accruing from the date of original issuance and   
payable quarterly in arrears on the last day of March, June, September and      
December of each year, commencing June 30, 1998, at the annual rate of 8.45% on 
the Liquidation Amount (as defined herein) of $25 per Series A Capital Security 
("Distributions"). Subject to certain exceptions, as described herein, the      
Corporation has the right to defer payment of interest on the Series A          
Subordinated Debentures at any time or from time to time for a period not       
exceeding 20 consecutive quarterly periods with respect to each deferral period 
(each, an "Extension Period"), provided that no Extension Period may extend     
beyond the Stated Maturity of the Series A Subordinated Debentures. Upon the    
termination of any such Extension Period and the payment of all interest then   
accrued and unpaid (together with interest thereon at the rate of 8.45% per     
annum, compounded quarterly, to the extent permitted by applicable law), the    
Corporation may elect to begin a new Extension Period subject to the            
requirements set forth herein. If interest                                      

                                                          Continued on next page

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

 SEE "RISK FACTORS" BEGINNING ON PAGE 9 HEREOF FOR CERTAIN INFORMATION
RELEVANT TO AN INVESTMENT IN THE SERIES A CAPITAL SECURITIES.                   
------------------

THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT    
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL  
AGENCY.                                                                         
------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION 
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------

                                                        [Enlarge/Download Table]
                                                                                                                                 
=================================================================================================================================
                                                      INITIAL PUBLIC               UNDERWRITING              PROCEEDS TO THE     
                                                    OFFERING PRICE(1)             COMMISSIONS(2)             ISSUER(1)(3)(4)     
---------------------------------------------------------------------------------------------------------------------------------
   Per Series A Capital Security............              $25.00                       (3)                        $25.00         
   Total....................................           $34,500,000                     (3)                     $34,500,000       
=================================================================================================================================

(1) Plus accrued Distributions, if any, from April 30, 1998 to the date of      
delivery.                                                               

(2) The Issuer and the Corporation have each agreed to indemnify the several    
 Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."                 

(3) In view of the fact that the proceeds of the sale of the Series A Capital   
Securities will be invested in the Series A Subordinated Debentures, the
   Corporation has agreed to pay to the Underwriters as compensation for their
    arranging the investment therein of such proceeds $0.81 per Series A Capital
Security (or $1,117,800 in the aggregate). See "Underwriting."          

(4) Expenses of the offering, which are payable by the Corporation, are         
estimated to be $250,000.                                               

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

   The Series A Capital Securities offered hereby are offered severally by the
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected  
that the Series A Capital Securities will be ready for delivery in book-entry   
form only through the facilities of The Depository Trust Company in New York,   
New York, on or about April 30, 1998, against payment therefor in immediately   
available funds.                                                                

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

CIBC OPPENHEIMER                                          LEGG MASON WOOD WALKER
                                                INCORPORATED

The date of this Prospectus is April 27, 1998 

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  CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SERIES A CAPITAL  
SECURITIES, INCLUDING SYNDICATE COVERING TRANSACTIONS AND THE IMPOSITION OF A   
PENALTY BID. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."         

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

(cover page continued)                                                          

payments on the Series A Subordinated Debentures are so deferred, distributions 
on the Series A Capital Securities will also be deferred and the Corporation    
will not be permitted, subject to certain exceptions described herein, to       
declare or pay any cash distributions with respect to the Corporation's capital 
stock or debt securities that rank pari passu with or junior to the Series A    
Subordinated Debentures. During an Extension Period, interest on the Series A   
Subordinated Debentures will continue to accrue (and the amount of Distributions
to which holders of the Series A Capital Securities are entitled will           
accumulate) at the rate of 8.45% per annum, compounded quarterly from the       
relevant payment date for such interest, and holders of Series A Capital        
Securities will be required to accrue interest income for United States federal 
income tax purposes. See "Description of Series A Subordinated                  
Debentures -- Option to Defer Interest Payments" and "Certain Federal Income Tax
Consequences -- Interest Income and Original Issue Discount."                   

    The Series A Subordinated Debentures are unsecured and subordinated to all
Senior Debt (as defined herein). Substantially all of the Corporation's existing
indebtedness constitutes Senior Debt. Because the Corporation is a holding      
company, the right of the Corporation to participate in any distribution of     
assets of any subsidiary, including, United States National Bank in Johnstown   
("U.S. Bank") and Three Rivers Bank and Trust Company ("Three Rivers Bank"),    
upon such subsidiary's liquidation or reorganization or otherwise, is subject to
the prior claims of creditors of that subsidiary, except to the extent that the 
Corporation may itself be recognized as a creditor of that subsidiary.          
Accordingly, the Series A Subordinated Debentures (and therefore the Series A   
Capital Securities) will be effectively subordinated to all existing and future 
liabilities of the Corporation's subsidiaries, and holders thereof should only  
look to the assets of the Corporation for payments on the Series A Subordinated 
Debentures. See "Description of Junior Subordinated Debentures --               
Subordination".                                                                 

 The Corporation has, through the Series A Guarantee, the Series A Trust
Agreement, the Series A Subordinated Debentures and the Indenture (each as      
defined herein), taken together, fully, irrevocably and unconditionally         
guaranteed all of the Issuer's obligations under the Series A Capital           
Securities. See "Relationship Among the Series A Securities, the Series A       
Subordinated Debentures and the Series A Guarantees -- Full and Unconditional   
Guarantee." The Series A Guarantee of the Corporation (the "Series A Guarantee")
guarantees the payment of Distributions and payments on liquidation of the      
Issuer or redemption of the Series A Capital Securities, but only in each case  
to the extent of funds held by the Issuer, as described herein. See "Description
of Series A Guarantee." If the Corporation does not make interest payments on   
the Series A Subordinated Debentures held by the Issuer, the Issuer will have   
insufficient funds to pay Distributions on the Series A Capital Securities. The 
Series A Guarantee does not cover payment of Distributions when the Issuer has  
insufficient funds to pay such Distributions. In such event, a holder of Series 
A Capital Securities may institute a legal proceeding directly against the      
Corporation pursuant to the terms of the Indenture to enforce payment of amounts
equal to such Distributions to such holder. See "Description of Junior          
Subordinated Debentures -- Enforcement of Certain Rights by Holders of Series A 
Capital Securities." The obligations of the Corporation under the Series A      
Guarantee are subordinate and junior in right of payment to all Senior Debt of  
the Corporation.                                                                

 The Series A Capital Securities are subject to mandatory redemption, in
whole or in part, upon repayment of the Series A Subordinated Debentures at     
their Stated Maturity or earlier redemption. Subject to the Corporation having  
received prior approval of the Board of Governors of the Federal Reserve System 
(the "Federal Reserve") to do so if then required under applicable capital      
guidelines or policies, the Series A Subordinated Debentures are redeemable     
prior to their Stated Maturity at the option of the Corporation (i) on or after 
June 30, 2003, in whole at any time or in part from time to time, or (ii) at any
time in certain circumstances as described under "Description of Series A       
Subordinated Debentures -- Conditional Right to                                 

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Redeem upon a Tax Event or Capital Treatment Event," in whole (but not in part),
within 90 days following the occurrence of a Tax Event or Capital Treatment     
Event. See "Description of Series A Capital Securities -- Redemption" and       
"Description of Series A Subordinated Debentures -- Redemption."                

  The Corporation will have the right at any time to terminate the Issuer,
subject to the Corporation having received prior approval of the Federal Reserve
to do so if then required under applicable capital guidelines or policies. See  
"Description of Series A Capital Securities -- Liquidation of Issuer and        
Distribution of Series A Subordinated Debentures to Holders." In the event of   
the termination of the Issuer, after satisfaction of liabilities to creditors of
the Issuer as required by applicable law, the holders of the Series A Capital   
Securities will be entitled to receive $25 per Series A Capital Security (the   
"Liquidation Amount") plus accumulated and unpaid Distributions thereon to the  
date of payment, which may be in the form of a distribution of such amount in   
Series A Subordinated Debentures in exchange therefor, subject to certain       
exceptions. See "Description of Series A Capital Securities -- Liquidation      
Distribution Upon Termination".                                                 

   The Series A Capital Securities will be represented by one or more global
certificates registered in the name of The Depository Trust Company ("DTC") or  
its nominee. Beneficial interests in the Series A Capital Securities will be    
shown on, and transfers thereof will be effected only through, records          
maintained by DTC and its participants ("Participants"). Except as described    
herein, Series A Capital Securities in certificated form will not be issued in  
exchange for the global certificates. See "Description of Series A Capital      
Securities -- Registration of Series A Capital Securities."                     

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

As used herein, (i) the "Indenture" means the Junior Subordinated     
Indenture, dated as of April 1, 1998, as amended and supplemented from time to  
time, between the Corporation and The Bank of New York, as trustee (the         
"Debenture Trustee"), and (ii) the "Series A Trust Agreement" means the Trust   
Agreement as amended and restated by the Amended and Restated Trust Agreement   
relating to the Issuer among the Corporation, as Depositor, The Bank of New     
York, as Property Trustee (the "Property Trustee"), The Bank of New York        
(Delaware), as Delaware Trustee (the "Delaware Trustee"), the Administrative    
Trustees named therein (collectively, with the Property Trustee and Delaware    
Trustee, the "Issuer Trustees") and the holders of the Series A Capital         
Securities and the Series A Common Securities.                                  

AVAILABLE INFORMATION 

The Corporation is subject to the information requirements of the     
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in        
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy  
statements and other information can be inspected and copied at the public      
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,    
Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the      
Commission located at 7 World Trade Center, 13th Floor, Suite 1300, New York,   
New York 10048 and Suite 1400, Citicorp Center, 14th Floor, 500 West Madison    
Street, Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 02549. Such material  
may also be accessed electronically by means of the Commission's home page on   
the internet at http://www.sec.gov. In addition, such reports, proxy statements 
and other information concerning the Corporation can be inspected at the offices
of the National Association of Securities Dealers, Inc., 1735 K Street N.W.,    
Washington, D.C. 20006.                                                         

The Corporation and the Issuer have filed with the Commission a       
Registration Statement on Form S-3 (together with all amendments and exhibits   
thereto, the "Registration Statement") under the Securities Act of 1933, as     
amended (the "Securities Act"), with respect to the securities offered hereby.  
This Prospectus does not contain all the information set forth in the           
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. For further information with    
respect to the Corporation and the securities offered hereby, reference is made 
to the Registration Statement and the exhibits and the financial statements,    
notes and schedules filed as a part thereof or incorporated by reference        
therein, which may be inspected at the public reference facilities of the       
Commission at the addresses set forth above or through the Commission's home    
page on the Internet. Statements made in this Prospectus concerning the contents
of any documents referred to herein are not necessarily complete, and in each   
instance are qualified in all respects by reference to the copy of such document
filed as an exhibit to the Registration Statement.                              

   No separate financial statements of the Issuer have been included herein.
The Corporation and the Issuer do not consider that such financial statements   
would be material to holders of the Series A Capital Securities because the     
Issuer is a newly formed special purpose entity, has no operating history or    
independent operations and is not engaged in and does not propose to engage in  
any activity other than holding as trust assets the Series A Subordinated       
Debentures of the Corporation and issuing the Series A Capital Securities. See  
"The Issuer," "Description of Series A Capital Securities," "Description of     
Series A Subordinated Debentures" and "Description of Series A Guarantee." In   
addition, the Corporation does not expect that the Issuer will be filing reports
under the Exchange Act with the Commission.                                     

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

  The following documents filed by the Corporation with the Commission are
incorporated into this Prospectus by reference:                                 

       1. Annual Report on Form 10-K for the year ended December 31, 1997.

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     Each document or report filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the   
termination of any offering of securities made by this Prospectus shall be      
deemed to be incorporated by reference into this Prospectus and to be a part of 
this Prospectus from the date of filing of such document. Any statement         
contained herein, or in a document all or a portion of which is incorporated or 
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained herein or in any other subsequently filed     
document which also is or is deemed to be incorporated by reference herein      
modifies or supersedes such statement. Any such statement so modified or        
superseded shall not be deemed, except as so modified or superseded, to         
constitute a part of the Registration Statement or this Prospectus.             

The Corporation will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy  
of any or all of the foregoing documents incorporated by reference herein (other
than exhibits not specifically incorporated by reference into the texts of such 
documents). Requests for such documents should be directed to: USBANCORP, Inc., 
P.O. Box 430, Main and Franklin Streets, Johnstown, Pennsylvania 15907-0430,    
Attention: Chief Financial Officer, telephone number (814) 533-5310.            

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SUMMARY 

 The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus.                             

USBANCORP, INC. 

The Corporation is a Pennsylvania corporation and bank holding company
headquartered in Johnstown, Pennsylvania and is the holding company for United  
States National Bank in Johnstown ("U.S. Bank") and Three Rivers Bank & Trust   
Company ("Three Rivers Bank"). At December 31, 1997, the Corporation had total  
consolidated assets, deposits and shareholders' equity of $2.24 billion, $1.14  
billion and $158 million, respectively.                                         

     U.S. Bank is a national banking association organized under the laws of the
United States. Through 20 locations in Cambria, Clearfield, Somerset, and       
Westmoreland Counties, Pennsylvania, U.S. Bank conducts a general banking       
business. Three Rivers Bank is a state bank organized under Pennsylvania law.   
Through 23 locations in Allegheny and Washington Counties, Pennsylvania, Three  
Rivers Bank conducts a general banking business.                                

RECENT DEVELOPMENTS 

The Corporation's net income for the quarter ended March 31, 1998 was 
$5,695,000 or $1.15 on a diluted per share basis compared to net income of      
$5,668,000 or $1.10 per diluted share for the quarter ended March 31, 1997.     
Earnings per share grew at a faster rate than net income due to the             
Corporation's on-going treasury stock repurchase program. The Corporation's     
return on equity averaged 14.6% in the first quarter of 1998 compared to a      
return on equity of 14.9% in the first quarter of 1997. The Corporation's return
on assets was 1.03% in the first quarter of 1998. At March 31, 1998, the        
Corporation had consolidated assets, net loans, deposits and shareholders'      
equity of $2.21 billion, $1.02 billion, $1.17 billion and $155.7 million,       
respectively. At December 31, 1997, the Corporation had consolidated assets, net
loans, deposits and shareholders' equity of $2.24 billion, $989.6 million, $1.14
billion and $158.2 million, respectively.                                       

USBANCORP CAPITAL TRUST I 

     The Issuer is a statutory business trust formed under Delaware law pursuant
to (i) the Series A Trust Agreement executed by the Corporation, as Sponsor, The
Bank of New York, as Property Trustee, The Bank of New York (Delaware), as      
Delaware Trustee and the three individual Administrative Trustees named therein,
and (ii) the filing of a certificate of trust with the Delaware Secretary of    
State on April 15, 1998. The Issuer's business and affairs are conducted by the 
Issuer Trustees: the Property Trustee, the Delaware Trustee, and the three      
individual Administrative Trustees who are employees or officers of or          
affiliated with the Corporation. The Issuer exists for the exclusive purposes of
(i) issuing and selling the Series A Capital Securities and the Series A Common 
Securities, (ii) using the proceeds from the sale of the Series A Capital       
Securities and the Series A Common Securities to acquire the Series A           
Subordinated Debentures issued by the Corporation and (iii) engaging in only    
those other activities necessary or incidental thereto (such as registering the 
transfer of the Series A Capital Securities and the Series A Common Securities).
Accordingly, the Series A Subordinated Debentures will be the sole assets of the
Issuer, and payments under the Series A Subordinated Debentures will be the sole
revenue of the Issuer. All of the Series A Common Securities will be owned by   
the Corporation.                                                                

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THE OFFERING

Securities Offered.........  1,380,000 Series A Capital Securities              

Offering Price.............  $25.00 per Capital Security plus accumulated       
                     Distributions, if any, from April 30, 1998.

Distributions..............  The Distributions payable on each Series A Capital 
                             Security will be fixed at a rate per annum of 8.45%
                       of the Liquidation Amount of $25 per Series A
                           Capital Security, will be cumulative, will accrue
                           from the date of issuance of the Series A Capital
                      Securities, and will be payable quarterly in
                           arrears on the last day of March, June, September
                           and December of each year, commencing on June 30,
                         1998 (subject to possible deferral as described
                            below) and on the Stated Maturity Date. The amount
                             of each Distribution due with respect to the Series
                           A Capital Securities will include amounts accrued
                           through the date the Distribution payment is due.
              See "Description of Series A Capital
       Securities -- Distributions."

Extension Periods..........  Distributions on Series A Capital Securities will  
                       be deferred for the duration of any Extension
                           Period elected by the Corporation with respect to
                 the payment of interest on the Series A
                           Subordinated Debentures. No Extension Period will
                           exceed 20 consecutive quarterly periods, end on a
                            date other than an Interest Payment Date or extend
                           beyond the Stated Maturity Date. See "Description
                          of Series A Subordinated Debentures -- Option to
                            Extend Interest Payment Date" and "Certain Federal
                        Income Tax Consequences -- Interest Income and
   Original Issue Discount."

Ranking....................  The Series A Capital Securities will rank pari     
                            passu, and payments thereon will be made pro rata,
                        with the Common Securities except as described
                under "Description of Series A Capital
                            Securities -- Subordination of Common Securities."
                             The Series A Subordinated Debentures will rank pari
                             passu with all other junior subordinated debentures
                            to be issued by the Corporation with substantially
                            similar subordination terms and which have been or
                         may be issued and sold to any other trust, or a
                            trustee of such trust, partnership or other entity
                             affiliated with the Corporation that is a financing
                           vehicle of the Corporation (a "financing entity")
                             established or to be established by the Corporation
                             and will be unsecured and subordinate and junior in
                          right of payment to the extent and in the manner
                           set forth in the Indenture to all Senior Debt (as
                 defined herein) of the Corporation. See
                            "Description of Series A Subordinated Debentures."
                          The Series A Guarantee will rank pari passu with
                            all other guarantees issued or to be issued by the
                        Corporation with respect to capital securities
                          issued or to be issued by a financing entity and
                        will constitute an unsecured obligation of the
                             Corporation and will rank subordinate and junior in
                          right of payment to the extent and in the manner
                            set forth in the Guarantee Agreement to all Senior
                             Debt of the Corporation. See "Description of Series
                            A Guarantee." In addition, because the Corporation
                         is a holding company, the Series A Subordinated
                       Debentures and the Series A Guarantee will be
                             effectively subordinated to all existing and future
                        liabilities of the Corporation's subsidiaries,
                            including the deposit liabilities of U.S. Bank and
                         Three Rivers Bank. See "Description of Series A
                    Subordinated Debentures -- Subordination."

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Redemption.................  The Series A Capital Securities will be subject to 
                             mandatory redemption, (i) in whole but not in part,
                           on the Stated Maturity Date upon repayment of the
                             Series A Subordinated Debentures, (ii) in whole but
                          not in part, at any time prior to June 30, 2003,
                           contemporaneously with the optional prepayment of
                     the Series A Subordinated Debentures by the
                             Corporation upon the occurrence and continuation of
                             a Tax Event or Capital Treatment Event and (iii) in
                      whole or in part, on or after June 30, 2003,
                           contemporaneously with the optional prepayment by
                      the Corporation of the Series A Subordinated
                          Debentures. See "Description of Series A Capital
    Securities -- Redemption."

Absence of Market for the                                                       
Series A Capital                                                            
  Securities...............  The Series A Capital Securities will be a new issue
                       of securities for which there currently is no
                           market. The Series A Capital Securities have been
                       approved for quotation on the Nasdaq National
                            Market. The Series A Capital Securities will trade
                       under the symbol "UBANP." See "Underwriting."
                            Although the underwriters have informed the Issuer
                             and the Corporation that they each currently intend
                  to make a market in the Series A Capital
                           Securities, the underwriters are not obligated to
                  do so, and any such market making may be
                  discontinued at any time without notice.
                          Accordingly, there can be no assurance as to the
                        development or liquidity of any market for the
      Series A Capital Securities.

Use of Proceeds............  The proceeds to the Issuer from the sale of the    
                             Series A Capital Securities will be invested by the
                             Issuer in the Series A Subordinated Debentures. The
                          Corporation intends to use the net proceeds from
                          the sale of the Series A Subordinated Debentures
                       for general corporate purposes, including the
                          repayment of debt, the repurchase of Corporation
                         common stock and investments in and advances to
                          Corporation subsidiaries. See "Use of Proceeds."

ERISA Considerations.......  For a discussion of certain restrictions on        
                purchases, see "ERISA Considerations."

Risk Factors...............  For a discussion of considerations relevant to an  
                            investment in the Series A Capital Securities, see
"Risk Factors."       

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RISK FACTORS

    Prospective purchasers of the Series A Capital Securities should carefully
review the information contained elsewhere in this Prospectus and should        
particularly consider the following matters. In addition, because holders of    
Series A Capital Securities may receive Series A Subordinated Debentures in     
exchange therefor upon liquidation of the Issuer, prospective purchasers of     
Series A Capital Securities are also making an investment decision with regard  
to the Series A Subordinated Debentures and should carefully review all the     
information regarding the Series A Subordinated Debentures contained herein.    

RANKING OF SUBORDINATED OBLIGATIONS UNDER THE SERIES A GUARANTEE AND THE SERIES 
A SUBORDINATED DEBENTURES                                                       

   The obligations of the Corporation under the Series A Guarantee issued by
the Corporation for the benefit of the holders of Series A Capital Securities   
and under the Series A Subordinated Debentures are unsecured and rank           
subordinate and junior in right of payment to all Senior Debt of the            
Corporation. Substantially all of the Corporation's existing indebtedness       
constitutes Senior Debt. Because the Corporation is a holding company, the right
of the Corporation to participate in any distribution of the assets of any      
subsidiary, including the U.S. Bank and Three Rivers Bank, upon such            
subsidiary's liquidation or reorganization or otherwise, is subject to the prior
claims of creditors of that subsidiary, except to the extent that the           
Corporation may itself be recognized as a creditor of that subsidiary. There are
various legal limitations on the extent to which certain of the Corporation's   
subsidiaries may extend credit, pay dividends or otherwise supply funds to, or  
engage in transactions with, the Corporation or certain of its other            
subsidiaries. Accordingly, the Series A Subordinated Debentures and the Series A
Guarantee will be effectively subordinated to all existing and future           
liabilities of the Corporation's subsidiaries, and holders of Series A          
Subordinated Debentures and beneficiaries of the Series A Guarantee should look 
only to the assets of the Corporation for payments on the Series A Subordinated 
Debentures or under the Series A Guarantee, as the case may be. See "USBANCORP, 
Inc." None of the Indenture, the Series A Guarantee or the Series A Trust       
Agreement places any limitation on the amount of secured or unsecured debt,     
including Senior Debt, that may be incurred by the Corporation. See "Description
of Series A Guarantee -- Status of the Guarantee" and "Description of Series A  
Subordinated Debentures -- Subordination."                                      

The ability of the Issuer to pay amounts due on the Series A Capital  
Securities is solely dependent upon the Corporation's making payments on the    
Series A Subordinated Debentures as and when required.                          

OPTION TO DEFER INTEREST PAYMENT; TAX CONSEQUENCES; MARKET PRICE CONSEQUENCES   

So long as no event of default under the Indenture has occurred and is
continuing, the Corporation has the right under the Indenture to defer payment  
of interest on the Series A Subordinated Debentures at any time or from time to 
time for a period not exceeding 20 consecutive quarterly periods with respect to
each Extension Period, provided that no Extension Period may extend beyond the  
Stated Maturity of the Series A Subordinated Debentures. As a consequence of any
such deferral, quarterly Distributions on the Series A Capital Securities by the
Issuer will also be deferred (and the amount of Distributions to which holders  
of the Series A Capital Securities are entitled will accumulate additional      
Distributions thereon at the rate of 8.45% per annum, compounded quarterly from 
the relevant payment date for such Distributions) during any such Extension     
Period. During any such Extension Period, the Corporation may not, and may not  
permit any subsidiary of the Corporation to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment   
with respect to, any of the Corporation's capital stock, (ii) make any payment  
of principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities of the Corporation (including other series of Junior            
Subordinated Debentures) that rank pari passu with or junior in interest to the 
Series A Subordinated Debentures or (iii) make any guarantee payments with      
respect to any guarantee by the Corporation of the debt securities of any       
subsidiary of the Corporation if such guarantee ranks pari passu with or junior 
in interest to the Series A Subordinated Debentures (other than (a) dividends or
distributions in capital stock of the Corporation, (b) any declaration of a     
dividend in connection with the implementation of a shareholders' rights plan or
the redemption or repurchase of any such rights pursuant thereto, (c) payments  
under the Series A Guarantee and (d) purchases of common stock related to the   
issuance of common stock or                                                     

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rights under any of the Corporation's benefit plans for its directors, officers 
or employees, related to the issuance of common stock or rights under a dividend
reinvestment and stock purchase plan, or related to the issuance of common stock
(or securities convertible into or exchangeable for common stock) as            
consideration in an acquisition transaction that was entered into prior to the  
commencement of such Extension Period). Prior to the termination of any such    
Extension Period, the Corporation may further defer the payment of interest,    
provided that no Extension Period may exceed 20 consecutive quarterly periods or
extend beyond the Stated Maturity of the Series A Subordinated Debentures. Upon 
the termination of any Extension Period and the payment of all interest then    
accrued and unpaid (together with interest thereon at the rate of 8.45% per     
annum, compounded quarterly from the interest payment date for such interest, to
the extent permitted by applicable law), the Corporation may elect to begin a   
new Extension Period subject to the above requirements. There is no limitation  
on the number of times that the Corporation may elect to begin an Extension     
Period. See "Description of Series A Capital Securities -- Distributions" and   
"Description of Series A Subordinated Debentures -- Option to Defer Interest    
Payments."                                                                      

   Should an Extension Period occur, a holder of Series A Capital Securities
will be required to accrue income (in the form of original issue discount) in   
respect of its pro rata share of the Series A Subordinated Debentures held by   
the Issuer for United States federal income tax purposes. As a result, a holder 
of Series A Capital Securities will be required to include such income in gross 
income for United States federal income tax purposes in advance of the receipt  
of cash attributable to such income, and will not receive the cash related to   
such income from the Issuer if the holder disposes of the Series A Capital      
Securities prior to the record date for the payment of Distributions. See       
"Certain Federal Income Tax Consequences -- Interest Income and Original Issue  
Discount" and "-- Sales or Redemption of Series A Capital Securities."          

   The Corporation has no current intention of exercising its right to defer
payments of interest on the Series A Subordinated Debentures. However, should   
the Corporation elect to exercise such right in the future, the market price of 
the Series A Capital Securities is likely to be affected. A holder that disposes
of its Series A Capital Securities during an Extension Period, therefore, might 
not receive the same return on its investment as a holder that continues to hold
its Series A Capital Securities.                                                

REDEMPTION UPON TAX EVENT OR CAPITAL TREATMENT EVENT                            

  Upon the occurrence and continuation of a Tax Event or Capital Treatment
Event (whether occurring before or after June 30, 2003), the Corporation has the
right if certain conditions are met, to redeem the Series A Subordinated        
Debentures in whole (but not in part) within 90 days following the occurrence of
such Tax Event or Capital Treatment Event and thereby cause a mandatory         
redemption of the Series A Capital Securities. The exercise of such right is    
subject to the Corporation's having received prior approval of the Federal      
Reserve to do so if then required under applicable capital guidelines or        
policies. See "Description of Series A Subordinated Debentures -- Conditional   
Right to Redeem upon a Tax Event or Capital Treatment Event" and "Description of
Series A Capital Securities -- Redemption or Exchange."                         

A "Tax Event" means the receipt by the Issuer 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 proposed change) in, the laws (or any        
regulations thereunder) of the United States or any political subdivision or    
taxing authority thereof or therein, or as a result of any official             
administrative pronouncement or judicial decision interpreting or applying such 
laws or regulations, which amendment or change is effective or which proposed   
change, pronouncement or decision is announced on or after the date of issuance 
of the Series A Capital Securities under the Series A Trust Agreement, there is 
more than an insubstantial risk that (i) the Issuer is, or will be within 90    
days of the date of such opinion, subject to United States federal income tax   
with respect to income received or accrued on the Series A Subordinated         
Debentures, (ii) interest payable by the Corporation on the Series A            
Subordinated Debentures is not, or within 90 days of the date of such opinion,  
will not be, deductible by the Corporation, in whole or in part, for United     
States federal income tax purposes or (iii) the Issuer is, or will be within 90 
days of the date of the opinion, subject to more than a de minimis amount of    
other taxes, duties or other governmental charges. With respect to Series A     
Subordinated Debentures which are no longer held by the Issuer or another       
issuer, "Tax Event" means the receipt by the Corporation of an opinion of       
counsel experienced in such matters to the effect that, as a result of any      
amendment to, or change (including                                              

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any announced proposed change) in, the laws (or any regulations thereunder) of  
the United States or any political subdivision or taxing authority thereof or   
therein, or as a result of any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment or  
change is effective or which proposed change, pronouncement or decision is      
announced on or after the date of issuance of the Series A Subordinated         
Debentures under the Indenture, there is more than an insubstantial risk that   
interest payable by the Corporation on the Series A Subordinated Debentures is  
not, or within 90 days of the date of such opinion will not be, deductible by   
the Corporation, in whole or in part, for United States federal income tax      
purposes (each of the circumstances referred to in clauses (i), (ii) and (iii)  
of the preceding sentence and the circumstances referred to in this sentence    
being referred to herein as an "Adverse Tax Consequence").                      

A "Capital Treatment Event" means the reasonable determination by the 
Corporation that, as a result of any amendment to, or change (including any     
proposed change) in, the laws (or any regulations thereunder) of the United     
States or any political subdivision thereof or therein, or as a result of any   
official or administrative pronouncement or action or judicial decision         
interpreting or applying such laws or regulations, which amendment or change is 
effective or which proposed change, pronouncement, action or decision is        
announced on or after the date of issuance of the Series A Capital Securities   
under the Series A Trust Agreement, there is more than an insubstantial risk    
that the Corporation will not be entitled to treat an amount equal to the       
Liquidation Amount of the Series A Capital Securities as "Tier 1 Capital" (or   
the then equivalent thereof) for purposes of the capital adequacy guidelines of 
the Federal Reserve, as then in effect and applicable to the Corporation.       

EXCHANGE OF SERIES A CAPITAL SECURITIES FOR SERIES A SUBORDINATED DEBENTURES    

 The Corporation will have the right at any time to terminate the Issuer
and, after satisfaction of liabilities to creditors of the Issuer as required by
applicable law, cause the Series A Subordinated Debentures to be distributed to 
the holders of the Series A Capital Securities in exchange therefor upon        
liquidation of the Issuer. The exercise of such right is subject to the         
Corporation having received prior approval of the Federal Reserve if then       
required under applicable capital guidelines or policies. See "Description of   
Series A Capital Securities -- Liquidation of Issuer and Distribution of Series 
A Subordinated Debentures to Holders" and "Description of Series A              
Securities -- Redemption or Exchange."                                          

    Under current United States federal income tax law and interpretations and
assuming, as expected, the Issuer is classified as a grantor trust for such     
purposes, a distribution of the Series A Subordinated Debentures upon a         
liquidation of the Issuer should not be a taxable event to holders of the Series
A Capital Securities. However, if a Tax Event were to occur which would cause   
the Issuer to be subject to United States federal income tax with respect to    
income received or accrued on the Series A Subordinated Debentures, a           
distribution of the Series A Subordinated Debentures by the Issuer could be a   
taxable event to the Issuer and the holders of the Series A Capital Securities. 
See "Certain Federal Income Tax Consequences -- Distribution of Series A        
Subordinated Debentures to Holders of Series A Capital Securities."             

MARKET PRICES                                                                   

There can be no assurance as to the market prices for Series A Capital
Securities or Series A Subordinated Debentures that may be distributed in       
exchange for Series A Capital Securities upon liquidation of the Issuer.        
Accordingly, the Series A Capital Securities that an investor may purchase,     
whether pursuant to the offer made hereby or in the secondary market, or the    
Series A Subordinated Debentures that a holder of Series A Capital Securities   
may receive on liquidation of the Issuer, may trade at a discount to the price  
that the investor paid to purchase the Series A Capital Securities offered      
hereby. As a result of the existence of the Corporation's right to defer        
interest payments, the market price of the Series A Capital Securities (which   
represent beneficial ownership interests in the Issuer) may be more volatile    
than the market prices of other securities that are not subject to such optional
deferrals. See "Description of Series A Subordinated Debentures" and            
"Description of Series A Subordinated Debentures."                              

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RIGHTS UNDER THE SERIES A GUARANTEE                                             

  The Series A Guarantee guarantees to the holders of the Series A Capital
Securities the following payments, to the extent not paid by the Issuer: (i) any
accumulated and unpaid Distributions required to be paid on the Series A Capital
Securities, to the extent that the Issuer has funds on hand available therefor  
at such time, (ii) the redemption price with respect to any Series A Capital    
Securities called for redemption, to the extent that the Issuer has funds on    
hand available therefor at such time, and (iii) upon a voluntary or involuntary 
dissolution, winding up or liquidation of the Issuer (unless the Series A       
Subordinated Debentures are distributed to holders of the Series A Capital      
Securities), the lesser of (a) the aggregate of the Liquidation Amount and all  
accumulated and unpaid Distributions to the date of payment, to the extent that 
the Issuer has funds on hand available therefor at such time, and (b) the amount
of assets of the Issuer remaining available for distribution to holders of the  
Series A Capital Securities after payment of creditors of the Issuer as required
by applicable law. The Series A Guarantee will be qualified as an indenture     
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").  
The Bank of New York will act as the indenture trustee under the Series A       
Guarantee (the "Guarantee Trustee") for the purpose of compliance with the Trust
Indenture Act and will hold the Series A Guarantee for the benefit of the       
holders of the Series A Capital Securities. The Bank of New York will also act  
as Debenture Trustee for the Series A Subordinated Debentures and as Property   
Trustee under the Indenture and The Bank of New York (Delaware) will act as     
Delaware Trustee under the Series A Trust Agreement.                            

 The Series A Guarantee is subordinate as described under "-- Ranking of
Subordinated Obligations Under the Series A Guarantee and the Series A          
Subordinated Debentures."                                                       

    The holders of not less than a majority in aggregate Liquidation Amount of
the Series A Capital Securities have the right to direct the time, method and   
place of conducting any proceeding for any remedy available to the Guarantee    
Trustee in respect of the Series A Guarantee or to direct the exercise of any   
trust power conferred upon the Guarantee Trustee under the Series A Guarantee.  
Any holder of the Series A Capital Securities may institute a legal proceeding  
directly against the Corporation to enforce its rights under the Series A       
Guarantee without first instituting a legal proceeding against the Issuer, the  
Guarantee Trustee or any other person or entity. If the Corporation were to     
default on its obligation to pay amounts payable under the Series A Subordinated
Debentures, the Issuer would lack funds for the payment of Distributions or     
amounts payable on redemption of the Series A Capital Securities or otherwise,  
and, in such event, holders of the Series A Capital Securities would not be able
to rely upon the Series A Guarantee for payment of such amounts. Instead, if an 
event of default under the Indenture shall have occurred and be continuing and  
such event is attributable to the failure of the Corporation to pay interest on 
or principal of the Series A Subordinated Debentures on the applicable payment  
date, then a holder of Series A Capital Securities may institute a legal        
proceeding directly against the Corporation pursuant to the terms of the        
Indenture for enforcement of payment to such holder of the principal of or      
interest on such Series A Subordinated Debentures having a principal amount     
equal to the aggregate Liquidation Amount of the Series A Capital Securities of 
such holder (a "Direct Action"). In connection with such Direct Action, the     
Corporation will have a right of set-off under the Indenture to the extent of   
any payment made by the Corporation to such holder of Series A Capital          
Securities in the Direct Action. Except as described herein, holders of Series A
Capital Securities will not be able to exercise directly any other remedy       
available to the holders of the Series A Subordinated Debentures or assert      
directly any other rights in respect of the Series A Subordinated Debentures.   
See "Description of Series A Subordinated Debentures -- Enforcement of Certain  
Rights by Holders of Preferred Securities," "-- Debenture Events of Default" and
"Description of Series A Guarantee." The Series A Trust Agreement provides that 
each holder of Series A Capital Securities by acceptance thereof agrees to the  
provisions of the Series A Guarantee and the Indenture.                         

LIMITED VOTING RIGHTS                                                           

   Holders of Series A Capital Securities generally will have limited voting
rights relating only to the modification of the Series A Capital Securities and 
the Series A Guarantee and the exercise of the Issuer's rights as holder of     
Series A Subordinated Debentures. Holders of Series A Capital Securities will   
not be entitled to vote to appoint, remove or replace the Property Trustee, the 
Delaware Trustee or any Administrative Trustee, and such voting rights are      
vested exclusively in the holder of the Series A Common Securities              

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except, with respect to the Property Trustee and the Delaware Trustee, upon the 
occurrence of certain events described herein. The Property Trustee, the        
Administrative Trustees and the Corporation may amend the Series A Trust        
Agreement without the consent of holders of Series A Capital Securities to      
ensure that the Issuer will not be classified for United States federal income  
tax purposes as an association or publicly traded partnership subject to        
taxation as a corporation unless such action materially and adversely affects   
the interests of such holders. See "Description of Series A Capital             
Securities -- Removal of Issuer Trustees" and "--Voting Rights; Amendment of    
Series A Trust Agreement."                                                      

TRADING CHARACTERISTICS                                                         

 The Series A Capital Securities have been approved for quotation on the
Nasdaq National Market. Although the Underwriters have indicated to the         
Corporation and the Issuer that they intend to make a market in the Series A    
Capital Securities, they are not obligated to do so and may discontinue any such
market-making activities at any time without notice. No assurance can be given  
as to the liquidity of the trading market for the Series A Capital Securities.  

The Series A Capital Securities may trade at prices that do not fully 
reflect the value of accrued and unpaid interest with respect to the underlying 
Series A Subordinated Debentures. See "Certain Federal Income Tax               
Consequences -- Interest Income and Original Issue Discount" and "-- Sales or   
Redemption of Series A Capital Securities" for a discussion of the United States
federal income tax consequences that may result from a taxable disposition of   
the Series A Capital Securities.                                                

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USBANCORP CAPITAL TRUST I 

USBANCORP Capital Trust I (the "Issuer") is a statutory business trust
created under Delaware law pursuant to (i) the Series A Trust Agreement executed
by the Corporation, as Depositor, The Bank of New York, as Property Trustee, The
Bank of New York (Delaware), as Delaware Trustee, and the Administrative        
Trustees named therein, and (ii) the filing of a certificate of trust with the  
Delaware Secretary of State on April 15, 1998. The Series A Trust Agreement will
be qualified as an indenture under the Trust Indenture Act of 1939, as amended  
(the "Trust Indenture Act"). The Issuer exists for the exclusive purposes of (i)
issuing and selling the Series A Capital Securities and Series A Common         
Securities, (ii) using the proceeds from the sale of Series A Capital Securities
and Series A Common Securities to acquire Series A Subordinated Debentures      
issued by the Corporation and (iii) engaging in only those other activities     
necessary or incidental thereto (such as registering the transfer of the Series 
A Capital Securities). Accordingly, the Series A Subordinated Debentures will be
the sole assets of the Issuer, and payments under the Series A Subordinated     
Debentures will be the sole revenue of the Issuer.                              

     All of the Series A Common Securities will be owned by the Corporation. The
Series A Common Securities will rank pari passu, and payments will be made      
thereon pro rata, with the Series A Capital Securities, except that upon the    
occurrence and continuance of an event of default under the Series A Trust      
Agreement resulting from an event of default under the Indenture, the rights of 
the Corporation as holder of the Series A Common Securities to payment in       
respect of Distributions and payments upon liquidation, redemption or otherwise 
will be subordinated to the rights of the holders of the Series A Capital       
Securities. See "Description of Series A Capital Securities -- Subordination of 
Common Securities." The Corporation will acquire Series A Common Securities in  
an aggregate Liquidation Amount at least equal to 3% of the total capital of the
Issuer.                                                                         

     The Issuer has a term of 55 years, but may terminate earlier as provided in
the Series A Trust Agreement. The Issuer's business and affairs are conducted by
the Issuer Trustees: The Bank of New York, as Property Trustee, and The Bank of 
New York (Delaware), as Delaware Trustee, and individual Administrative Trustees
who are employees or officers of or affiliated with the Corporation. The Bank of
New York, as Property Trustee, will act as sole trustee under the Series A Trust
Agreement for purposes of compliance with the Trust Indenture Act. The Bank of  
New York will also act as trustee under the Series A Guarantee and the          
Indenture. See "Description of Series A Guarantee" and "Description of Series A 
Subordinated Debentures." The holder of the Series A Common Securities of the   
Issuer, or the holders of a majority in Liquidation Amount of the Series A      
Capital Securities if an event of default under the Series A Trust Agreement has
occurred and is continuing, will be entitled to appoint, remove or replace the  
Property Trustee and/or the Delaware Trustee. In no event will the holders of   
the Series A Capital Securities have the right to vote to appoint, remove or    
replace the Administrative Trustees; such voting rights are vested exclusively  
in the holder of the Series A Common Securities. The Corporation will pay all   
fees and expenses related to each Issuer and the offering of the Series A       
Capital Securities and will pay, directly or indirectly, all ongoing costs,     
expenses and liabilities of each Issuer.                                        

  The principal executive office of the Issuer is c/o The Bank of New York
(Delaware), White Clay Center, Newark, Delaware 19711, Attention: Corporate     
Trust Department and its telephone number is (814) 533-5300.                    

It is anticipated that the Issuer will not be subject to the reporting
requirements under the Securities Exchange Act of 1934, as amended (the         
"Exchange Act").                                                                

USBANCORP, INC. 

GENERAL                                                                         

  The Corporation is a registered bank holding company organized under the
Pennsylvania Business Corporation Law and is registered under the Bank Holding  
Corporation Act of 1956, as amended (the "BHCA"). The Corporation's principal   
activities consist of owning and operating its five wholly-owned                

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subsidiary entities, U.S. Bank, Three Rivers Bank, USBANCORP Trust Corporation, 
United Bancorp Life Insurance Corporation and UBAN Associates. At December 31,  
1997, the Corporation had, on a consolidated basis, total assets, deposits, and 
shareholders' equity of $2.24 billion, $1.14 billion and $158 million,          
respectively.                                                                   

 The Corporation and the subsidiary entities derive substantially all of
their income from banking and bank-related services. The Corporation functions  
primarily as a coordinating and servicing unit for its subsidiary entities in   
general management, credit policies and procedures, accounting and taxes, loan  
review, auditing, investment advisory, compliance, marketing, insurance risk    
management, general corporate services, and financial and strategic planning.   
The Corporation, as a bank holding company, is regulated under the BHCA, and is 
supervised by the Board of Governors of the Federal Reserve System.             

USBANCORP BANKING SUBSIDIARIES:                                                 

U.S. Bank                                                                   

     U.S. Bank is a national banking association organized under the laws of the
United States. Through 20 locations in Cambria, Clearfield, Somerset, and       
Westmoreland Counties, Pennsylvania, U.S. Bank conducts a general banking       
business. It is a full-service bank offering (i) retail banking services; (ii)  
lending, depository and related financial services to commercial, industrial,   
financial, and governmental customers; and (iii) credit card operations through 
MasterCard and VISA. U.S. Bank also operates 24 automated bank teller machines  
("ATMs") through its 24-Hour Banking Network which is linked with MAC(R), a     
regional ATM(R) network, and CIRRUS, a national ATM network. Additionally, USNB 
Financial Services Corporation, a wholly owned subsidiary of U.S. Bank, engages 
in the sale of annuities, mutual funds, and insurance.                          

Three Rivers Bank                                                           

    Three Rivers Bank is a state bank chartered under the Pennsylvania Banking
Code of 1965, as amended. Through 23 locations in Allegheny and Washington      
Counties, Pennsylvania, Three Rivers Bank conducts a general retail banking     
business consisting of granting commercial, consumer, construction, mortgage and
student loans, and offering checking, interest bearing demand, savings and time 
deposit services. It also operates 23 ATMs that are affiliated with MAC(R), and 
Plus System(R), a national ATM network. Three Rivers Bank also offers wholesale 
banking services to other banks, merchants, governmental units, and other large 
commercial accounts. Three Rivers Bank has also executed an agreement to acquire
two additional branches having approximately $38 million in deposits from       
another financial institution. Three Rivers is paying a deposit premium of 7%   
and an existing Three Rivers Bank branch will be consolidated into one of the   
acquired branches. Three Rivers Bank also has two wholly owned mortgage banking 
subsidiaries -- Standard Mortgage Corporation and UBAN Mortgage Corporation.    
Standard Mortgage Corporation, based in Atlanta, Georgia, is a mortgage banking 
company that originates, sells, and services residential mortgage loans. UBAN   
Mortgage Corporation was formed in January 1997 for the purpose of originating  
and selling mortgage loans primarily in Western Pennsylvania. Additionally, TRB 
Financial Services Corporation, a wholly owned subsidiary of Three Rivers Bank, 
engages in the sale of annuities and mutual funds.                              

USBANCORP NON-BANKING SUBSIDIARIES:                                             

USBANCORP Trust Corporation                                                 

     USBANCORP Trust Corporation is a trust company organized under Pennsylvania
law which offers a complete range of trust services through each of the         
Corporation's subsidiary banks. At December 31, 1997, USBANCORP Trust           
Corporation had $1.12 billion in assets under management which included both    
discretionary and non-discretionary assets.                                     

United Life                                                                 

    United Life is a captive insurance company organized under the laws of the
State of Arizona. United Life engages in underwriting, as reinsurer, of credit  
life and disability insurance within the Corporation's six county market area.  
Operations of United Life are conducted in each office of the Corporation's     
banking subsidiaries.                                                           

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UBAN Associates                                                             

   UBAN Associates is a registered investment advisory firm that administers
investment portfolios, offers operational support systems and provides asset and
liability management services to small and mid-sized community banks. UBAN      
Associates was formed in January 1997.                                          

Recent Developments                                                         

The Corporation's net income for the quarter ended March 31, 1998 was 
$5,695,000 or $1.15 on a diluted per share basis compared to net income of      
$5,668,000 or $1.10 per diluted share for the quarter ended March 31, 1997.     
Earnings per share grew at a faster rate than net income due to the             
Corporation's on-going treasury stock repurchase program. The Corporation's     
return on equity averaged 14.6% in the first quarter of 1998 compared to a      
return on equity of 14.9% in the first quarter of 1997. The Corporation's return
on assets was 1.03% in the first quarter of 1998. At March 31, 1998, the        
Corporation had consolidated assets, net loans, deposits and shareholders'      
equity of $2.21 billion, $1.02 billion, $1.17 billion and $155.7 million,       
respectively. At December 31, 1997, the Corporation had consolidated assets, net
loans, deposits and shareholders' equity of $2.24 billion, $989.6 million, $1.14
billion and $158.2 million, respectively.                                       

USE OF PROCEEDS 

   All of the proceeds from the sale of the Series A Capital Securities will
be invested by the Issuer in Series A Subordinated Debentures. The Corporation  
intends that the proceeds from the sale of the Series A Subordinated Debentures 
will be added to its general corporate funds and will be used for general       
corporate purposes, including the repayment of debt, the repurchase of          
Corporation common stock and investments in and advances to Corporation         
subsidiaries.                                                                   

The Corporation is required by the Federal Reserve to maintain certain
levels of capital for bank regulatory purposes. On October 21, 1996, the Federal
Reserve announced that cumulative preferred securities having the               
characteristics of the Series A Capital Securities could be included as Tier 1  
Capital for bank holding companies. Such Tier 1 Capital treatment, together with
the Corporation's ability to deduct, for federal income tax purposes, interest  
payable on the Series A Subordinated Debentures, will provide the Corporation   
with a more cost-effective means of obtaining capital for bank regulatory       
purposes than other Tier 1 Capital alternatives currently available to it.      

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

 The following table sets forth the Corporation's consolidated ratios of
earnings to fixed charges and ratios of earnings to combined fixed charges and  
preferred stock dividend requirements for each of the periods indicated:        

                                                        [Enlarge/Download Table]

                                                                        YEAR ENDED DECEMBER 31,              
                                                          ---------------------------------------------------
                                                           1997       1996       1995       1994       1993  
                                                           ----       ----       ----       ----       ----  
                                                                                                             
Earnings to Fixed Charges:                                                                                   
  Excluding Interest on Deposits.........................    1.72       1.79       1.77       2.34       5.41
  Including Interest on Deposits.........................    1.37       1.36       1.30       1.37       1.45
Earnings to Combined Fixed Charges and Preferred Stock                                                       
  Dividend Requirements:                                                                                     
  Excluding Interest on Deposits.........................    1.72       1.79       1.77       2.34       5.26
  Including Interest on Deposits.........................    1.37       1.36       1.30       1.37       1.45

  For purposes of computing the ratios of earnings to fixed charges and of
earnings to combined fixed charges and preferred stock dividend requirements,   
earnings represent net income from continuing operations plus total taxes based 
on income and fixed charges. Fixed charges, excluding interest on deposits,     
include interest expense (other than on deposits), one-third (the proportion    
deemed representative of the interest factor) of rents, net of income from      
subleases, and capitalized interest. Fixed charges, including interest on       
deposits, include all interest expense, one-third (the proportion deemed        
representative of the interest factor) of rents, net of income from subleases,  
and capitalized interest.                                                       

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CAPITALIZATION

The following table sets forth the consolidated capitalization of the 
Corporation and its subsidiaries as of December 31, 1997 and as adjusted to give
effect to the consummation of the offering of the Series A Capital Securities   
and the issuance of the Series A Subordinated Debentures. The following data    
should be read in conjunction with the consolidated financial statements and    
notes thereto of the Corporation and its subsidiaries incorporated herein by    
reference.                                                                      

                                                                [Download Table]

                                                        DECEMBER 31, 1997     
                                                    --------------------------
                                                      ACTUAL       AS ADJUSTED
                                                      ------       -----------
                                                          (IN THOUSANDS)      
                                                                   (UNAUDITED)
                                                                              
Federal Funds Purchased and Securities Sold Under                             
  Agreements to Repurchase........................  $   92,829     $   92,829 
Other Short-term Borrowings.......................      57,892         57,892 
Advances from Federal Home Loan Bank..............     754,195        754,195 
Collateralized Mortgage Obligation................       3,779          3,779 
Long-term Debt....................................       4,361          4,361 
Guaranteed Preferred Beneficial Interests in                                  
  Corporation's Junior Subordinated Deferrable                                
  Interest Debentures, Series A(1)................          --         34,500 
                                                    ----------     ---------- 
Total Debt........................................  $  913,056     $  947,556 
                                                    ==========     ========== 
Shareholders' Equity                                                          
  Common Stock....................................      14,402         14,402 
  Capital Surplus.................................      93,934         93,934 
  Retained Earnings...............................      78,866         78,866 
  Net Unrealized Gain on Securities Available for                             
     Sale Net of Taxes............................       2,153          2,153 
  Treasury Stock, At Cost.........................     (31,175)       (31,175)
                                                    ----------     ---------- 
     Total Shareholders' Equity...................  $  158,180     $  158,180 
                                                    ----------     ---------- 
Total Capitalization..............................  $1,071,236     $1,105,736 
                                                    ==========     ========== 

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

(1) As described herein, the sole assets of the Issuer will be        
approximately $35,567,025 principal amount of Series A Subordinated Debentures  
to be issued by the Corporation to the Issuer. The Series A Subordinated        
Debentures will bear interest at the rate of 8.45% per annum on the Liquidation 
Amount of $25 per Series A Subordinated Debenture and will mature on June 30,   
2028. The Corporation will own all of the Series A Common Securities of the     
Issuer. It is anticipated that the Issuer will not be subject to the reporting  
requirements under the Exchange Act.                                            

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SELECTED CONSOLIDATED FINANCIAL DATA

                                                        [Enlarge/Download Table]

                                                   AT OR FOR THE YEAR ENDED DECEMBER 31,             
                                       --------------------------------------------------------------
                                          1997         1996         1995         1994         1993   
                                       ----------   ----------   ----------   ----------   ----------
                                          (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)   
                                                                                                     
SUMMARY OF INCOME STATEMENT DATA:                                                                    
Total interest income................  $  154,788   $  137,333   $  129,715   $  102,811   $   85,735
Total interest expense...............      87,929       76,195       73,568       46,993       36,250
                                       ----------   ----------   ----------   ----------   ----------
Net interest income..................      66,859       61,138       56,147       55,818       49,485
  Provision for loan losses..........         158           90          285       (2,765)       2,400
                                       ----------   ----------   ----------   ----------   ----------
Net interest income after provision                                                                  
  for loan losses....................      66,701       61,048       55,862       58,583       47,085
Total non-interest income............      20,203       18,689       16,543        8,187       10,150
Total non-interest expense...........      54,104       52,474       50,557       49,519       40,715
                                       ----------   ----------   ----------   ----------   ----------
Income before income taxes and                                                                       
  cumulative effect of change in                                                                     
  accounting principle...............      32,800       27,263       21,848       17,251       16,520
  Provision for income taxes.........       9,303        7,244        6,045        5,931        5,484
                                       ----------   ----------   ----------   ----------   ----------
Income before cumulative effect of                                                                   
  change in accounting principle.....      23,497       20,019       15,803       11,320       11,036
  Cumulative effect of change in                                                                     
     accounting principle............          --           --           --           --        1,452
                                       ----------   ----------   ----------   ----------   ----------
Net income...........................  $   23,497   $   20,019   $   15,803   $   11,320   $   12,488
                                       ==========   ==========   ==========   ==========   ==========
Net income applicable to common                                                                      
  stock..............................  $   23,497   $   20,019   $   15,803   $   11,320   $   12,385
                                       ==========   ==========   ==========   ==========   ==========
PER COMMON SHARE DATA:(1)                                                                            
Basic Earnings:                                                                                      
  Net income.........................  $     4.69   $     3.85   $     2.89   $     2.18   $     2.78
  Income before cumulative effect of                                                                 
     change in accounting principle,                                                                 
     and acquisition charge..........        4.69         3.85         2.89         2.54         2.46
Diluted Earnings:                                                                                    
  Net income.........................        4.61         3.83         2.88         2.18         2.78
  Income before cumulative effect of                                                                 
     change in accounting principle,                                                                 
     and acquisition charge..........        4.61         3.83         2.88         2.54         2.45
Cash dividends declared..............        1.60         1.37         1.06         0.97         0.86
Book value at period end.............       32.32        29.90        28.34        24.57        24.67

BALANCE SHEET AND OTHER DATA:                                                                        
Total assets.........................  $2,239,110   $2,087,112   $1,885,372   $1,788,890   $1,241,521
Loans and loans held for sale, net of                                                                
  unearned income....................     989,575      939,726      834,634      868,004      727,186
Allowance for loan losses............      12,113       13,329       14,914       15,590       15,260
Investment securities available for                                                                  
  sale...............................     580,115      455,890      427,112      259,462      428,712
Investment securities held to                                                                        
  maturity...........................     532,341      546,318      463,951      524,638           --
Deposits.............................   1,139,527    1,138,738    1,177,858    1,196,246    1,048,866
Long-term debt.......................       4,361        4,172        5,061        5,806        3,445
Stockholders' equity.................     158,180      151,917      150,492      137,136      116,615
Full-time equivalent employees(2)....         765          759          742          780          665

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                                                        [Enlarge/Download Table]

                                                              AT OR FOR THE YEAR ENDED DECEMBER 31,            
                                                   ------------------------------------------------------------
                                                     1997         1996         1995         1994         1993  
                                                   --------     --------     --------     --------     --------
                                                     (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)  
                                                                                                               
SELECTED FINANCIAL RATIOS:                                                                                     
Return on average total equity before SFAS #109                                                                
  benefit and acquisition charge.................   15.00%       13.36%       11.03%       10.41%       10.13% 
Return on average assets before SFAS #109 benefit                                                              
  and acquisition charge.........................    1.09         1.03         0.87         0.87         0.91  
Loans and loans held for sale, net of unearned                                                                 
  income, as a percent of deposits, at period                                                                  
  end............................................   86.84        82.52        70.86        72.56        69.33  
Ratio of average total equity to average                                                                       
  assets.........................................    7.28         7.69         7.85         8.39         8.96  
Common stock cash dividends as a percent of net                                                                
  income applicable to common stock..............   34.00        35.28        36.43        44.57        32.28  
Common and preferred stock cash dividends as a                                                                 
  percent of net income..........................   34.00        35.28        36.43        44.57        32.84  
Interest rate spread.............................    2.97         3.06         2.94         3.47         3.72  
Net interest margin..............................    3.43         3.52         3.45         4.03         4.34  
Allowance for loan losses as a percentage of                                                                   
  loans and loans held for sale, net of unearned                                                               
  income, at period end..........................    1.22         1.42         1.79         1.80         2.10  
Non-performing assets as a percentage of loans                                                                 
  and loans held for sale and other real estate                                                                
  owned, at period end...........................    0.89         0.92         1.13         0.91         0.89  
Net charge-offs as a percentage of average loans                                                               
  and loans held for sale........................    0.14         0.20         0.08         0.04         0.13  
Ratio of earnings to fixed charges and preferred                                                               
  dividends:(3)                                                                                                
  Excluding interest on deposits.................    1.72x        1.79x        1.77x        2.34x        5.26x 
  Including interest on deposits.................    1.37         1.36         1.30         1.37         1.45  
One Year GAP ratio, at period end................    0.88         0.79         0.86         0.79         1.10  

---------------                                                                 
(1) The prior years earnings per share have been restated to reflect adoption of
SFAS #128.                                                              
(2) Full-time equivalent employees in 1994 include 115 employees as a result of 
 the Johnstown Savings Bank acquisition. Full-time equivalent employees in
1993 include 18 employees as a result of certain branch acquisitions.   
(3) The ratio of earnings to fixed charges and preferred dividends is computed  
by dividing the sum of income before taxes, fixed charges, and preferred
    dividends by the sum of fixed charges and preferred dividends. Fixed charges
represent interest expense and are shown as both excluding and including
interest on deposits.                                                   

ACCOUNTING TREATMENT

For financial reporting purposes, the Issuer will be treated as a     
subsidiary of the Corporation and, accordingly, the accounts of the Issuer will 
be included in the consolidated financial statements of the Corporation. The    
Series A Capital Securities will be presented as part of a separate line item in
the consolidated balance sheets of the Corporation under the caption "Guaranteed
Preferred Beneficial Interests in Corporation's Junior Subordinated Deferrable  
Interest Debentures, Series A" and appropriate disclosures about the Series A   
Capital Securities, the Series A Guarantee and the Series A Subordinated        
Debentures will be included in the notes to the consolidated financial          
statements. For financial reporting purposes, the Corporation will record       
Distributions payable on the Series A Capital Securities as an expense in the   
consolidated statements of income.                                              

     The Corporation has agreed that future financial reports of the Corporation
will: (i) present the Series A Capital Securities issued by the Corporation on  
the Corporation's balance sheet as a separate line item entitled "Guaranteed    
Preferred Beneficial Interests in Corporation's Junior Subordinated Deferrable  
Interest Debentures, Series A;" (ii) include in a footnote to the financial     
statements disclosure that the sole assets of the trusts are the Series A       
Subordinated Debentures (specifying as to each trust the principal amount,      
interest                                                                        

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rate and maturity date of Series A Subordinated Debentures held); and (iii) if  
Staff Accounting Bulletin 53 treatment is sought, include, in an audited        
footnote to the financial statements, disclosure that (a) the Issuer is wholly  
owned, (b) the sole assets of the trusts are the Series A Subordinated          
Debentures (specifying as to each trust the principal amount, interest rate and 
maturity date of the Series A Subordinated Debentures held), and (c) the        
obligations of the Corporation under the Series A Subordinated Debentures, the  
Indenture, the Series A Trust Agreement and the Series A Guarantee, in the      
aggregate, constitute a full and unconditional guarantee by the Corporation of  
such trust's obligations under the Series A Capital Securities issued by the    
Issuer.                                                                         

DESCRIPTION OF SERIES A CAPITAL SECURITIES

This summary of certain terms and provisions of the Series A Capital  
Securities, which describes the material provisions thereof, does not purport to
be complete and is subject to, and qualified in its entirety by reference to,   
the Series A Trust Agreement including the definitions therein of certain terms,
and the Trust Indenture Act, to each of which reference is hereby made. Wherever
particular defined terms of the Series A Trust Agreement (as amended or         
supplemented from time to time) are referred to herein, such defined terms are  
incorporated herein by reference. The form of the Series A Trust Agreement has  
been filed as an exhibit to the Registration Statement of which this Prospectus 
form a part.                                                                    

GENERAL                                                                         

The Series A Capital Securities of an Issuer will rank pari passu, and
payments will be made thereon pro rata, with the Common Securities of that      
Issuer except as described under "-- Subordination of Common Securities." Legal 
title to the Series A Subordinated Debentures will be held by the Property      
Trustee in trust for the benefit of the holders of the Series A Capital         
Securities and Common Securities. The Series A Guarantee Agreement executed by  
the Corporation for the benefit of the holders of the Series A Capital          
Securities (the "Guarantee") will be a guarantee on a subordinated basis with   
respect to the Series A Capital Securities but will not guarantee payment of    
Distributions or amounts payable on redemption or liquidation of such Series A  
Capital Securities when the Issuer does not have funds on hand available to make
such payments. See "Description of Series A Guarantee."                         

DISTRIBUTIONS                                                                   

     The Series A Capital Securities represent beneficial ownership interests in
the Issuer, and Distributions on the Series A Capital Securities will be        
cumulative, will accumulate from the date of original issuance and will be      
payable at the annual rate of 8.45% on the stated Liquidation Amount of $25,    
payable quarterly in arrears on March 31, June 30, September 30 and December 31 
of each year (each, a "Distribution Date"), to the holders of the Series A      
Capital Securities on the relevant record dates. The record dates for the Series
A Capital Securities will be, for so long as the Series A Capital Securities    
remain in book-entry form, one Business Day (as defined below) prior to the     
relevant Distribution Date and, in the event the Series A Capital Securities are
not in book-entry form, the 15th day of the month in which the relevant         
Distribution Date occurs. Distributions will accumulate from the date of        
original issuance. The first Distribution Date for the Series A Capital         
Securities will be June 30, 1998. The period beginning on and including the date
of original issuance and ending on but excluding the first Distribution Date and
each successive period beginning on and including a Distribution Date and ending
on but excluding the next succeeding Distribution Date is herein called a       
"Distribution Period". The amount of Distributions payable for any Distribution 
Period will be computed on the basis of a 360-day year of twelve 30-day months. 
In the event that any Distribution Date would otherwise fall on a day that is   
not a Business Day, such Distribution Date shall be postponed to the next day   
that is a Business Day (without any additional Distributions or other payment in
respect of such delay) unless it would thereby fall in the next calendar year,  
in which event the Distribution Date shall be brought forward to the immediately
preceding Business Day. A "Business Day" shall mean any day other than a        
Saturday or a Sunday, or a day on which banking institutions in the City of New 
York are authorized or required by law or executive order to remain closed or a 
day on which the principal corporate trust office of the Property Trustee is    
closed for business.                                                            

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So long as no event of default under the Indenture has occurred and is
continuing, the Corporation has the right under the Indenture to defer payment  
of interest on the Series A Subordinated Debentures at any time or from time to 
time for a period not exceeding 20 consecutive quarterly periods with respect to
each Extension Period, provided that no Extension Period may extend beyond the  
Stated Maturity of the Series A Subordinated Debentures. As a consequence of any
such deferral of interest payments by the Corporation, quarterly Distributions  
on the Series A Capital Securities by the Issuer will also be deferred during   
any such Extension Period. Distributions to which holders of the Series A       
Capital Securities are entitled will accumulate additional Distributions thereon
at the rate of 8.45% per annum, compounded quarterly from the relevant payment  
date for such Distributions. The term "Distributions" as used herein shall      
include any such additional Distributions. During any such Extension Period, the
Corporation may not, and may not permit any subsidiary of the Corporation to,   
(i) declare or pay any dividends or distributions on, or redeem, purchase,      
acquire or make a liquidation payment with respect to, any of the Corporation's 
capital stock, (ii) make any payment of principal, interest or premium, if any, 
on or repay, repurchase or redeem any debt securities of the Corporation        
(including other series of Junior Subordinated Debentures) that rank pari passu 
with or junior in interest to the Series A Subordinated Debentures or (iii) make
any guarantee payments with respect to any guarantee by the Corporation of the  
debt securities of any subsidiary of the Corporation if such guarantee ranks    
pari passu with or junior in interest to the Series A Subordinated Debentures   
(other than (a) dividends or distributions in capital stock of the Corporation, 
(b) any declaration of a dividend in connection with the implementation of a    
shareholders' rights plan or the redemption or repurchase of any such rights    
pursuant thereto, (c) payments under the Series A Guarantee and (d) purchases of
common stock related to the issuance of common stock or rights under any of the 
Corporation's benefit plans for its directors, officers or employees, related to
the issuance of common stock or rights under a dividend reinvestment and stock  
purchase plan, or related to the issuance of common stock (or securities        
convertible into or exchangeable for common stock) as consideration in an       
acquisition transaction that was entered into prior to the commencement of such 
Extension Period). Prior to the termination of any such Extension Period, the   
Corporation may further defer the payment of interest on the Series A           
Subordinated Debentures, provided that no Extension Period may exceed 20        
consecutive quarterly periods or extend beyond the Stated Maturity of the Series
A Subordinated Debentures. Upon the termination of any such Extension Period and
the payment of all interest then accrued and unpaid (together with interest     
thereon at the rate of 8.45% per annum, compounded quarterly, to the extent     
permitted by applicable law), the Corporation may elect to begin a new Extension
Period. There is no limitation on the number of times that the Corporation may  
elect to begin an Extension Period. See "Description of Series A Subordinated   
Debentures -- Option to Defer Interest Payments" and "Certain Federal Income Tax
Consequences -- Interest Income and Original Issue Discount."                   

     The revenue of the Issuer available for distribution to holders of Series A
Capital Securities will be limited to payments under the Series A Subordinated  
Debentures in which the Issuer will invest the proceeds from the issuance and   
sale of its Series A Capital Securities. See "Description of Series A           
Subordinated Debentures." If the Corporation does not make interest payments or 
the Series A Subordinated Debentures, the Property Trustee will not have funds  
available to pay Distributions on the Series A Capital Securities. The payment  
of Distributions (if and to the extent the Issuer has funds legally available   
for the payment of such Distributions and cash sufficient to make such payments)
is guaranteed by the Corporation on the basis set forth herein under            
"Description of Series A Guarantee."                                            

   The Corporation has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Series A   
Subordinated Debentures.                                                        

REDEMPTION                                                                      

Upon the repayment or redemption, in whole or in part, of the Series A
Subordinated Debentures, whether at Stated Maturity or upon earlier redemption  
as provided in the Indenture, the proceeds from such repayment or redemption    
shall be applied by the Property Trustee to redeem a Like Amount (as defined    
below) of the Series A Capital Securities, upon not less than 30 nor more than  
60 days notice prior to the date fixed for redemption, at a redemption price,   
with respect to the Series A Capital Securities (the "Redemption Price"), equal 
to the aggregate Liquidation Amount of such Series A Capital Securities, plus   
accumulated                                                                     

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and unpaid Distributions thereon to the date of redemption (the "Redemption     
Date"). See "Certain Terms of Series A Subordinated Debentures -- Redemption."  
If less than all of the Series A Subordinated Debentures are to be repaid or    
redeemed on a Redemption Date, then the proceeds from such repayment or         
redemption shall be allocated to the redemption pro rata of the Series A Capital
Securities and the Series A Common Securities.                                  

The Corporation has the right to redeem the Series A Subordinated     
Debentures (i) on or after June 30, 2003, in whole at any time or in part from  
time to time, or (ii) at any time, in certain circumstances as described under  
"Description of Series A Subordinated Debentures -- Conditional Right to Redeem 
upon a Tax Event or Capital Treatment Event," in whole (but not in part) within 
90 days following the occurrence of a Tax Event or Capital Treatment Event. A   
redemption of the Series A Subordinated Debentures would cause a mandatory      
redemption of the Series A Capital Securities and the Series A Common           
Securities.                                                                     

REDEMPTION PROCEDURES                                                           

Series A Capital Securities redeemed on each Redemption Date shall be 
redeemed at the Redemption Price with the applicable proceeds from the          
contemporaneous redemption of the Series A Subordinated Debentures. Redemptions 
of the Series A Capital Securities shall be made and the Redemption Price shall 
be payable on each Redemption Date only to the extent that the Issuer has funds 
on hand available for the payment of such Redemption Price. See also            
"-- Subordination of Common Securities."                                        

If the Issuer gives a notice of redemption in respect of the Series A 
Capital Securities, then, by 12:00 noon, New York City time, on the Redemption  
Date, to the extent funds are available, the Property Trustee will deposit      
irrevocably with DTC funds sufficient to pay the Redemption Price and will give 
DTC irrevocable instructions and authority to pay the Redemption Price to the   
holders of such Series A Capital Securities. See "Book-Entry Issuance." If the  
Series A Capital Securities are no longer in book-entry form, the Property      
Trustee, to the extent funds are available, will irrevocably deposit with the   
paying agent for the Series A Capital Securities funds sufficient to pay the    
Redemption Price and will give such paying agent irrevocable instructions and   
authority to pay the Redemption Price the holders thereof upon surrender of     
their certificates evidencing the Series A Capital Securities. Notwithstanding  
the foregoing, Distributions payable on or prior to the Redemption Date for the 
Series A Capital Securities called for redemption shall be payable to the       
holders of Series A Capital Securities on the relevant record dates for the     
related Distribution Dates. If notice of redemption shall have been given and   
funds deposited as required, then upon the date of such deposit, all rights of  
the holders of Series A Capital Securities so called for redemption will cease, 
except the right of the holders of Series A Capital Securities to receive the   
Redemption Price, but without interest on such Redemption Price, and such Series
A Capital Securities will cease to be outstanding. In the event that payment of 
the Redemption Price in respect of Series A Capital Securities called for       
redemption is improperly withheld or refused and not paid either by the Issuer  
or by the Corporation pursuant to the Series A Guarantee as described under     
"Description of Guarantee," Distributions on the Series A Capital Securities    
will continue to accrue at the then applicable rate, from the Redemption Date   
originally established by the Issuer for the Series A Capital Securities to the 
date such Redemption Price is actually paid, in which case the actual payment   
date will be the date fixed for redemption for purposes of calculating the      
Redemption Price.                                                               

 Subject to applicable law (including, without limitation, United States
federal securities law), the Corporation or its subsidiaries may at any time and
from time to time purchase outstanding Series A Capital Securities by tender, in
the open market or by private agreement.                                        

Payment of the Redemption Price on Series A Capital Securities and any
distribution of Series A Subordinated Debentures to holders of Series A Capital 
Securities shall be made to the applicable recordholders thereof as they appear 
on the register for Series A Capital Securities on the relevant record date,    
which shall be one Business Day prior to the relevant Redemption Date or        
liquidation date, as applicable; provided, however, that in the event that      
Series A Capital Securities are not in book-entry form, the relevant record date
for Series A Capital Securities shall be a date at least 15 days prior to the   
Redemption Date or liquidation date, as applicable.                             

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   If less than all of the Series A Capital Securities and Common Securities
issued by an Issuer are to be redeemed on a Redemption Date, then the aggregate 
Liquidation Amount of Series A Capital Securities and Common Securities to be   
redeemed shall be allocated pro rata to the Series A Capital Securities and the 
Common Securities based upon the relative Liquidation Amounts of such classes.  
The particular Series A Capital Securities to be redeemed shall be selected on a
pro rata basis not more than 60 days prior to the Redemption Date by the        
Property Trustee from the outstanding Series A Capital Securities not previously
called for redemption, by such method as the Property Trustee shall deem fair   
and appropriate. The Property Trustee shall promptly notify the trust registrar 
in writing of the Series A Capital Securities selected for redemption.          

    Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each holder of Series A Capital Securities
to be redeemed at its registered address.                                       

LIQUIDATION OF ISSUER AND DISTRIBUTION OF SERIES A SUBORDINATED DEBENTURES TO   
HOLDERS                                                                         

 The Corporation will have the right at any time to terminate the Issuer
and, after satisfaction of liabilities to creditors of the Issuer as required by
applicable law, to cause the Series A Subordinated Debentures to be distributed 
to the holders of the Series A Capital Securities in exchange therefor upon     
liquidation of the Issuer. Such right is subject to the Corporation's having    
received prior approval of the Federal Reserve if then required under applicable
capital guidelines or policies.                                                 

    Under current United States federal income tax law and interpretations and
assuming, as expected, the Issuer is treated as a grantor trust, a distribution 
of Series A Subordinated Debentures in exchange for the Series A Capital        
Securities should not be a taxable event to holders of the Series A Capital     
Securities. Should there be a change in law, a change in legal interpretation, a
Tax Event or other circumstances, however, the distribution could be a taxable  
event to holders of the Series A Capital Securities. See "Certain Federal Income
Tax Consequences -- Distribution of Series A Subordinated Debentures to Holders 
of Series A Capital Securities." If the Corporation elects neither to redeem the
Series A Subordinated Debentures prior to maturity nor to liquidate the Series A
Issuer and distribute the Series A Subordinated Debentures to holders of the    
Series A Capital Securities in exchange therefor, the Series A Capital          
Securities will remain outstanding until the Stated Maturity of the Series A    
Subordinated Debentures.                                                        

  If the Corporation elects to liquidate the Issuer and thereby causes the
Series A Subordinated Debentures to be distributed to holders of the Series A   
Capital Securities in exchange therefor upon liquidation of the Issuer, the     
Corporation shall continue to have the right to redeem the Series A Subordinated
Debentures in certain circumstances upon the occurrence of a Tax Event or       
Capital Treatment Event, as described under "Description of Series A            
Subordinated Debentures -- Conditional Right to Redeem upon a Tax Event or      
Capital Treatment Event."                                                       

After the liquidation date fixed for any distribution of the Series A 
Subordinated Debentures for the Series A Capital Securities (i) the Series A    
Capital Securities will no longer be deemed to be outstanding, (ii) the         
depositary or its nominee, as the record holder of the Series A Capital         
Securities, will receive a registered global certificate or certificates        
representing the Series A Subordinated Debentures to be delivered upon such     
distribution and (iii) any certificates representing the Series A Capital       
Securities not held by DTC or its nominee will be deemed to represent the Series
A Subordinated Debentures having a principal amount equal to the stated         
Liquidation Amount of the Series A Capital Securities, and bearing accrued and  
unpaid interest in an amount equal to the accrued and unpaid Distributions on   
the Series A Capital Securities until such certificates are presented to the    
Administrative Trustees or their agent for transfer or reissuance.              

    There can be no assurance as to the market prices for the Series A Capital
Securities or the Series A Subordinated Debentures that may be distributed in   
exchange for the Series A Capital Securities if a dissolution and liquidation of
the Issuer were to occur. Accordingly, the Series A Capital Securities that an  
investor may purchase, or the Series A Subordinated Debentures that the investor
may receive on dissolution and liquidation of the Issuer, may trade at a        
discount to the price that the investor paid to purchase the Series A Capital   
Securities offered hereby.                                                      

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If a Tax Event or Capital Treatment Event in respect of the Series A  
Capital Securities and Common Securities shall occur and be continuing, the     
Corporation has the right to redeem the Series A Subordinated Debentures in     
whole (but not in part) and thereby cause a mandatory redemption of the Series A
Capital Securities and Common Securities in whole (but not in part) at the      
Redemption Price within 90 days following the occurrence of such Tax Event or   
Capital Treatment Event. In the event a Tax Event or Capital Treatment Event in 
respect of the Series A Capital Securities and Common Securities has occurred   
and is continuing and the Corporation does not elect to redeem the Series A     
Subordinated Debentures and thereby cause a mandatory redemption of the Series A
Capital Securities and Common Securities or to terminate the Issuer and cause   
the Series A Subordinated Debentures to be distributed to holders of the Series 
A Capital Securities and Common Securities in exchange therefor upon liquidation
of the Issuer as described above, such Series A Capital Securities will remain  
outstanding.                                                                    

   Recently, the Internal Revenue Service ("IRS") asserted that the interest
payable on a security with terms that are similar to the terms of the Series A  
Subordinated Debentures (but with a longer maturity than the Series A           
Subordinated Debentures) was not deductible for United States federal income tax
purposes. The taxpayer in that case has filed a petition in the United States   
Tax Court challenging the IRS's position on this matter. If this matter is in   
fact litigated and the Tax Court were to sustain the IRS's position on this     
matter, such judicial decision could constitute a Tax Event which could result  
in an early mandatory redemption of the Series A Capital Securities.            

"Like Amount" means (i) with respect to a redemption of the Series A  
Capital Securities, the Series A Capital Securities having a Liquidation Amount 
(as defined below) equal to that portion of the principal amount of the Series A
Subordinated Debentures to be contemporaneously redeemed in accordance with the 
Indenture, the proceeds of which will be used to pay the Redemption Price of    
such Series A Capital Securities, and (ii) with respect to a distribution of the
Series A Subordinated Debentures to holders of the Series A Capital Securities  
in exchange therefor in connection with a dissolution or liquidation of the     
Issuer, the Series A Subordinated Debentures having a principal amount equal to 
the Liquidation Amount of the Series A Capital Securities of the holder.        

   The amount payable on the Series A Capital Securities in the event of any
liquidation of the Issuer is $25 per Series A Capital Security plus accumulated 
and unpaid Distributions, which amount may be paid in the form of a distribution
of a Like Amount of Series A Subordinated Debentures.                           

   "Tax Event" with respect to the Issuer means the receipt by the Issuer of
Series A Capital Securities 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 proposed change) in, the laws (or any regulations thereunder) of the  
United States or any political subdivision or taxing authority thereof or       
therein, or as a result of any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment or  
change is effective or which proposed change, pronouncement or decision is      
announced on or after the date of issuance of the Series A Capital Securities   
under the Series A Trust Agreement, there is more than an insubstantial risk    
that (i) the Issuer is, or will be within 90 days of the date of such opinion,  
subject to United States federal income tax with respect to income received or  
accrued on the Series A Subordinated Debentures, (ii) interest payable by the   
Corporation on the Series A Subordinated Debentures is not, or within 90 days of
the date of such opinion, will not be, deductible by the Corporation, in whole  
or in part, for United States federal income tax purposes, or (iii) the Issuer  
is, or will be within 90 days of the date of such opinion, subject to more than 
a de minimis amount of other taxes, duties or other governmental charges.       

SUBORDINATION OF COMMON SECURITIES                                              

Payment of Distributions on, and the Redemption Price of, the Series A
Capital Securities and Common Securities, as applicable, shall be made pro rata 
based on the Liquidation Amount of such Series A Capital Securities and Common  
Securities; provided, however, that if on any Distribution Date or Redemption   
Date a Debenture Event of Default shall have occurred and be continuing, no     
payment of any Distribution on, or Redemption Price of, any of the Common       
Securities, and no other payment on account of the redemption, liquidation or   
other acquisition of such Common Securities, shall be made unless payment in    
full in cash of all accumulated and unpaid Distributions on all of the          
outstanding Series A Capital Securities for all Distribution                    

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periods terminating on or prior thereto, or in the case of payment of the       
Redemption Price the full amount of such Redemption Price on all of the         
outstanding Series A Capital Securities then called for redemption, shall have  
been made or provided for, and all funds available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions on, or     
Redemption Price of, the Series A Capital Securities then due and payable.      

In the case of any event of default under the Series A Trust Agreement
resulting from a Debenture Event of Default, the Corporation as holder of such  
the Common Securities will be deemed to have waived any right to act with       
respect to any such event of default under the Series A Trust Agreement until   
the effect of all such events of default with respect to such Series A Capital  
Securities have been cured, waived or otherwise eliminated. Until all events of 
default under the Series A Trust Agreement with respect to the Series A Capital 
Securities have been so cured, waived or otherwise eliminated, the Property     
Trustee shall act solely on behalf of the holders of Series A Capital Securities
and not on behalf of the Corporation as holder of the Common Securities, and    
only the holders of Series A Capital Securities will have the right to direct   
the Property Trustee to act on their behalf.                                    

LIQUIDATION DISTRIBUTION UPON TERMINATION                                       

  Pursuant to the Series A Trust Agreement, the Issuer shall automatically
terminate upon expiration of its term and shall terminate on the first to occur 
of: (i) certain events of bankruptcy, dissolution or liquidation of the         
Corporation; (ii) the distribution of a Like Amount of the Series A Subordinated
Debentures to the holders of Series A Securities, if the Corporation, as        
Depositor, has given written direction to the Property Trustee to terminate the 
Issuer (subject to the Corporation having received prior approval of the Federal
Reserve if so required under applicable capital guidelines or policies); (iii)  
redemption of all Series A Capital Securities as described under "-- Redemption 
or Exchange -- Mandatory Redemption"; and (iv) the entry of an order for the    
dissolution of the Issuer by a court of competent jurisdiction.                 

 If an early termination occurs as described in clause (i), (ii) or (iv)
above, the Issuer shall be liquidated by the Property Trustee as expeditiously  
as the Property Trustee determine to be possible by distributing, after         
satisfaction of liabilities to creditors of the Issuer as provided by applicable
law, to the holders of Series A Capital Securities in exchange therefor a Like  
Amount of the Series A Subordinated Debentures, unless such distribution is     
determined by the Property Trustee not to be practical, in which event such     
holders will be entitled to receive out of the assets of the Issuer available   
for distribution to holders, after satisfaction of liabilities to creditors of  
such Issuer as provided by applicable law, an amount equal to, in the case of   
holders of Series A Capital Securities, the aggregate Liquidation Amount plus   
accrued and unpaid Distributions thereon to the date of payment (such amount    
being the "Liquidation Distribution"). If such Liquidation Distribution can be  
paid only in part because the Issuer has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly  
by the Issuer on the Series A Capital Securities shall be paid on a pro rata    
basis. The holder(s) of the Common Securities will be entitled to receive       
distributions upon any such liquidation pro rata with the holders of Series A   
Capital Securities, except that if a Debenture Event of Default has occurred and
is continuing, the Series A Capital Securities shall have a priority over the   
Common Securities.                                                              

EVENTS OF DEFAULT; NOTICE                                                       

     Any one of the following events constitutes an "Event of Default" under the
Series A Trust Agreement (whatever the reason for such Event of Default and     
whether it shall be voluntary or involuntary or be effected by operation of law 
or pursuant to any judgment, decree or order of any court or any order, rule or 
regulation of any administrative or governmental body):                         

          (i) the occurrence of a Debenture Event of Default under the Indenture
   (see "Description of Series A Subordinated Debentures -- Debenture Events
of Default"); or                                                      

(ii) default by the Property Trustee in the payment of any  
Distribution when it becomes due and payable, and continuation of such
default for a period of 30 days; or                                   

          (iii) default by the Property Trustee in the payment of any Redemption
    Price of any Series A Capital Security when it becomes due and payable; or

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        (iv) default in the performance, or breach, in any material respect,
   of any covenant or warranty of the Property Trustee in the Series A Trust
   Agreement (other than a covenant or warranty a default in the performance
of which or the breach of which is dealt with in clause (ii) or (iii) 
    above), and continuation of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the   
 defaulting Property Trustee by the holders of at least 25% in aggregate
  Liquidation Amount of the outstanding Series A Capital Securities of the
     Issuer, a written notice specifying such default or breach and requiring it
    to be remedied and stating that such notice is a "Notice of Default" under
the Series A Trust Agreement; or                                      

         (v) the occurrence of certain events of bankruptcy or insolvency with
respect to the Property Trustee and the failure by the Corporation to 
appoint a successor Property Trustee within 90 days thereof.          

Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit     
notice of such Event of Default to the holders of Series A Capital Securities,  
the Administrative Trustees and the Corporation, as Depositor, unless such Event
of Default shall have been cured or waived. The Corporation, as Depositor, and  
the Administrative Trustees are required to file annually with the Property     
Trustee a certificate as to whether or not they are in compliance with all the  
conditions and covenants applicable to them under the Series A Trust Agreement. 

    If a Debenture Event of Default has occurred and is continuing, the Series
A Capital Securities shall have a preference over the Common Securities as      
described above. See "-- Subordination of Common Securities" and "-- Liquidation
Distribution Upon Termination." The existence of an Event of Default does not   
entitle the holders of Series A Capital Securities to accelerate the maturity   
thereof.                                                                        

REMOVAL OF ISSUER TRUSTEES                                                      

    Unless a Debenture Event of Default shall have occurred and be continuing,
the Property Trustee and the Delaware Trustee may be removed at any time by the 
holder of the Common Securities. If a Debenture Event of Default has occurred   
and is continuing, the Property Trustee and the Delaware Trustee may be removed 
at such time by the holders of a majority in Liquidation Amount of the          
outstanding Series A Capital Securities. In no event will the holders of the    
Series A Capital Securities have the right to vote to appoint, remove or replace
the Administrative Trustees, which voting rights are vested exclusively in the  
Corporation as the holder of the Common Securities. No resignation or removal of
the Property Trustee or the Delaware Trustee and no appointment of a successor  
trustee shall be effective until the acceptance of appointment by the successor 
trustee in accordance with the provisions of the Series A Trust Agreement.      

CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE                                       

  Unless an Event of Default shall have occurred and be continuing, at any
time or from time to time, for the purpose of meeting the legal requirements of 
the Trust Indenture Act or of any jurisdiction in which any part of the Trust   
Property may at the time be located, the Corporation, as the holder of the      
Common Securities, and the Administrative Trustees shall have the power to      
appoint one or more persons either to act as a co-trustee, jointly with the     
Property Trustee, of all or any part of such Trust Property, or to act as       
separate trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such person or persons
in such capacity any property, title, right or power deemed necessary or        
desirable, subject to the provisions of the Series A Trust Agreement. In case a 
Debenture Event of Default has occurred and is continuing, the Property Trustee 
alone shall have power to make such appointment.                                

MERGER OR CONSOLIDATION OF ISSUER TRUSTEES                                      

 Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee that is not a natural person may be merged or converted  
or with which it may be consolidated, or any Person resulting from any merger,  
conversion or consolidation to which such Trustee shall be a party, or any      
Person succeeding to all or substantially all the corporate trust business of   
such Trustee, shall be the successor of such Trustee under the Series A Trust   
Agreement, provided such Person shall be otherwise qualified and eligible.      

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MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE ISSUER            

The Issuer may not merge with or into, consolidate, amalgamate 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 below or as otherwise described in the Series A Trust Agreement. The  
Issuer may, at the request of the Corporation, with the consent of the          
Administrative Trustees and without the consent of the holders of the Series A  
Capital Securities, merge with or into, consolidate, amalgamate, or be replaced 
by, or convey, transfer or lease its properties and assets substantially as an  
entirety to, a trust organized as such under the laws of any State; provided,   
that (i) such successor entity either (a) expressly assumes all of the          
obligations of the Issuer with respect to the Series A Capital Securities or (b)
substitutes for the Series A Capital Securities other securities having         
substantially the same terms as the Series A Capital Securities (the "Successor 
Securities") so long as the Successor Securities rank the same as the Series A  
Capital Securities in priority with respect to distributions and payments upon  
liquidation, redemption and otherwise, (ii) the Corporation expressly appoints a
trustee of such successor entity possessing the same powers and duties as the   
Property Trustee as the holder of the Series A Subordinated Debentures, (iii)   
the Successor Securities are listed, or any Successor Securities will be listed 
upon notification of issuance, on any national securities exchange or other     
organization on which the Series A Capital Securities are then listed, if any,  
(iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not cause the Series A Capital Securities to be downgraded by any 
nationally recognized statistical rating organization, (v) such merger,         
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the   
Series A Capital Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially identical to    
that of the Issuer, (vii) prior to such merger, consolidation, amalgamation,    
replacement, conveyance, transfer or lease, the Corporation has received an     
opinion from independent counsel to the Issuer 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 Series A Capital Securities (including any 
Successor Securities) in any material respect, and (b) following such merger,   
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Issuer nor such successor entity will be required to register as an         
investment company under the Investment Company Act of 1940, as amended (the    
"Investment Company Act"), and (viii) the Corporation or any permitted successor
or assignee owns all of the Common Securities of such successor entity and      
guarantees the obligations of such successor entity under the Successor         
Securities at least to the extent provided by the Series A Guarantee.           
Notwithstanding the foregoing, an Issuer shall not, except with the consent of  
holders of 100% in Liquidation Amount of the Series A Capital Securities,       
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 
other entity or permit any other entity to consolidate, amalgamate, merge with  
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Issuer or the successor entity to 
be classified as other than a grantor trust for United States federal income tax
purposes.                                                                       

VOTING RIGHTS; AMENDMENT OF SERIES A TRUST AGREEMENT                            

Except as provided below and under "Description of Series A           
Guarantee -- Amendments and Assignment" and as otherwise required by law and the
Series A Trust Agreement, the holders of the Series A Capital Securities will   
have no voting rights.                                                          

The Series A Trust Agreement may be amended from time to time by the  
Corporation, the Property Trustee and the Administrative Trustees, without the  
consent of the holders of the Series A Capital Securities (i) to cure any       
ambiguity, correct or supplement any provisions in such Trust Agreement that may
be inconsistent with any other provision, or to make any other provisions with  
respect to matters or questions arising under the Series A Trust Agreement,     
which shall not be inconsistent with the other provisions of the Series A Trust 
Agreement, or (ii) to modify, eliminate or add to any provisions of such Series 
A Trust Agreement to such extent as shall be necessary to ensure that the Issuer
will be classified for United States federal income tax purposes as a grantor   
trust at all times that any Series A Capital Securities are outstanding or to   
ensure that the Issuer will not be required to register as an "investment       
company" under the Investment Company Act; provided, however, that in the case  
of either clause (i) or clause (ii), such action shall not                      

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adversely affect in any material respect the interests of any holder of Series A
Capital Securities, and any such amendments of the Series A Trust Agreement     
shall become effective when notice thereof is given to the holders of Series A  
Capital Securities. The Series A Trust Agreement may be amended by the Issuer   
Trustees and the Corporation with (i) the consent of holders representing not   
less than a majority (based upon Liquidation Amounts) of the outstanding Series 
A Capital Securities, and (ii) receipt by the Issuer Trustees of an opinion of  
counsel to the effect that such amendment or the exercise of any power granted  
to the Issuer Trustees in accordance with such amendment will not affect the    
Issuer's status as a grantor trust for United States federal income tax purposes
or the Issuer's exemption from status as an "investment company" under the      
Investment Company Act, provided that without the consent of each holder of     
Series A Capital Securities, the Series A Trust Agreement may not be amended to 
(i) change the amount or timing of any Distribution on the Series A Capital     
Securities or otherwise adversely affect the amount of any Distribution required
to be made in respect of the Series A Capital Securities as of a specified date 
or (ii) restrict the right of a holder of Series A Capital Securities to        
institute suit for the enforcement of any such payment on or after such date.   

So long as Series A Subordinated Debentures are held by the Property  
Trustee, the Issuer Trustees shall not (i) direct the time, method and place of 
conducting any proceeding for any remedy available to the Debenture Trustee, or 
executing any trust or power conferred on the Property Trustee with respect to  
such Series A Subordinated 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 Series A Subordinated Debentures shall
be due and payable or (iv) consent to any amendment, modification or termination
of the Indenture or Series A Subordinated Debentures, where such consent shall  
be required, without, in each case, obtaining the prior approval of the holders 
of a majority in aggregate Liquidation Amount of all outstanding Series A       
Capital Securities; provided, however, that where a consent under the Indenture 
would require the consent of each holder of Series A Subordinated Debentures    
affected thereby, no such consent shall be given by the Property Trustee without
the prior consent of each holder of the Series A Capital Securities. The Issuer 
Trustees shall not revoke any action previously authorized or approved by a vote
of the holders of the Series A Capital Securities except by subsequent vote of  
the holders of the Series A Capital Securities. The Property Trustee shall      
notify each holder of Series A Capital Securities of any notice of default with 
respect to the Series A Subordinated Debentures. In addition to obtaining the   
foregoing approvals of the holders of the Series A Capital Securities, prior to 
taking any of the foregoing actions, the Issuer Trustees shall obtain an opinion
of counsel experienced in such matters to the effect that such action would not 
cause the Issuer to be classified as other than a grantor trust for United      
States federal income tax purposes.                                             

Any required approval of holders of Series A Capital Securities may be
given at a meeting of holders of Series A Capital Securities convened for such  
purpose or pursuant to written consent. The Property Trustee will cause a notice
of any meeting at which holders of Series A 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 given to each holder of record of Series A Capital Securities
in the manner set forth in the Series A Trust Agreement.                        

  No vote or consent of the holders of Series A Capital Securities will be
required for the issuer to redeem and cancel Series A Capital Securities in     
accordance with the Series A Trust Agreement.                                   

     Notwithstanding that holders of Series A Capital Securities are entitled to
vote or consent under any of the circumstances described above, any of the      
Series A Capital Securities that are owned by the Corporation, the Issuer       
Trustees or any affiliate of the Corporation or any Issuer Trustees, shall, for 
purposes of such vote or consent, be treated as if they were not outstanding.   

REGISTRATION OF SERIES A CAPITAL SECURITIES                                     

    The Series A Capital Securities will be represented by global certificates
registered in the name of DTC or its nominee. Beneficial interests in the Series
A Capital Securities will be shown on, and transfers thereof will be effected   
only through, records maintained by participants in DTC. Except as described    
below, Series A Capital Securities in certificated form will not be issued in   
exchange for the global certificates. See "Book-Entry Issuance."                

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     Upon the issuance of a global Series A capital security, and the deposit of
such Series A global capital security with DTC will credit, on its book-entry   
registration and transfer system, the respective aggregate Liquidation Amounts  
of the individual Series A Capital Securities represented by such Series A      
global preferred securities to the accounts of Participants, which may include  
Euroclear and Cedel. Such accounts shall be designated by the dealers,          
underwriters or agents with respect to Series A Capital Securities. Ownership of
beneficial interests in the Series A global capital security will be limited to 
Participants or persons that may hold interests through Participants including  
Euroclear and Cedel. Ownership of beneficial interests in the Series A global   
preferred security will be shown on, and the transfer of that ownership will be 
effected only through, records maintained by DTC (with respect to interests of  
Participants) and the records of Participants (with respect to interests of     
persons who hold through Participants). The laws of some states require that    
certain purchasers of securities take physical delivery of such securities in   
definitive form. Such limits and such laws may impair the ability to transfer   
beneficial interests in the Series A global capital security.                   

  So long as DTC is the registered owner of global preferred security, DTC
will be considered the sole owner or holder of the Series A Capital Securities  
represented by such global capital security for all purposes under the Indenture
governing the Series A Capital Securities. Except as provided below, owners of  
beneficial interests in the Series A global preferred security will not be      
entitled to have any of the individual Series A Capital Securities registered in
their names, will not receive or be entitled to receive physical delivery of any
such Series A Capital Securities of such series in definitive form and will not 
be considered the owners or holders thereof under the Indenture.                

 A global security shall be exchangeable for Series A Capital Securities
registered in the names of persons other than DTC or its nominee only if (i) DTC
notifies the Series A Issuer that it is unwilling or unable to continue as a    
depositary for such global security and no successor depositary shall have been 
appointed, or if at any time DTC ceases to be a clearing agency registered under
the Exchange Act at a time when DTC is required to be so registered to act as   
such depositary, (ii) the Issuer in its sole discretion determines that such    
global security shall be so exchangeable or (iii) there shall have occurred and 
be continuing an event of default under the Indenture with respect to the Series
A Subordinated Debentures. Any global security that is exchangeable pursuant to 
the preceding sentence shall be exchangeable for definitive certificates        
registered in such names as DTC shall direct. It is expected that such          
instructions will be based upon directions received by DTC from its Participants
with respect to ownership of beneficial interests in such global security. In   
the event that Series A Capital Securities are issued in definitive form, such  
Series A Capital Securities will be in denominations of $25 and integral        
multiples thereof and may be transferred or exchanged at the offices described  
below.                                                                          

  Payments on and any distributions of Series A Subordinated Debentures in
exchange for Series A Capital Securities represented by a global security will  
be made to DTC, as the depositary for the Series A Capital Securities. In the   
event Series A Capital Securities are issued in certificated form, the          
Liquidation Amount and Distributions will be payable, the transfer of the Series
A Capital Securities will be registrable, Series A Subordinated Debentures will 
be distributed in exchange for Series A Capital Securities following a          
termination of the Issuer and Series A Capital Securities will be exchangeable  
for Series A Capital Securities of other denominations of a like aggregate      
Liquidation Amount, at the principal corporate trust office of the Property     
Trustee in New York, New York, or at the offices of any paying agent or transfer
agent appointed by the Administrative Trustees, provided that payment of any    
Distribution may be made at the option of the Administrative Trustees by check  
mailed to the address of the persons entitled thereto or by wire transfer. None 
of the Corporation, the Property Trustee, any Paying Agent, or the Securities   
Registrar for the Series A Capital Securities will have any responsibility or   
liability for any aspect of the records relating to or payments made on account 
of beneficial ownership interests of the global capital securities representing 
the Series A Capital Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. In addition, if the    
Series A Capital Securities are issued in certificated form, the record dates   
for payment of Distributions will be the 15th day of the month in which the     
relevant Distribution payment is scheduled to be paid. For a description of DTC 
and the terms of the                                                            

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depositary arrangements relating to payments, transfers, voting rights,         
redemptions and other notices and other matters, see "Book-Entry Issuance."     

The Corporation expects that DTC, upon receipt of any payment of      
Liquidation Amount, Redemption Price, premium or Distributions in respect of the
Series A global preferred security representing any of the Series A Capital     
Securities, immediately will credit Participants' accounts with payments in     
amounts proportionate to their respective beneficial interest in the aggregate  
Liquidation Amount of the Series A global preferred security for the Series A   
Capital Securities as shown on the records of DTC. The Corporation also expects 
that payments by Participants to owners of beneficial interests in the Series A 
global preferred security held through such Participants will be governed by    
standing instructions and customary practices, as is now the case with          
securities held for the accounts of customers in bearer form or registered in   
"street name." Such payments will be the responsibility of such Participants.   

PAYMENT AND PAYING AGENCY                                                       

 Payments in respect of the Series A Capital Securities shall be made to
DTC, which shall credit the relevant accounts at the Depositary on the          
applicable Distribution Dates or, if the Series A Capital Securities are not    
held by DTC, such payments shall be made by check mailed to the address of the  
holder entitled thereto as such address shall appear on the Register. The paying
agent (the "Paying Agent") shall initially be the Property Trustee and any      
co-paying agent chosen by the Property Trustee and acceptable to the            
Administrative Trustees and the Corporation. The Paying Agent shall be permitted
to resign as Paying Agent upon 30 days' written notice to the Property Trustee  
and the Corporation. In the event that the Property Trustee shall no longer be  
the Paying Agent, the Administrative Trustees shall appoint a successor (which  
shall be a bank or trust company acceptable to the Administrative Trustees and  
the Corporation) to act as Paying Agent.                                        

REGISTRAR AND TRANSFER AGENT                                                    

The Property Trustee will act as registrar and transfer agent for the 
Series A Capital Securities.                                                    

   Registration of transfers of Series A Capital Securities will be effected
without charge by or on behalf of the Issuer, but upon payment of any tax or    
other governmental charges that may be imposed in connection with any transfer  
or exchange. The Issuer will not be required to register or cause to be         
registered the transfer of Series A Capital Securities after Series A Capital   
Securities have been called for redemption.                                     

INFORMATION CONCERNING THE PROPERTY TRUSTEE                                     

   The Property Trustee, other than during the occurrence and continuance of
an Event of Default, undertakes to perform only such duties as are specifically 
set forth in the Series A Trust Agreement and, after such Event of Default, must
exercise the same degree of care and skill as a prudent person would exercise or
use in the conduct of his or her own affairs. Subject to this provision, the    
Property Trustee is under no obligation to exercise any of the powers vested in 
it by the Series A Trust Agreement at the request of any holder of Series A     
Capital Securities unless it is offered reasonable indemnity against the costs, 
expenses and liabilities that might be incurred thereby. If no Event of Default 
has occurred and is continuing and the Property Trustee is required to decide   
between alternative causes of action, construe ambiguous provisions in the      
Series A Trust Agreement or is unsure of the application of any provision of the
Series A Trust Agreement and the matter is not one on which holders of Series A 
Capital Securities are entitled under the Series A Trust Agreement to vote, then
the Property Trustee shall take such action as is directed by the Corporation   
and if not so directed, shall take such action as it deems advisable and in the 
best interests of the holders of the Series A Capital Securities and will have  
no liability except for its own bad faith, negligence or willful misconduct.    

MISCELLANEOUS                                                                   

The Administrative Trustees are authorized and directed to conduct the
affairs of and to operate the Issuer in such a way that the Issuer will not be  
deemed to be an "investment company" required to be                             

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registered under the Investment Company Act or classified as other than a       
grantor trust for United States federal income tax purposes and so that the     
Series A Junior Subordinated Debentures will be treated as indebtedness of the  
Corporation for United States federal income tax purposes. In this connection,  
the Corporation and the Administrative Trustees are authorized to take any      
action, not inconsistent with applicable law, the certificate of trust of each  
Issuer or the Series A Trust Agreement, that the Corporation and the            
Administrative Trustees determine in their discretion to be necessary or        
desirable for such purposes, as long as such action does not materially         
adversely affect the interests of the holders of the Series A Capital           
Securities.                                                                     

  Holders of the Series A Capital Securities have no preemptive or similar
rights.                                                                         

    The Issuer may not borrow money or issue debt or mortgage or pledge any of
its assets.                                                                     

DESCRIPTION OF SERIES A SUBORDINATED DEBENTURES 

   This summary of certain terms and provisions of the Series A Subordinated
Debentures set forth below, which describes the material provisions thereof,    
does not purport to be complete and is subject to, and qualified in its entirety
by reference to, the Indenture, and the Trust Indenture Act, to each of which   
reference is hereby made. The Indenture has been filed as an exhibit to the     
Registration Statement of which this Prospectus forms a part. The Indenture is  
qualified under the Trust Indenture Act. Whenever particular defined terms of   
the Indenture (as supplemented or amended from time to time) are referred to    
herein, such defined terms are incorporated herein by reference.                

Concurrently with the issuance of the Series A Capital Securities, the
Issuer will invest the proceeds thereof, together with the consideration paid by
the Corporation for the Series A Common Securities, in the Series A Subordinated
Debentures issued by the Corporation. The Series A Subordinated Debentures will 
bear interest at the annual rate of 8.45% of the principal amount thereof,      
payable quarterly in arrears on March 31, June 30, September 30 and December 31 
of each year (each, an "Interest Payment Date"), commencing June 30, 1998, and  
at maturity to the person in whose name each Series A Subordinated Debenture is 
registered at the close of business on the record date next preceding such      
Interest Payment Date. The period beginning on and including the date of        
original issuance of the Series A Subordinated Debentures and ending on but     
excluding the first Interest Payment Date and each successive period beginning  
on and including an Interest Payment Date and ending on but excluding the next  
succeeding Interest Payment Date is herein called an "Interest Period." It is   
anticipated that, until the liquidation, if any, of the Issuer, each Series A   
Subordinated Debenture will be held by the Property Trustee in trust for the    
benefit of the holders of the Series A Capital Securities. The amount of        
interest payable for any Interest Period will be computed on the basis of a     
360-day year of twelve 30-day months. In the event that any Interest Payment    
Date would otherwise fall on a day that is not a Business Day, such Interest    
Payment Date shall be postponed to the next day that is a Business Day (without 
any interest or other payment in respect of any such delay) unless it would     
thereby fall in the next calendar year, in which event the Interest Payment Date
shall be brought forward to the immediately preceding Business Day. Accrued     
interest that is not paid on the applicable Interest Payment Date will bear     
additional interest on the amount thereof (to the extent permitted by law) at   
the rate of 8.45% per annum, compounded quarterly from the relevant Interest    
Payment Date. The term "interest" as used herein shall include quarterly        
interest payments and interest on quarterly interest payments not paid on the   
applicable Interest Payment Date, as applicable. Notwithstanding anything to the
contrary set forth above, if the maturity date falls on a day that is not a     
Business Day, the payment of principal and interest will be paid on the next    
succeeding Business Day, with the same force and effect as if made on such      
maturity date and no interest on such payments will accrue from and after the   
maturity date.                                                                  

   The Series A Subordinated Debentures will be issued as a series of junior
subordinated deferrable interest debentures under the Indenture.                

The Series A Subordinated Debentures will mature on June 30, 2028.    

     The Series A Subordinated Debentures will be unsecured and will rank junior
and be subordinate in right of payment to all Senior Debt of the Corporation.   
See "Subordinated Debentures -- Subordination." Substantially all of the        
Corporation's existing indebtedness constitutes Senior Debt. Because the        
Corporation is a holding company, the right of the Corporation to participate in
any distribution of assets of any subsidiary,                                   

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including the U.S. Bank and Three Rivers Bank, upon such subsidiary's           
liquidation or reorganization or otherwise, is subject to the prior claims of   
creditors of that subsidiary, except to the extent that the Corporation may     
itself be recognized as a creditor of that subsidiary. Accordingly, the Series A
Subordinated Debentures and the Series A Guarantee will be effectively          
subordinated to all existing and future liabilities of the Corporation's        
subsidiaries, and holders of Series A Subordinated Debentures and beneficiaries 
of the Series A Guarantee should look only to the assets of the Corporation for 
payments on the Series A Subordinated Debentures or under the Series A          
Guarantee. The Indenture does not limit the incurrence or issuance of other     
secured or unsecured debt of the Corporation, including Senior Debt, whether    
under the Indenture, any other existing indenture or any other indenture that   
the Corporation may enter into in the future or otherwise. See                  
"-- Subordination."                                                             

OPTION TO DEFER INTEREST PAYMENTS                                               

So long as no event of default under the Indenture has occurred and is
continuing, the Corporation has the right under the Indenture at any time or    
from time to time during the term of the Series A Subordinated Debentures to    
defer payment of interest on the Series A Subordinated Debentures for a period  
not exceeding 20 consecutive quarterly periods with respect to each Extension   
Period, provided that no Extension Period may extend beyond the Stated Maturity 
of the Series A Subordinated Debentures. At the end of such Extension Period,   
the Corporation must pay all interest then accrued and unpaid on the Series A   
Subordinated Debentures (together with interest on such unpaid interest at the  
rate of 8.45% per annum, compounded quarterly from the relevant Interest Payment
Date, to the extent permitted by applicable law). During an Extension Period,   
interest will accrue and holders of Series A Subordinated Debentures (or holders
of Series A Capital Securities while such series is outstanding) will be        
required to accrue interest income for United States federal income tax         
purposes. See "Certain Federal Income Tax Consequences -- Interest Income and   
Original Issue Discount."                                                       

During any such Extension Period, the Corporation may not, and may not
permit any subsidiary of the Corporation to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment    
with respect to, any of the Corporation's capital stock, (ii) make any payment  
of principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities of the Corporation (including other series of Junior            
Subordinated Debentures) that rank pari passu with or junior in interest to the 
Series A Subordinated Debentures or (iii) make any guarantee payments with      
respect to any guarantee by the Corporation of the debt securities of any       
subsidiary of the Corporation if such guarantee ranks pari passu with or junior 
in interest to the Series A Subordinated Debentures (other than (a) dividends or
distributions in capital stock of the Corporation, (b) any declaration of a     
dividend in connection with the implementation of a shareholders' rights plan,  
or the redemption or repurchase of any such rights pursuant thereto, (c)        
payments under the Series A Guarantee, and (d) purchases of common stock related
to the issuance of common stock or rights under any of the Corporation's benefit
plans for its directors, officers or employees, related to the issuance of      
common stock or rights under a dividend reinvestment and stock purchase plan, or
related to the issuance of common stock (or securities convertible into or      
exchangeable for common stock) as consideration in an acquisition transaction   
that was entered into prior to the commencement of such Extension Period). Prior
to the termination of any such Extension Period, the Corporation may further    
defer the payment of interest on the Series A Subordinated Debentures, provided 
that no Extension Period may exceed 20 consecutive quarterly periods or extend  
beyond the Stated Maturity of the Series A Subordinated Debentures. Upon the    
termination of any such Extension Period and the payment of all interest then   
accrued and unpaid (together with interest thereon at the rate of 8.45% per     
annum, compounded quarterly, to the extent permitted by applicable law), the    
Corporation may elect to begin a new Extension Period subject to the above      
requirements. No interest shall be due and payable during an Extension Period,  
except at the end thereof. The Corporation must give the Property Trustee, the  
Administrative Trustees and the Debenture Trustee notice of its election to     
begin such Extension Period at least one Business Day prior to the earlier of   
(i) the date Distributions on the Series A Capital Securities would have been   
payable except for the election to begin such Extension Period, (ii) the date   
the Administrative Trustees are required to give notice to the New York Stock   
Exchange, the Nasdaq National Market or other applicable stock exchange or      
automated quotation system on which the Series A Capital Securities may then be 
listed or quoted or to holders of Series A Subordinated Debentures of the record
date for such Distributions or (iii) the date such Distributions are payable,   
but in                                                                          

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any event not less than one Business Day prior to such record date. The         
Debenture Trustee shall give notice of the Corporation's election to begin a new
Extension Period to the holders of the Series A Subordinated Debentures. There  
is no limitation on the number of times that the Corporation may elect to begin 
an Extension Period.                                                            

TRUST COSTS AND EXPENSES                                                        

     In the Indenture, the Corporation, as borrower, has agreed to pay all debts
and other obligations (other than with respect to the Series A Capital          
Securities) and all costs and expenses of the Issuer (including costs and       
expenses relating to the organization of the Issuer, the fees and expenses of   
the Issuer Trustees and the costs and expenses relating to the operation of the 
Issuer) and to pay any and all taxes and all costs and expenses with respect    
thereto (other than United States withholding taxes) to which the Issuer might  
become subject.                                                                 

PAYMENT AND PAYING AGENTS                                                       

Payment of principal of and any interest on Series A Subordinated     
Debentures will be made at the office of the Debenture Trustee in the City of   
New York or at the office of such paying agent or paying agents as the          
Corporation may designate from time to time, except that at the option of the   
Corporation payment of any interest may be made (i) by check mailed to the      
address of the person entitled thereto as such address shall appear in the      
securities register or (ii) by transfer to an account maintained by the person  
entitled thereto as specified in the securities register, provided that proper  
transfer instructions have been received by the Record Date. Payment of any     
interest on Series A Subordinated Debentures will be made to the person in whose
name such Series A Subordinated Debentures are registered at the close of       
business on the Record Date for such interest, except in the case of defaulted  
interest. The Corporation may at any time designate additional paying agents or 
rescind the designation of any paying agent; however, the Corporation will at   
all times be required to maintain a paying agent in each place of payment for   
the Series A Subordinated Debentures.                                           

 Any moneys deposited with the Debenture Trustee or any paying agent, or
then held by the Corporation in trust, for the payment of the principal of or   
interest on any Series A Subordinated Debenture and remaining unclaimed for two 
years after such principal or interest has become due and payable shall, at the 
request of the Corporation, be repaid to the Corporation and the holder of such 
Series A Subordinated Debenture shall thereafter look, as a general unsecured   
creditor, only to the Corporation for payment thereof.                          

REDEMPTION                                                                      

    Subject to the Corporation's having received prior approval of the Federal
Reserve if then required under applicable capital guidelines or policies, the   
Series A Subordinated Debentures are redeemable prior to maturity at the option 
of the Corporation (i) on or after June 30, 2003, in whole at any time or in    
part from time to time or (ii) at any time, in certain circumstances as         
described under "-- Conditional Right to Redeem upon a Tax Event or Capital     
Treatment Event," in whole (but not in part) within 90 days following the       
occurrence of a Tax Event or Capital Treatment Event. The proceeds of any such  
redemption will be used by the Issuer to redeem the Series A Securities.        

   The redemption price with respect to the Series A Subordinated Debentures
shall be equal to 100% of the principal amount of the Series A Subordinated     
Debentures so redeemed plus accrued and unpaid interest thereon to the date of  
redemption.                                                                     

    Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of Series A Subordinated      
Debentures to be redeemed at its registered address. Unless the Corporation     
defaults in payment of the redemption price, on and after the redemption date,  
interest will cease to accrue on such Series A Subordinated Debentures or       
portions thereof called for redemption.                                         

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DISTRIBUTION OF SERIES A SUBORDINATED DEBENTURES                                

As described under "Description of Series A Capital Securities --     
Liquidation of Issuer and Distribution of Series A Subordinated Debentures to   
Holders," under certain circumstances involving the termination of the Issuer,  
Series A Subordinated Debentures may be distributed to the holders of the Series
A Capital Securities in exchange therefor upon liquidation of the Issuer after  
satisfaction of liabilities to creditors of the Issuer as provided by applicable
law. If distributed to holders of Series A Capital Securities, the Series A     
Subordinated Debentures will initially be issued in the form of one or more     
global securities and DTC, or any successor depositary for the Series A Capital 
Securities, will act as depositary for the Series A Subordinated Debentures. It 
is anticipated that the depositary arrangements for the Series A Subordinated   
Debentures would be substantially identical to those in effect for the Series A 
Capital Securities. If Series A Subordinated Debentures are distributed to the  
holders of Series A Capital Securities in exchange therefor upon the liquidation
of the Issuer, the Corporation will use its best efforts to list the            
Subordinated Debentures on the New York Stock Exchange or such other stock      
exchanges or automated quotation systems, if any, on which the Series A Capital 
Securities are then listed or quoted. There can be no assurance as to the market
price of any Series A Subordinated Debentures that may be distributed to the    
holders of Series A Capital Securities.                                         

CONDITIONAL RIGHT TO REDEEM UPON A TAX EVENT OR CAPITAL TREATMENT EVENT         

  If a Tax Event or a Capital Treatment Event occurs and either (i) in the
opinion of counsel to the Corporation experienced in such matters, there would  
in all cases, after effecting the termination of the Issuer and the distribution
of the Series A Subordinated Debentures to the holders of the Series A Capital  
Securities in exchange therefor upon liquidation of the Issuer, be more than an 
insubstantial risk that an Adverse Tax Consequence (as defined in "Risk         
Factors -- Tax Event or Capital Treatment Event -- Exchange of Series A Capital 
Securities for Series A Subordinated Debentures or Redemption") would continue  
to exist, (ii) in the reasonable determination of the Corporation, there would  
in all cases, after effecting the termination of the Issuer and the distribution
of the Series A Subordinated Debentures to the holders of the Series A Capital  
Securities in exchange therefor upon liquidation of the Issuer, be more than an 
insubstantial risk that the Corporation will not be entitled to treat an amount 
equal to the Liquidation Amount of the Series A Capital Securities as "Tier 1   
Capital" (or the then equivalent thereof) for purposes of the capital adequacy  
guidelines of the Federal Reserve, as then in effect and applicable to the      
Corporation, or (iii) the Series A Subordinated Debentures are not held by the  
Issuer, then the Corporation shall have the right to redeem the Series A        
Subordinated Debentures, in whole but not in part, at any time within 90 days   
following the occurrence of a Tax Event or Capital Treatment Event at a         
redemption price equal to 100% of the principal amount thereof plus accrued and 
unpaid interest thereon to the date of redemption. See "-- Redemption" and      
"-- Liquidation of Issuer and Distribution of Series A Subordinated Debentures  
to Holders."                                                                    

    Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of Series A Subordinated      
Debentures to be redeemed at its registered address. Unless the Corporation     
defaults in payment of the redemption price, on and after the redemption date,  
interest will cease to accrue on such Series A Subordinated Debentures or       
portions thereof called for redemption.                                         

REGISTRATION OF SERIES A SUBORDINATED DEBENTURES                                

    The Series A Subordinated Debentures will be registered in the name of the
Issuer. In the event that the Series A Subordinated Debentures are distributed  
to holders of Series A Capital Securities, it is anticipated that the depositary
and other arrangements for the Series A Subordinated Debentures will be         
substantially identical to those in effect for the Series A Capital Securities, 
as applicable. See "Description of Series A Capital Securities -- Registration  
of Series A Capital Securities."                                                

RESTRICTIONS ON CERTAIN PAYMENTS                                                

The Corporation will also covenant, as to the Series A Subordinated   
Debentures, that it will not, and will not permit any subsidiary of the         
Corporation to, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the     
Corporation's capital                                                           

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stock, (ii) make any payment of principal, interest or premium, if any, on or   
repay or repurchase or redeem any debt securities of the Corporation (including 
other series of Junior Subordinated Debentures) that rank pari passu with or    
junior in interest to the Series A Subordinated Debentures or (iii) make any    
guarantee payments with respect to any guarantee by the Corporation of the debt 
securities of any subsidiary of the Corporation if such guarantee ranks pari    
passu with or junior in interest to the Series A Subordinated Debentures (other 
than (a) dividends or distributions in capital stock of the Corporation, (b) any
declaration of a dividend in connection with the implementation of a            
shareholders' rights plan, or the redemption or repurchase of any such rights   
pursuant thereto, (c) payments under the Series A Guarantee with respect to the 
Series A Capital Securities and (d) purchases of common stock related to the    
issuance of common stock or rights under any of the Corporation's benefit plans 
for its directors, officers or employees, related to the issuance of common     
stock or rights under a dividend reinvestment and stock purchase plan, or       
related to the issuance of common stock (or securities convertible into or      
exchangeable for common stock) as consideration in an acquisition transaction   
that was entered into prior to the commencement of such Extension Period) if at 
such time (i) there shall have occurred any event of which the Corporation has  
actual knowledge (a) that with the giving of notice or the lapse of time, or    
both, would constitute a "Debenture Event of Default" under the Indenture with  
respect to the Series A Subordinated Debentures of such series and (b) in       
respect of which the Corporation shall not have taken reasonable steps to cure, 
(ii) if such Series A Subordinated Debentures are held by an Issuer of a series 
of Series A Capital Securities, the Corporation shall be in default with respect
to its payment of any obligations under the Guarantee relating to such Series A 
Capital Securities or (iii) the Corporation shall have given notice of its      
election of an Extension Period as provided in the Indenture with respect to the
Series A Subordinated Debentures of such series and shall not have rescinded    
such notice, or such Extension Period, or any extension thereof, shall be       
continuing.                                                                     

MODIFICATION OF INDENTURE                                                       

  From time to time the Corporation and the Debenture Trustee may, without
the consent of the holders of the Series A Subordinated Debentures, amend, waive
or supplement the Indenture for specified purposes, including, among other      
things, curing ambiguities, defects or inconsistencies (provided that any such  
action does not materially adversely affect the interests of the holders of the 
Series A Subordinated Debentures or the holders of the Series A Capital         
Securities so long as they remain outstanding) and qualifying, or maintaining   
the qualification of, the Indenture under the Trust Indenture Act. The Indenture
contains provisions permitting the Corporation and the Debenture Trustee, with  
the consent of the holders of not less than a majority in principal amount of   
each outstanding Series A Subordinated Debentures affected, to modify the       
Indenture in a manner adversely affecting the rights of the holders of the      
Series A Subordinated Debentures in any material respect; provided, that no such
modification may, without the consent of the holder of each outstanding Series A
Subordinated Debenture so affected, (i) change the Stated Maturity of the Series
A Subordinated Debentures, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon or (ii) reduce the       
percentage of principal amount of Series A Subordinated Debentures of any       
series, the holders of which are required to consent to any such modification of
the Indenture, provided further that, in the case of Series A Subordinated      
Debentures, so long as any Series A Capital Securities remain outstanding, (a)  
no such modification may be made that adversely affects the holders of such     
Series A Capital Securities in any material respect, and no termination of the  
Indenture may occur, and no waiver of any event of default or compliance with   
any covenant under the Indenture may be effective, without the prior consent of 
the holders of at least a majority of the aggregate Liquidation Amount of all   
outstanding Series A Capital Securities affected unless and until the principal 
of the Series A Subordinated Debentures and all accrued and unpaid interest     
thereon have been paid in full and certain other conditions have been satisfied,
and (b) where a consent under the Indenture would require the consent of each   
holder of Series A Subordinated Debentures, no such consent shall be given by   
the Property Trustee without the prior consent of each holder of Series A       
Capital Securities.                                                             

     In addition, the Corporation and the Debenture Trustee may execute, without
the consent of any holder of the Series A Subordinated Debentures, any          
supplemental Indenture for the purpose of creating any new series of Junior     
Subordinated Debentures.                                                        

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DEBENTURE EVENTS OF DEFAULT                                                     

The Indenture provides that any one or more of the following described
events with respect to the Series A Subordinated Debentures that has occurred   
and is continuing constitutes a "Debenture Event of Default" with respect to the
Series A Subordinated Debentures:                                               

(i) failure for 30 days to pay any interest on the Series A 
   Subordinated Debentures when due (subject to the deferral of any interest
payment in the case of an Extension Period); or                       

         (ii) failure to pay any principal or premium, if any, on the Series A
     Subordinated Debentures when due whether at maturity or upon redemption; or

       (iii) failure to observe or perform in any material respect certain
     other covenants contained in the Indenture for 90 days after written notice
  to the Corporation from the Debenture Trustee or the holders of at least
    25% in aggregate outstanding principal amount of the Series A Subordinated
Debentures; or                                                        

          (iv) certain events in bankruptcy, insolvency or reorganization of the
Corporation.                                                          

The holders of a majority in aggregate outstanding principal amount of
Series A Subordinated Debentures have the right to direct the time, method and  
place of conducting any proceeding for any remedy available to the Debenture    
Trustee. The Debenture Trustee or the holders of not less than 25% in aggregate 
outstanding principal amount of Series A Subordinated Debentures may declare the
principal due and payable immediately upon a Debenture Event of Default, should 
the Debenture Trustee or such holders of such Series A Junior Subordinated      
Debentures fail to make such declaration, the holders of at least 25% in        
aggregate Liquidation Amount of the Series A Capital Securities shall have such 
right. The holders of a majority in aggregate outstanding principal amount of   
Series A Subordinated Debentures may annul such declaration of such Subordinated
Debentures fail to annul such declaration and waive such default, the holders of
a majority in aggregate Liquidation Amount of the Series A Capital Securities   
affected shall have such right.                                                 

The holders of a majority in aggregate outstanding principal amount of
Series A Subordinated Debentures affected thereby may, on behalf of the holders 
of all Series A Subordinated Debentures, waive any default, except a default in 
the payment of principal or interest (unless such 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 in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each outstanding    
Series A Subordinated Debenture. Should the holders of Series A Subordinated    
Debentures fail to waive such default, the holders of a majority in aggregate   
Liquidation Amount of the Series A Capital Securities affected shall have such  
right. The Corporation is required to file annually with the Debenture Trustee a
certificate as to whether or not the Corporation is in compliance with all the  
conditions and covenants applicable to it under the Indenture.                  

  In case a Debenture Event of Default shall occur and be continuing as to
the Series A Subordinated Debentures, the Property Trustee will have the right  
to declare the principal of and the interest on the Series A Subordinated       
Debentures, and any other amounts payable under the Indenture, to be forthwith  
due and payable and to enforce its other rights as a creditor with respect to   
the Series A Subordinated Debentures.                                           

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF SERIES A CAPITAL SECURITIES         

   If a Debenture Event of Default with respect to the Series A Subordinated
Debentures has occurred and is continuing and such event is attributable to the 
failure of the Corporation to pay interest or principal on such the Series A    
Subordinated Debentures on the date such interest or principal is due and       
payable, a holder of Series A Capital Securities may institute a legal          
proceeding directly against the Corporation for enforcement of payment to such  
holder of the principal of or interest on the Series A Subordinated Debentures  
having a principal amount equal to the aggregate Liquidation Amount of the      
Series A Capital Securities of such holder (a "Direct Action"). The Corporation 
may not amend the Indenture to remove the foregoing right to bring a Direct     
Action without the prior written consent of the holders of all of the Series A  
Capital Securities                                                              

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outstanding. If the right to bring a Direct Action is removed, the Issuer may   
become subject to the reporting obligations under the Exchange Act. The         
Corporation shall have the right under the Indenture to set-off any payment made
to such holder of Series A Capital Securities by the Corporation in connection  
with a Direct Action.                                                           

     The holders of the Series A Capital Securities will not be able to exercise
directly any remedies other than those set forth in the preceding paragraph     
available to the holders of the Series A Subordinated Debentures unless there   
shall have been an event of default under the Series A Trust Agreement. See     
"Description of Preferred Securities -- Events of Default; Notice."             

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS                    

   The Indenture provides that the Corporation shall not consolidate with or
merge into any other Person or convey, transfer or lease its properties and     
assets substantially as an entirety to any Person, and no Person shall          
consolidate with or merge into the Corporation or convey, transfer or lease its 
properties and assets substantially as an entirety to the Corporation, unless   
(i) in case the Corporation consolidates with or merges into another Person or  
conveys or transfers its properties and assets substantially as an entirety to  
any Person, the successor Person is organized under the laws of the United      
States or any state or the District of Columbia, and such successor Person      
expressly assumes the Corporation's obligations on the Series A Subordinated    
Debentures issued under the Indenture; (ii) immediately after giving effect     
thereto, no Debenture Event of Default, and no event which, after notice or     
lapse of time or both, would become a Debenture Event of Default, shall have    
occurred and be continuing; (iii) such transaction is not prohibited under the  
Series A Trust Agreement and Series A Guarantee and does not give rise to any   
breach or violation of the Series A Trust Agreement or Series A Guarantee, and  
(iv) certain other conditions as prescribed by the Indenture are met.           

     The general provisions of the Indenture do not afford holders of the Series
A Subordinated Debentures protection in the event of a highly leveraged or other
transaction involving the Corporation that may adversely affect holders of the  
Series A Subordinated Debentures.                                               

SATISFACTION AND DISCHARGE                                                      

The Indenture provides that when, among other things, all Series A    
Subordinated Debentures not previously delivered to the Debenture Trustee for   
cancellation (i) have become due and payable or (ii) will become due and payable
at their Stated Maturity within one year, and the Corporation deposits or causes
to be deposited with the Debenture Trustee funds, in trust, for the purpose and 
in an amount in the currency or currencies in which the Series A Subordinated   
Debentures are payable sufficient to pay and discharge the entire indebtedness  
on the Series A Subordinated Debentures not previously delivered to the         
Debenture Trustee for cancellation, for the principal and interest to the date  
of the deposit or to the Stated Maturity, as the case may be, then the Indenture
will cease to be of further effect (except as to the Corporation's obligations  
to pay all other sums due pursuant to the Indenture and to provide the officers'
certificates and opinions of counsel described therein), and the Corporation    
will be deemed to have satisfied and discharged the Indenture.                  

SUBORDINATION                                                                   

     In the Indenture, the Corporation has covenanted and agreed that the Series
A Subordinated Debentures issued thereunder will be subordinate and junior in   
right of payment to all Senior Debt to the extent provided in the Indenture.    
Upon any payment or distribution of assets of the Corporation upon any          
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency, debt          
restructuring or similar proceedings in connection with any insolvency or       
bankruptcy proceeding of the Corporation, the holders of Senior Debt will first 
be entitled to receive payment in full of principal of (and premium, if any) and
interest, if any, on such Senior Debt before the holders of Series A            
Subordinated Debentures will be entitled to receive or retain any payment in    
respect of the principal of (and premium, if any) or interest, if any, on the   
Series A Subordinated Debentures; provided, however, that holders of Senior Debt
shall not be entitled to receive payment of any such amounts to the extent that 
such holders would be required by the subordination provisions of such Senior   
Debt to pay such amounts over to the                                            

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obligees on trade accounts payable or other liabilities arising in the ordinary 
course of the Corporation's business.                                           

   In the event of the acceleration of the maturity of Series A Subordinated
Debentures, the holders of all Senior Debt outstanding at the time of such      
acceleration will first be entitled to receive payment in full of all amounts   
due thereon (including any amounts due upon acceleration thereof) before the    
holders of Series A Subordinated Debentures will be entitled to receive or      
retain any payment in respect of the principal of (or premium, if any) or       
interest, if any, on the Series A Subordinated Debentures; provided, however,   
that holders of Senior Debt shall not be entitled to receive payment of any such
amounts to the extent that such holders would be required by the subordination  
provisions of such Senior Debt to pay such amounts over to the obligees on trade
accounts payable or other liabilities arising in the ordinary course of the     
Corporation's business.                                                         

    No payments on account of principal or interest in respect of the Series A
Subordinated Debentures may be made if there shall have occurred and be         
continuing a default in any payment with respect to Senior Debt or an event of  
default with respect to any Senior Debt resulting in the acceleration of the    
maturity thereof, or if any judicial proceeding shall be pending with respect to
any such default.                                                               

  "Debt" means with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every   
obligation of such Person for money borrowed; (ii) every obligation of such     
Person evidenced by bonds, debentures, notes or other similar instruments,      
including obligations incurred in connection with the acquisition of property,  
assets or businesses; (iii) every reimbursement obligation of such Person with  
respect to letters of credit, bankers' acceptances or similar facilities issued 
for the account of such Person; (iv) every obligation of such Person issued or  
assumed as the deferred purchase price of property or services (but excluding   
trade accounts payable or accrued liabilities arising in the ordinary course of 
business); (v) every capital lease obligation of such Person; (vi) every        
obligation of such Person for claims in respect of derivative products such as  
interest and foreign exchange rate contracts, commodity contracts and similar   
arrangements; and (vii) every obligation of the type referred to in clauses (i) 
through (vi) of another Person and all dividends of another Person the payment  
of which, in either case, such Person has guaranteed or is responsible or liable
for, directly or indirectly, as obligor or otherwise.                           

     "Senior Debt" means the principal of (and premium, if any) and interest, if
any (including interest accruing on or after the filing of any petition in      
bankruptcy or for reorganization relating to the Corporation whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,       
whether incurred on or prior to the date of the Indenture or thereafter         
incurred, unless, in the instrument creating or evidencing the same or pursuant 
to which the same is outstanding, it is provided that such obligations are not  
superior in right of payment to the Series A Subordinated Debentures or to other
Debt which is pari passu with, or subordinated to, the Series A Subordinated    
Debentures; provided, however, that Senior Debt shall not be deemed to include  
(i) any Debt of the Corporation which when incurred and without respect to any  
election under Section 1111(b) of the United States Bankruptcy Code of 1978, as 
amended, was without recourse to the Corporation, (ii) any Debt of the          
Corporation to any of its subsidiaries, (iii) Debt to any employee of the       
Corporation, (iv) Debt which by its terms is subordinated to trade accounts     
payable or accrued liabilities arising in the ordinary course of business to the
extent that payments made to the holders of such Debt by the holders of the     
Series A Subordinated Debentures as a result of the subordination provisions of 
the Indenture would be greater than such payments otherwise would have been as a
result of any obligation of such holders of such Debt to pay amounts over to the
obligees on such trade accounts payable or accrued liabilities arising in the   
ordinary course of business as a result of subordination provisions to which    
such Debt is subject, and (v) any other debt securities issued pursuant to the  
Indenture.                                                                      

     The Indenture places no limitation on the amount of Senior Debt that may be
incurred by the Corporation. The Corporation expects from time to time to incur 
additional indebtedness and other obligations constituting Senior Debt.         

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GOVERNING LAW                                                                   

The Indenture is, and the Series A Subordinated Debentures will be,   
governed by and construed in accordance with the laws of the State of New York. 

INFORMATION CONCERNING THE DEBENTURE TRUSTEE                                    

The Debenture Trustee shall have and be subject to all the duties and 
responsibilities specified with respect to an indenture trustee under the Trust 
Indenture Act. Subject to such provisions, the Debenture Trustee is under no    
obligation to exercise any of the powers vested in it by the Indenture at the   
request of any holder of Series A Subordinated Debentures, unless offered       
reasonable indemnity by such holder against the costs, expenses and liabilities 
which might be incurred thereby. The Debenture Trustee is not required to expend
or risk its own funds or otherwise incur personal financial liability in the    
performance of its duties if the Debenture Trustee reasonably believes that     
repayment or adequate indemnity is not reasonably assured to it.                

BOOK-ENTRY ISSUANCE 

DTC will act as securities depositary for all of the Series A Capital 
Securities. The Series A Capital Securities and the Series A Subordinated       
Debentures will be issued only as fully-registered securities registered in the 
name of Cede & Co. (DTC's nominee). One or more fully-registered global         
certificates will be issued for the Series A Capital Securities of the Issuer   
and the Series A Subordinated Debentures, representing in the aggregate the     
total number of the Series A Capital Securities or aggregate principal balance  
of Series A Subordinated Debentures, respectively, and will be deposited with   
the Property Trustee as custodian for DTC.                                      

     DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a 
member of the Federal Reserve System, a "clearing corporation" within the       
meaning of the New York Uniform Commercial Code, and a "clearing agency"        
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC   
holds securities that its Participants deposit with DTC. DTC also facilitates   
the settlement among Participants of securities transactions, such as transfers 
and pledges, in deposited securities through electronic computerized book-entry 
changes in Participants' accounts, thereby eliminating the need for physical    
movement of securities certificates. "Direct Participants" include securities   
brokers and dealers, banks, trust companies, clearing corporations and certain  
other organizations. DTC is owned by a number of its Direct Participants and by 
the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the    
National Association of Securities Dealers, Inc. Access to the DTC system is    
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain custodial relationships with Direct    
Participants, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the Commission.         

Purchases of Series A Capital Securities or Series A Subordinated     
Debentures within the DTC system must be made by or through Direct Participants,
which will receive a credit for the Series A Capital Securities or Series A     
Subordinated Debentures on DTC's records. The ownership interest of each actual 
purchaser of each Series A Capital Security and each Series A Subordinated      
Debenture ("Beneficial Owner") is in turn to be recorded on the Direct and      
Indirect Participants' records, including Euroclear and Cedel. Beneficial Owners
will not receive written confirmation from DTC of their purchases, but          
Beneficial Owners are expected to receive written confirmations providing       
details of the transactions, as well as periodic statements of their holdings,  
from the Direct or Indirect Participants through which the Beneficial Owners    
purchased Series A Capital Securities or Series A Subordinated Debentures.      
Transfers of ownership interests in the Series A Capital Securities or Series A 
Subordinated Debentures are to be accomplished by entries made on the books of  
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not  
receive certificates representing their ownership interests in Series A Capital 
Securities or Series A Subordinated Debentures, except in the event that use of 
the book-entry system for the Series A Capital Securities of such Issuer or     
Series A Subordinated Debentures is discontinued.                               

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  Transfers between Participants will be effected in accordance with DTC's
procedures and will be settled in same-day funds. Transfers between participants
in Euroclear and Cedel will be effected in the ordinary way in accordance with  
their respective rules and operating procedures.                                

     Cross-market transfers between Participants, on the one hand, and Euroclear
participants or Cedel participants, on the other hand, will be effected in DTC  
in accordance with DTC's rules on behalf of Euroclear or Cedel, as the case may 
be, by its respective depositary; however, such cross-market transactions will  
require delivery of instructions to Euroclear or Cedel, as the case may be, by  
the counterparty in such system in accordance with the rules and procedures and 
within the established deadlines (Brussels time) of such system. Euroclear or   
Cedel, as the case may be, will, if the transaction meets its settlement        
requirements, deliver instructions to its respective depositary to take action  
to effect final settlement on its behalf by delivering or receiving interests in
the Series A Capital Securities or Series A Subordinated Debentures in DTC, and 
making or receiving payment in accordance with normal procedures for same-day   
funds settlement applicable to DTC. Euroclear participants and Cedel            
participants may not deliver instructions directly to the depositaries for      
Euroclear or Cedel.                                                             

    Because of time zone differences, the securities account of a Euroclear or
Cedel participant purchasing an interest in a Series A Capital Security or      
Series A Subordinated Debenture from a Participant in DTC will be credited, and 
any such crediting will be reported to the relevant Euroclear participant or    
Cedel participant, during the securities settlement processing day (which must  
be a business day for Euroclear and Cedel, as the case may be) immediately      
following the DTC settlement date. Cash received in Euroclear or Cedel as a     
result of sales of interests in a Series A Capital Security or Series A         
Subordinated Debenture by or through a Euroclear or Cedel participant to a      
Participant in DTC will be received with value on the DTC settlement date but   
will be available in the relevant Euroclear or Cedel cash account only as of the
business day for Euroclear or Cedel following the DTC settlement date.          

DTC has no knowledge of the actual Beneficial Owners of the Series A  
Capital Securities or Series A Subordinated Debentures; DTC's records reflect   
only the identity of the Direct Participants to whose accounts such Series A    
Capital Securities or Series A Subordinated Debentures are credited, which may  
or may not be the Beneficial Owners. The Participants will remain responsible   
for keeping account of their holdings on behalf of their customers.             

Conveyance of notices and other communications by DTC to Direct       
Participants, by Direct Participants to Indirect Participants, and by Direct    
Participants and Indirect Participants to Beneficial Owners and the voting      
rights of Direct Participants, Indirect Participants and Beneficial Owners will 
be governed by arrangements among them, subject to any statutory or regulatory  
requirements as may be in effect from time to time.                             

   Redemption notices will be sent to Cede & Co. as the registered holder of
the Series A Capital Securities or Series A Subordinated Debentures. If less    
than all Series A Capital Securities or the Series A Subordinated Debentures are
being redeemed, DTC's current practice is to determine by lot the amount of the 
interest of each Direct Participant to be redeemed.                             

Although voting with respect to the Series A Capital Securities or the
Series A Subordinated Debentures is limited to the holders of record of the     
Series A Capital Securities or Series A Subordinated Debentures, in those       
instances in which a vote is required, neither DTC nor Cede & Co. will itself   
consent or vote with respect to Series A Capital Securities or Series A         
Subordinated Debentures. Under its usual procedures, DTC would mail an omnibus  
proxy (the "Omnibus Proxy") to the relevant Trustee as soon as possible after   
the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting    
rights to those Direct Participants to whose accounts such Series A Capital     
Securities or Series A Subordinated Debentures are credited on the record date  
(identified in a listing attached to the Omnibus Proxy).                        

  Distribution payments on the Series A Capital Securities or the Series A
Subordinated Debentures will be made by the relevant Trustee to DTC. DTC's      
practice is to credit Direct Participants' accounts on the relevant payment date
in accordance with their respective holdings shown on DTC's records unless DTC  
has reason to believe that it will not receive payments on such payment date.   
Payments by Participants to                                                     

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Beneficial Owners will be governed by standing instructions and customary       
practices and will be the responsibility of such Participant and not of DTC, the
relevant Trustee, the Issuer thereof or the Corporation, subject to any         
statutory or regulatory requirements as may be in effect from time to time.     
Payment of Distributions to DTC is the responsibility of the relevant Trustee,  
disbursement of such payments to Direct Participants is the responsibility of   
DTC, and disbursements of such payments to the Beneficial Owners is the         
responsibility of Direct and Indirect Participants.                             

  DTC may discontinue providing its services as securities depositary with
respect to any of the Series A Capital Securities or the Series A Subordinated  
Debentures at any time by giving reasonable notice to the relevant Trustee and  
the Corporation. In the event that a successor securities depositary is not     
obtained, definitive Series A Capital Security or Series A Subordinated         
Debenture certificates representing such Series A Capital Securities or Series A
Subordinated Debentures are required to be printed and delivered. The           
Corporation, at its option, may decide to discontinue use of the system of      
book-entry transfers through DTC (or a successor depositary). After a Debenture 
Event of Default, the holders of a majority in liquidation preference of Series 
A Capital Securities or aggregate principal amount of Series A Subordinated     
Debentures may determine to discontinue the system of book-entry transfers      
through DTC. In any such event, definitive certificates for such Series A       
Capital Securities or Series A Subordinated Debentures will be printed and      
delivered.                                                                      

    The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Issuer and the Corporation believe to be
accurate, but the Issuer and the Corporation assume no responsibility for the   
accuracy thereof. Neither the Issuer nor the Corporation has any responsibility 
for the performance by DTC or its Participants of their respective obligations  
as described herein or under the rules and procedures governing their respective
operations.                                                                     

DESCRIPTION OF SERIES A GUARANTEE 

  The Series A Guarantee will be executed and delivered by the Corporation
concurrently with the issuance by the Issuer of Series A Capital Securities for 
the benefit of the holders from time to time of Series A Capital Securities and 
Common Securities. The Bank of New York will act as indenture trustee           
("Guarantee Trustee") under the Series A Guarantee for the purposes of          
compliance with the Trust Indenture Act and the Series A Guarantee will be      
qualified as an indenture under the Trust Indenture Act. This summary of certain
provisions of the Guarantee, which summarizes the material terms thereof, does  
not purport to be complete and is subject to, and qualified in its entirety by  
reference to, all of the provisions of the Series A Guarantee, including the    
definitions therein of certain terms, and the Trust Indenture Act, to each of   
which reference is hereby made. The form of the Series A Guarantee has been     
filed as an exhibit to the Registration Statement of which this Prospectus forms
a part. Reference in this summary to Series A Capital Securities means the      
Series A Capital Securities to which the Series A Guarantee relates. The        
Guarantee Trustee will hold the Series A Guarantee for the benefit of the       
holders of the Series A Capital Securities and Common Securities.               

GENERAL                                                                         

  The Series A Guarantee guarantees to the holders of the Series A Capital
Securities the following payments (the "Guarantee Payments," to the extent not  
paid by the Issuer: (i) any accumulated and unpaid Distributions required to be 
paid on the Series A Securities, to the extent that the Issuer has funds on hand
available therefor at such time, (ii) the redemption price with respect to any  
Series A Securities called for redemption, to the extent that the Issuer has    
funds on hand available therefor at such time, and (iii) upon a voluntary or    
involuntary dissolution, winding up or liquidation of the Issuer (unless the    
Series A Subordinated Debentures are distributed to holders of the Series A     
Securities), the lesser of (a) the aggregate of the Liquidation Amount and all  
accumulated and unpaid Distributions to the date of payment, to the extent that 
the Issuer has funds on hand available therefor at such time, and (b) the amount
of assets of the Issuer remaining available for distribution to holders of the  
Series A Securities after payment of creditors of the Issuer as required by     
applicable law. The Series A Guarantee will be qualified as an indenture under  
the Trust Indenture Act. The Bank of New York will act as the Guarantee Trustee 
for the purposes of compliance with the Trust Indenture Act and will hold the   
Series A Guarantee for the benefit of the holders of the Series A               

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Securities. The Bank of New York will also act as Debenture Trustee for the     
Series A Subordinated Debentures and as Property Trustee.                       

    The holders of not less than a majority in aggregate Liquidation Amount of
the Series A Securities have the right to direct the time, method and place of  
conducting any proceeding for any remedy available to the Guarantee Trustee in  
respect of the Series A Guarantee or to direct the exercise of any trust power  
conferred upon the Guarantee Trustee under the Series A Guarantee. Any holder of
the Series A Securities may institute a legal proceeding directly against the   
Corporation to enforce its rights under the Series A Guarantee without first    
instituting a legal proceeding against the Issuer, the Guarantee Trustee or any 
other person or entity. If the Corporation were to default on its obligation to 
pay amounts payable under the Series A Subordinated Debentures, the Series A    
Issuer would lack funds for the payment of Distributions or amounts payable on  
redemption of the Series A Securities or otherwise, and, in such event, holders 
of the Series A Capital Securities would not be able to rely upon the Guarantee 
for payment of such amounts. Instead, if an event of default under the Indenture
shall have occurred and be continuing and such event is attributable to the     
failure of the Corporation to pay interest on or principal of the Series A      
Subordinated Debentures on the applicable payment date, then a holder of Series 
A Capital Securities may institute a Direct Action against the Corporation      
pursuant to the terms of the Indenture for enforcement of payment to such holder
of the principal of or interest on such Series A Subordinated Debentures having 
a principal amount equal to the aggregate Liquidation Amount of the Series A    
Capital Securities of such holder. In connection with such Direct Action, the   
Corporation will have a right of set-off under the Indenture to the extent of   
any payment made by the Corporation to such holder of Series A Capital          
Securities in the Direct Action. Except as described herein, holders of Series A
Capital Securities will not be able to exercise directly any other remedy       
available to the holders of the Series A Subordinated Debentures or assert      
directly any other rights in respect of the Series A Subordinated Debentures.   
The Series A Trust Agreement provides that each holder of Series A Securities by
acceptance thereof agrees to the provisions of the Series A Guarantee and the   
Indenture.                                                                      

If the Corporation does not make interest payments on the Series A    
Subordinated Debentures held by the Issuer, the Issuer will not be able to pay  
Distributions on the Series A Capital Securities and will not have funds legally
available therefor. The Series A Guarantee will rank subordinate and junior in  
right of payment to all Senior Debt of the Corporation. See "-- Status of the   
Guarantee." Because the Corporation is a holding company, the right of the      
Corporation to participate in any distribution of assets of any subsidiary, upon
such subsidiary's liquidation or reorganization or otherwise, is subject to the 
prior claims of creditors of that subsidiary, except to the extent the          
Corporation may itself be recognized as a creditor of that subsidiary.          
Accordingly, the Corporation's obligations under the Series A Guarantee will be 
effectively subordinated to all existing and future liabilities of the          
Corporation's subsidiaries, and claimants should look only to the assets of the 
Corporation for payments thereunder. The Series A Guarantee does not limit the  
incurrence or issuance of other secured or unsecured debt of the Corporation,   
including Senior Debt, whether under the Indenture, any other existing indenture
or any other indenture that the Corporation may enter into in the future or     
otherwise.                                                                      

 The Corporation has, through the Series A Guarantee, the Series A Trust
Agreement, the Series A Subordinated Debentures and the Indenture, taken        
together, fully, irrevocably and unconditionally guaranteed all of the Issuer's 
obligations under the Series A Capital Securities. No single document standing  
alone or operating in conjunction with fewer than all of the other documents    
constitutes such guarantee. It is only the combined operation of these documents
that has the effect of providing a full, irrevocable and unconditional guarantee
of the Issuer's obligations under the Series A Capital Securities. See          
"Relationship Among the Capital Securities, the Corresponding Junior            
Subordinated Debentures and the Guarantee."                                     

STATUS OF THE GUARANTEE                                                         

The Series A Guarantee will constitute an unsecured obligation of the 
Corporation and will rank subordinate and junior in right of payment to all     
Senior Debt of the Corporation in the same manner as the Series A Subordinated  
Debentures.                                                                     

The Series A Guarantee will rank pari passu with all other Guarantees 
issued by the Corporation. The Series A Guarantee will constitute a guarantee of
payment and not of collection (i.e. the guaranteed party may institute a legal  
proceeding directly against the Guarantor to enforce its rights under the Series
A Guarantee without first instituting a legal proceeding against any other      
person or entity). The Series A Guarantee will be                               

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held for the benefit of the holders of the Series A Trust Securities. The Series
A Guarantee will not be discharged except by payment of the Guarantee Payments  
in full to the extent not paid by the Issuer or upon distribution to the holders
of the Series A Trust Securities of the Series A Subordinated Debentures. The   
Series A Guarantee places no limitation on the amount of additional Senior Debt 
that may be incurred by the Corporation. The Corporation expects from time to   
time to incur additional indebtedness constituting Senior Debt.                 

AMENDMENTS AND ASSIGNMENTS                                                      

     Except with respect to any changes which do not materially adversely affect
the rights of holders of the Series A Trust Securities (in which case no vote   
will be required), the Series A Guarantee may not be amended without the prior  
approval of the holders of not less than a majority of the aggregate Liquidation
Amount of such outstanding Series A Trust Securities. The manner of obtaining   
any such approval will be as set forth under "Description of Capital            
Securities -- Voting Rights; Amendment of Series A Trust Agreement." All        
guarantees and agreements contained in the Series A Guarantee shall bind the    
successors, assigns, receivers, trustees and representatives of the Corporation 
and shall inure to the benefit of the holders of the Series A Trust Securities  
then outstanding.                                                               

EVENTS OF DEFAULT                                                               

An event of default under the Series A Guarantee will occur upon the  
failure of the Corporation to perform any of its payment or other obligations   
thereunder. The holders of not less than a majority in aggregate Liquidation    
Amount of the Series A Trust Securities have the right to direct the time,      
method and place of conducting any proceeding for any remedy available to the   
Guarantee Trustee in respect of the Series A Guarantee or to direct the exercise
of any trust or power conferred upon the Guarantee Trustee under the Series A   
Guarantee.                                                                      

  Any holder of Series A Trust Securities may institute a legal proceeding
directly against the Corporation to enforce its rights under such Guarantee     
without first instituting a legal proceeding against the Issuer, the Guarantee  
Trustee or any other person or entity.                                          

The Corporation, as guarantor, is required to file annually with the  
Guarantee Trustee a certificate as to whether or not the Corporation is in      
compliance with all the conditions and covenants applicable to it under the     
Guarantee.                                                                      

INFORMATION CONCERNING THE GUARANTEE TRUSTEE                                    

    The Guarantee Trustee, other than during the occurrence and continuance of
a default by the Corporation in performance of the Series A Guarantee,          
undertakes to perform only such duties as are specifically set forth in the     
Series A Guarantee and, after default with respect to the Series A Guarantee,   
must exercise the same degree of care and skill as a prudent person would       
exercise or use in the conduct of his or her own affairs. Subject to this       
provision, the Guarantee Trustee is under no obligation to exercise any of the  
powers vested in it by the Series A Guarantee at the request of any holder of   
Series A Trust Securities unless it is offered reasonable indemnity against the 
costs, expenses and liabilities that might be incurred thereby.                 

TERMINATION OF THE GUARANTEE                                                    

     The Series A Guarantee will terminate and be of no further force and effect
upon full payment of the Redemption Price of the Series A Trust Securities, upon
full payment of the amounts payable upon liquidation of the Issuer or upon      
distribution of Series A Subordinated Debentures to the holders of the Series A 
Trust Securities in exchange therefor. The Series A Guarantee will continue to  
be effective or will be reinstated, as the case may be, if at any time any      
holder of the Series A Trust Securities must restore payment of any sums paid   
under such Series A Trust Securities or such Guarantee.                         

GOVERNING LAW                                                                   

     The Series A Guarantee will be governed by and construed in accordance with
the laws of the State of New York.                                              

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RELATIONSHIP AMONG THE SERIES A CAPITAL SECURITIES, 
THE SERIES A SUBORDINATED DEBENTURES
AND THE SERIES A GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE                                                

 Payments of Distributions and other amounts due on the Series A Capital
Securities (to the extent the Issuer has funds available for the payment of such
Distributions and other amounts) are irrevocably guaranteed by the Corporation  
as and to the extent set forth under "Description of Series A Guarantee." Taken 
together, the Corporation's obligations under the Series A Subordinated         
Debentures, the Indenture, and the Series A Trust Agreement and the Series A    
Guarantee provide, in the aggregate, a full, irrevocable and unconditional      
guarantee of payments of Distributions and other amounts due on the Series A    
Capital Securities. No single document standing alone or operating in           
conjunction with fewer than all of the other documents constitutes such         
guarantee. It is only the combined operation of these documents that has the    
effect of providing a full, irrevocable and unconditional guarantee of the      
Issuer's obligations under the Series A Capital Securities. If and to the extent
that the Corporation does not make payments on the Series A Subordinated        
Debentures, the Issuer will not pay Distributions or other amounts due on the   
Series A Preferred Securities. The Series A Guarantee does not cover payment of 
Distributions when the Issuer does not have sufficient funds to pay such        
Distributions. In such event, the remedy of a holder of a Series A Capital      
Securities is to institute a legal proceeding directly against the Corporation  
pursuant to the terms of the Indenture for enforcement of payment of amounts    
equal to such Distributions to such holder. The obligations of the Corporation  
under the Series A Guarantee is subordinate and junior in right of payment to   
all Senior Debt of the Corporation.                                             

SUFFICIENCY OF PAYMENTS                                                         

     As long as payments of interest and other payments are made when due on the
Series A Subordinated Debentures, such payments will be sufficient to cover     
Distributions and other payments due on the Series A Capital Securities,        
primarily because (i) the aggregate principal amount of the Series A            
Subordinated Debentures will be equal to the sum of the aggregate stated        
Liquidation Amount of the Series A Capital Securities and Common Securities;    
(ii) the interest rate and interest and other payment dates on Series A         
Subordinated Debentures will match the Distribution rate and Distribution and   
other payment dates for the Series A Capital Securities; (iii) the Corporation  
shall pay for all and any costs, expenses and liabilities of the Issuer except  
the Issuer's obligations to holders of the Series A Capital Securities under the
Series A Capital Securities; and (iv) the Series A Trust Agreement further      
provides that the Issuer will not engage in any activity that is not consistent 
with the limited purposes of such Issuer.                                       

    Notwithstanding anything to the contrary in the Indenture, the Corporation
has the right to set-off any payment it is otherwise required to make thereunder
with and to the extent the Corporation has theretofore made, or is concurrently 
on the date of such payment making, a payment under the Series A Guarantee.     

ENFORCEMENT RIGHTS OF HOLDERS OF SERIES A CAPITAL SECURITIES                    

    A holder of any Series A Capital Security may institute a legal proceeding
directly against the Corporation to enforce its rights under the Series A       
Guarantee without first instituting a legal proceeding against the Guarantee    
Trustee, the Issuer or any other person or entity.                              

A default or event of default under any Senior Debt of the Corporation
would not constitute a default or Event of Default under the Indenture. However,
in the event of payment defaults under, or acceleration of, Senior Debt of the  
Corporation, the subordination provisions of the Indenture provide that no      
payments may be made in respect of the Series A Subordinated Debentures until   
such Senior Debt has been paid in full or any payment default thereunder has    
been cured or waived. Failure to make required payments on Series A Subordinated
Debentures would constitute an Event of Default under the Indenture.            

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LIMITED PURPOSE OF ISSUER                                                       

The Series A Capital Securities evidence a beneficial interest in the 
Issuer, and the Issuer exists for the sole purpose of issuing the Series A      
Capital Securities and Common Securities and investing the proceeds thereof in  
Series A Subordinated Debentures. A principal difference between the rights of a
holder of Series A Capital Securities and a holder of a Series A Subordinated   
Debenture is that a holder of a Series A Subordinated Debenture is entitled to  
receive from the Corporation the principal amount of and interest accrued on    
Series A Subordinated Debentures held, while a holder of Series A Capital       
Securities is entitled to receive Distributions from such Issuer (or from the   
Corporation under the Series A Guarantee) if and to the extent such Issuer has  
funds available for the payment of such Distributions.                          

RIGHTS UPON TERMINATION                                                         

     Upon any voluntary or involuntary termination, winding up or liquidation of
the Issuer involving the liquidation of the Series A Subordinated Debentures,   
after satisfaction of liabilities to creditors of the Issuer as required by     
applicable law, the holders of the Series A Capital Securities will be entitled 
to receive, out of the assets held by such Issuer, the Liquidation Distribution 
in cash. See "Description of the Series A Capital Securities -- Liquidation     
Distribution Upon Termination." Upon any voluntary or involuntary liquidation or
bankruptcy of the Corporation, the Property Trustee, as holder of the Series A  
Subordinated Debentures, would be a subordinated creditor of the Corporation,   
subordinated in right of payment to all Senior Debt as set forth in the         
Indenture, but entitled to receive payment in full of principal and interest,   
before any shareholders of the Corporation receive payments or distributions.   
Because the Corporation is the guarantor under the Series A Guarantee and has   
agreed to pay for all costs, expenses and liabilities of each Issuer (other than
the Issuer's obligations to the holders of the Series A Capital Securities), the
positions of a holder of Series A Capital Securities and a holder of the Series 
A Subordinated Debentures relative to other creditors and to shareholders of the
Corporation in the event of liquidation or bankruptcy of the Corporation are    
expected to be substantially the same.                                          

CERTAIN FEDERAL INCOME TAX CONSEQUENCES 

GENERAL                                                                         

     In the opinion of Stevens & Lee, special tax counsel to the Corporation and
the Issuer ("Tax Counsel"), the following summary accurately describes the      
material United States federal income tax consequences that may be relevant to  
the purchase, ownership and disposition of Series A Capital Securities. Unless  
otherwise stated, this summary deals only with Series A Capital Securities held 
as capital assets by United States Persons (defined below) who purchase the     
Series A Capital Securities upon original issuance at their original offering   
price. As used herein, a "United States Person" means a person that is (i) a    
citizen or resident of the United States, (ii) a corporation, partnership or    
other entity created or organized in or under the laws of the United States or  
any political subdivision thereof, (iii) an estate the income of which is       
subject to United States federal income taxation regardless of its source, or   
(iv) any trust if a court within the United States is able to exercise primary  
supervision over the administration of such trust and one or more United States 
Persons have the authority to control all substantial decisions of such trust.  
The tax treatment of a holder may vary depending on his, her or its particular  
situation. This summary does not address all the tax consequences that may be   
relevant to a particular holder or to holders who may be subject to special tax 
treatment, such as banks, real estate investment trusts, regulated investment   
companies, insurance companies, dealers in securities or currencies, tax-exempt 
investors, or foreign investors. In addition, this summary does not include any 
description of any alternative minimum tax consequences or the tax laws of any  
state, local or foreign government that may be applicable to a holder of Series 
A Capital Securities. This summary is based on the Internal Revenue Code of     
1986, as amended (the "Code"), the Treasury regulations promulgated thereunder  
and administrative and judicial interpretations thereof, as of the date hereof, 
all of which are subject to change, possibly on a retroactive basis.            

The authorities on which this summary is based are subject to various 
interpretations and the opinions of Tax Counsel are not binding on the Internal 
Revenue Service ("IRS") or the courts, either of which could take a contrary    
position. Moreover, no rulings have been or will be sought from the IRS with    
respect to the                                                                  

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transactions described herein. Accordingly, there can be no assurance that the  
IRS will not challenge the opinions expressed herein or that a court would not  
sustain such a challenge. Nevertheless, Tax Counsel has advised that it is of   
the view that, if challenged, the opinions expressed herein would be sustained  
by a court with jurisdiction in a properly presented case.                      

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX 
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE SERIES A 
CAPITAL SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER UNITED STATES FEDERAL, 
STATE, LOCAL, FOREIGN, AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
UNITED STATES FEDERAL OR OTHER TAX LAWS. FOR A DISCUSSION OF THE POSSIBLE       
REDEMPTION OF THE SERIES A CAPITAL SECURITIES UPON THE OCCURRENCE OF CERTAIN TAX
EVENTS SEE "DESCRIPTION OF THE SERIES A CAPITAL SECURITIES -- REDEMPTION."      

CLASSIFICATION OF THE ISSUER                                                    

 In connection with the issuance of the Series A Capital Securities, Tax
Counsel is of the opinion that, under current law and assuming compliance with  
the terms of the Series A Trust Agreement, and based on certain facts and       
assumptions contained in such opinion, the Issuer will be classified as a       
grantor trust and not as an association taxable as a corporation for United     
States federal income tax purposes. As a result, each beneficial owner of Series
A Capital Securities (a "Securityholder") will be treated as owning an undivided
beneficial interest in the Series A Subordinated Debentures. Accordingly, each  
Securityholder will be required to include in its gross income its pro rata     
share of the interest income or original issue discount that is paid or accrued 
on the Series A Subordinated Debentures. See "-- Interest Income and Original   
Issue Discount."                                                                

CLASSIFICATION OF THE SERIES A SUBORDINATED DEBENTURES                          

    The Corporation, the Issuer and the holders of the Series A Securities (by
acceptance of a beneficial interest in a Series A Security) will agree to treat 
the Series A Subordinated Debentures as indebtedness for all United States tax  
purposes. In connection with the issuance of the Series A Subordinated          
Debentures, Tax Counsel is of the opinion that, under current law, and based on 
certain representations, facts and assumptions set forth in such opinion, the   
Series A Subordinated Debentures will be classified as indebtedness for United  
States federal income tax purposes. No assurance can be given, however, that the
IRS will not challenge such position or, if challenged, that such a challenge   
will not be successful. The remainder of this discussion assumes that the Series
A Subordinated Debentures will be treated as indebtedness of the Corporation for
United States federal income tax purposes.                                      

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT                                     

     Under applicable Treasury regulations, the Series A Subordinated Debentures
will not be considered to have been issued with "original issue discount"       
("OID") within the meaning of Section 1273(a) of the Code. Accordingly, except  
as set forth below, stated interest on the Series A Subordinated Debentures     
generally will be included in income by a Securityholder at the time such       
interest income is paid or accrued in accordance with such Securityholder's     
regular method of tax accounting.                                               

If, however, the Corporation exercises its right to defer payments of 
interest on the Series A Subordinated Debentures, the Series A Subordinated     
Debentures will become OID instruments at such time and all Securityholders will
be required to accrue the stated interest on the Series A Subordinated          
Debentures on a daily basis during the Extension Period, even though the        
Corporation will not pay such interest until the end of the Extension Period,   
and even though some Securityholders may use the cash method of tax accounting. 
Moreover, thereafter the Series A Subordinated Debentures will be taxed as OID  
instruments for as long as they remain outstanding. Thus, even after the end of 
the Extension Period, all Securityholders would be required to continue to      
include the stated interest on the Series A Subordinated Debentures in income on
a daily economic accrual basis, regardless of their method of tax accounting and
in advance of receipt of the cash attributable to such interest income. Under   
the OID economic accrual rules, a Securityholder would accrue an amount of      
interest income each year that approximates the stated interest payments called 
for under the terms of the Series A Subordinated Debentures, and actual cash    
payments of interest on the Series A Subordinated Debentures would not be       
reported separately as taxable income. Any amount of OID included               

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in a Securityholder's gross income (whether or not during an Extension Period)  
will increase such Securityholder's tax basis in its Series A Capital           
Securities, and the amount of Distributions received by a Securityholder with   
respect to such Series A Capital Securities will reduce the tax basis of such   
Series A Capital Securities.                                                    

     The Treasury regulations described above have not yet been addressed in any
rulings or other interpretations by the IRS, and it is possible that the IRS    
could take a contrary position. If the IRS were to assert successfully that the 
stated interest on the Series A Subordinated Debentures was OID regardless of   
whether the Corporation exercises its right to defer payments of interest on    
such debentures, all Securityholders would be required to include such stated   
interest in income on a daily economic accrual basis as described above.        

Corporate Securityholders will not be entitled to a dividends-received
deduction with respect to any income recognized with respect to the Series A    
Capital Securities.                                                             

DISTRIBUTION OF SERIES A SUBORDINATED DEBENTURES TO HOLDERS OF SERIES A CAPITAL 
SECURITIES                                                                      

Under current law, a distribution by the Issuer of the Series A       
Subordinated Debentures as described under the caption "Description of the      
Series A Capital Securities -- Liquidation of Issuer and Distribution of Series 
A Subordinated Debentures to Holders" will be non-taxable and will result in the
Securityholder receiving directly its pro rata share of the Series A            
Subordinated Debentures previously held indirectly through the Issuer, with a   
holding period and aggregate tax basis equal to the holding period and aggregate
tax basis such Securityholder had in its Series A Capital Securities before such
distribution. If, however, the liquidation of the Issuer were to occur because  
the Issuer is subject to United States federal income tax with respect to income
accrued or received on the Series A Subordinated Debentures as a result of a Tax
Event or otherwise, the distribution of Series A Subordinated Debentures to     
Securityholders by the Issuer could be a taxable event to the Issuer and each   
Securityholder, and a Securityholder would recognize gain or loss as if the     
Securityholder had exchanged its Series A Capital Securities for the Series A   
Subordinated Debentures it received upon the liquidation of the Issuer. A       
Securityholder will accrue interest in respect of Series A Subordinated         
Debentures received from the Issuer in the manner described above under         
"-- Interest Income and Original Issue Discount."                               

SALES OR REDEMPTION OF SERIES A CAPITAL SECURITIES                              

   Gain or loss will be recognized by a Securityholder on a sale of Series A
Capital Securities (including a redemption for cash) in an amount equal to the  
difference between the amount realized by the Securityholder on the sale or     
redemption of the Series A Capital Securities (except to the extent that such   
amount realized is characterized as a payment in respect of accrued but unpaid  
interest on such Securityholder's allocable share of the Series A Subordinated  
Debentures that such Securityholder had not included in income previously) and  
the Securityholder's adjusted tax basis in the Series A Capital Securities sold 
or redeemed. Such gain or loss generally will be taxable as long-term capital   
gain or loss if the Securityholder held the Series A Capital Securities that it 
sold or redeemed for more than one year. Capital gains of individuals derived   
with respect to capital assets held for more than one year are eligible for     
reduced rates of taxation depending upon the holding period of such capital     
assets. Securityholders should consult their own tax advisors regarding capital 
gains rates applicable to them. Subject to certain limited exceptions, capital  
losses cannot be applied to offset ordinary income for federal income tax       
purposes.                                                                       

NON-UNITED STATES HOLDERS                                                       

As used herein, the term "Non-United States Holder" means any         
Securityholder that is not a United States Person. As discussed above, the      
Series A Capital Securities will be treated as evidence of an indirect          
beneficial ownership interest in the Series A Subordinated Debentures. See      
"-- Classification of the Trust." Thus, under present United States federal     
income tax law, and subject to the discussion below concerning backup           
withholding:                                                                    

  (a) no withholding of United States federal income tax will be
    required with respect to the payment by the Issuer (or the Corporation) or
any paying agent of principal or interest (which for purposes of this 
 discussion includes any OID) on the Series A Capital Securities (or the
Series A Subordinated                                                 

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Debentures) to a Non-United States Holder, provided (i) that such     
 Non-United States Holder does not actually or constructively own 10% or
more of the total combined voting power of all classes of stock of the
     Corporation entitled to vote within the meaning of section 871(h)(3) of the
    Code and the regulations thereunder, (ii) such Non-United States Holder is
 not a controlled foreign corporation that is related to the Corporation
    through stock ownership, (iii) such Non-United States Holder is not a bank
whose receipt of interest on the Series A Subordinated Debentures is  
described in section 881(c)(3)(A) of the Code and (iv) such Non-United
States Holder satisfies the statement requirement (described generally
   below) set forth in section 871(h) and section 881(c) of the Code and the
regulations thereunder; and                                           

  (b) no withholding of United States federal income tax will be
  required with respect to any gain realized by a Non-United States Holder
   upon the sale or other disposition of the Series A Capital Securities (or
the Series A Subordinated Debentures).                                

 To satisfy the requirement referred to in (a)(iv) above, the Non-United
States Holder, or a financial institution holding the Series A Capital          
Securities on behalf of such owner, must provide, in accordance with specified  
procedures, to the Issuer or its paying agent, a statement to the effect that   
the Non-United States Holder is not a United States Person. Currently, these    
requirements will be met if (1) the Non-United States Holder provides his name  
and address, and certifies, under penalties of perjury, that it is not a United 
States Person (which certification may be made on an IRS Form W-8 (or successor 
form)) or (2) a financial institution holding the Series A Capital Securities on
behalf of the Non-United States Holder certifies, under penalties of perjury,   
that such statement has been received by it and furnishes the Issuer or the     
paying agent with a copy thereof. Under recently finalized Treasury regulations 
(the "Final Regulations"), the statement requirement referred to in (a)(iv)     
above may also be satisfied with other documentary evidence for interest paid   
after December 31, 1999 with respect to an offshore account or through certain  
foreign intermediaries.                                                         

If a Non-United States Holder cannot satisfy the requirements of the  
"portfolio interest" exception described in (a) above, payments of interest made
to such Non-United States Holder will be subject to a 30% United States federal 
withholding tax unless the Beneficial Owner provides the Issuer or its paying   
agent, as the case may be, with a properly executed (1) IRS Form 1001 (or a     
successor form) claiming an exemption from, or a reduction of, such withholding 
tax under the benefit of a tax treaty or (2) IRS Form 4224 (or a successor form)
stating that interest paid on the Series A Capital Securities (or the Series A  
Subordinated Debentures) is not subject to such withholding tax because it is   
effectively connected with the Beneficial Owner's conduct of a trade or business
in the United States. Under the Final Regulations, Non-United States Holders    
generally will be required to provide an IRS Form W-8 in lieu of an IRS Form    
1001 or an IRS Form 4224, although alternative documentation may be applicable  
in certain situations and certain forms and statements in effect on certain     
dates during the transition period described in Notice 98-16, I.R.B. 1998-15    
(March 27, 1998), may expire and become ineffective, thus requiring the filing  
of new replacement certificates or statements.                                  

If a Non-United States Holder is engaged in a trade or business in the
United States and interest on the Series A Capital Securities (or the Series A  
Subordinated Debentures) is effectively connected with the conduct of such trade
or business, the Non-United States Holder, although exempt from the withholding 
tax discussed above, will be subject to United States federal income tax on such
interest on a net income basis in the same manner as if it were a United States 
Person. In addition, if such Non-United States Holder is a foreign corporation, 
it may be subject to a branch profits tax equal to 30% of its effectively       
connected earnings and profits for the taxable year, subject to adjustments. For
this purpose, such interest income would be included in such foreign            
corporation's earnings and profits. Under the Final Regulations, Non-United     
States Holders will generally be required to provide IRS Form W-8 in lieu of IRS
Form 1001 and IRS Form 4224, although alternative documentation may be          
applicable in certain situations and certain forms and statements in effect on  
certain dates during the transition period described in Notice 98-16 may expire 
and become ineffective, thus requiring the filing of new replacement            
certificates or statements.                                                     

Any gain realized upon the sale or other disposition of the Series A  
Capital Securities (or the Series A Subordinated Debentures) generally will not 
be subject to United States federal income tax unless (i) such gain is          
effectively connected with a United States trade or business of the Non-United  
States Holder, (ii) in the case of a Non-United States Holder who is an         
individual, such individual is present in the United States for 183 days or more
in the taxable year of such sale, exchange or retirement, and certain other     
conditions are                                                                  

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met, or (iii) in the case of any gain representing accrued interest on the      
Series A Subordinated Debentures, the requirements described above are not      
satisfied.                                                                      

  HOLDERS SHOULD CONSULT NOTICE 98-16 AND THEIR OWN TAX ADVISORS ABOUT THE
NEW RULES CONCERNING BACKUP WITHHOLDING ON NON-UNITED STATES HOLDERS AND THE    
RELATED TRANSITION RULES.                                                       

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING                                

     The amount of OID accrued on the Series A Capital Securities held of record
by United States Persons (other than corporations and other exempt              
Securityholders), if any, will be reported to the IRS. "Backup" withholding at a
rate of 31% will apply to payments of interest to non-exempt United States      
Persons unless the Securityholder furnishes its taxpayer identification number  
in the manner prescribed in applicable Treasury Regulations, certifies that such
number is correct, certifies as to no loss of exemption from backup withholding 
and meets certain other conditions.                                             

     Payment of the proceeds from the disposition of Series A Capital Securities
to or through the United States office of a broker is subject to information    
reporting and backup withholding unless the holder or beneficial owner          
establishes an exemption from information reporting and backup withholding.     

 Any amounts withheld from a Securityholder under the backup withholding
rules will be allowed as a refund or a credit against such Securityholder's     
United States federal income tax liability, provided the required information is
furnished to the IRS.                                                           

  It is anticipated that income on the Series A Capital Securities will be
reported to holders on Form 1099 and mailed to holders of the Series A Capital  
Securities by January 31 following each calendar year.                          

CERTAIN ERISA CONSIDERATIONS

    Each fiduciary of a pension, profit-sharing or other employee benefit plan
subject to the Employee Retirement Income Security Act of 1974, as amended      
("ERISA") (a "Plan"), should consider the fiduciary standards of ERISA in the   
context of the Plan's particular circumstances before authorizing an investment 
in the Series A Capital Securities. Accordingly, among other factors, the       
fiduciary should consider whether the investment would satisfy the prudence and 
diversification requirements of ERISA and would be consistent with the documents
and instruments governing the Plan.                                             

   Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well
as individual retirement accounts and Keogh plans subject to Section 4975 of the
Code (also "Plans"), from engaging in certain transactions involving "plan      
assets" with persons who are "parties in interest" under ERISA or "disqualified 
persons" under the Code ("Parties in Interest") with respect to such Plan. A    
violation of these "prohibited transaction" rules may result in an excise tax or
other liabilities under ERISA and/or Section 4975 of the Code for such persons, 
unless exemptive relief is available under an applicable statutory or           
administrative exemption. Employee benefit plans that are governmental plans (as
defined in Section 3(32) of ERISA), certain church plans (as defined in Section 
3(33) of ERISA) and foreign plans (as described in Section 4(b)(4) of ERISA) are
not subject to the requirements of ERISA or Section 4975 of the Code; however,  
governmental plans may be subject to similar provisions under applicable state  
laws.                                                                           

Under a regulation (the "Plan Assets Regulation") issued by the U.S.  
Department of Labor (the "DOL"), the assets of the Issuer would be deemed to be 
"plan assets" of a Plan for purposes of ERISA and Section 4975 of the Code if   
"plan assets" of the Plan were used to acquire an equity interest in the Issuer 
and no exception were applicable under the Plan Assets Regulation. An "equity   
interest" is defined under the Plan Assets Regulation as any interest in an     
entity other than an instrument which is treated as indebtedness under          
applicable local law and which has no substantial equity features and           
specifically includes a beneficial interest in a trust.                         

Pursuant to an exception contained in the Plan Assets Regulation, the 
assets of the Issuer would not be deemed to be "plan assets" of investing Plans 
if, at all times, less than 25% of the value of each class of equity interests  
in the Issuer were held by Plans, other employee benefit plans not subject to   
ERISA or Section 4975 of the Code (such as governmental, church and foreign     
plans), and entities holding assets deemed to be "plan assets" of any Plan      
(collectively, "Benefit Plan Investors"), or if the Series A Capital Securities 
were                                                                            

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"publicly-offered securities" for purposes of the Plan Assets Regulation. No    
assurance can be given that the Series A Capital Securities held by Benefit Plan
Investors will be less than 25% of the total value of such Series A Capital     
Securities at the completion of the initial offering or thereafter, and no      
monitoring or other measures will be taken with respect to the satisfaction of  
the conditions to this exception. In addition, no assurance can be given that   
the Series A Capital Securities would be considered to be "publicly-offered     
securities" under the Plan Assets Regulation. All of the Series A Common        
Securities will be purchased and initially held by the Corporation.             

 Certain transactions involving the Issuer could be deemed to constitute
direct or indirect prohibited transactions under ERISA and Section 4975 of the  
Code with respect to a Plan if the Series A Capital Securities were acquired    
with "plan assets" of such Plan and the assets of the Issuer were deemed to be  
"plan assets" of Plans investing in the Issuer. For example, if the Corporation 
were a Party in Interest with respect to a Plan (either directly or by reason of
its ownership of the Bank or other subsidiaries), extensions of credit between  
the Corporation and the Issuer (as represented by the Series A Subordinated     
Debentures and the Series A Guarantee) would likely be prohibited by Section    
406(a)(1)(B) of ERISA and Section 4975(c)(1)(B) of the Code, unless exemptive   
relief were available under an applicable administrative exemption (see below). 
In addition, if the Corporation were considered to be a fiduciary with respect  
to the Issuer as a result of certain powers it holds (such as the powers to     
remove and replace the Property Trustee and the Administrative Trustees), it is 
possible that the optional redemption or acceleration of the Series A           
Subordinated Debentures would be considered to be prohibited transactions under 
Section 406(b) of ERISA and Section 4975(c)(1)(E) of the Code. IN AN ATTEMPT TO 
AVOID SUCH PROHIBITED TRANSACTIONS, EACH INVESTING PLAN, BY PURCHASING SERIES A 
CAPITAL SECURITIES, WILL BE DEEMED TO HAVE DIRECTED THE ISSUER TO INVEST IN THE 
SERIES A SUBORDINATED DEBENTURES AND TO HAVE APPOINTED THE PROPERTY TRUSTEE.    

   The DOL has issued five prohibited transaction class exemptions ("PTCEs")
that may provide exemptive relief if required for direct or indirect prohibited 
transactions that may arise from the purchase or holding of the Series A Capital
Securities. Those class exemptions are PTCE 96-23 (for certain transactions     
determined by in-house asset managers), PTCE 95-60 (for certain transactions    
involving insurance company general accounts), PTCE 91-38 (for certain          
transactions involving bank collective investment funds), PTCE 90-1 (for certain
transactions involving insurance company separate accounts), and PTCE 84-14 (for
certain transactions determined by independent qualified asset managers).       

Because the Series A Capital Securities may be deemed to be equity    
interests in the Issuer for purposes of applying ERISA and Section 4975 of the  
Code, the Series A Capital Securities may not be purchased or held by any Plan, 
any entity whose underlying assets include "plan assets" by reason of any Plan's
investment in the entity (a "Plan Asset Entity") or any person investing "plan  
assets" of any Plan, unless such purchaser or holder is eligible for the        
exemptive relief available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or     
another applicable exemption. Any purchaser or holder of the Series A Capital   
Securities or any interest therein will be deemed to have represented by its    
purchase and holding thereof that it either (a) is not a Plan or a Plan Asset   
Entity and is not purchasing such securities on behalf of or with "plan assets" 
of any Plan or (b) is eligible for the exemptive relief available under PTCE    
96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption with respect 
to such purchase or holding. If a purchaser or holder of the Series A Capital   
Securities that is a Plan or a Plan Asset Entity elects to rely on an exemption 
other than PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, the Corporation and the     
Issuer may require a satisfactory opinion of counsel or other evidence with     
respect to the availability of such exemption for such purchase and holding.    

    Due to the complexity of these rules and the penalties that may be imposed
upon persons involved in non-exempt prohibited transactions, it is particularly 
important that fiduciaries or other persons considering purchasing the Series A 
Capital Securities on behalf of or with "plan assets" of any Plan consult with  
their counsel regarding the potential consequences if the assets of the Issuer  
were deemed to be "plan assets" and the availability of exemptive relief under  
PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or any other applicable exemption.      

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UNDERWRITING

     Subject to the terms and conditions set forth in the Underwriting Agreement
dated April 27, 1998 (the "Underwriting Agreement"), the Corporation and the    
Issuer have agreed that the Issuer will sell to each of the Underwriters named  
below, and each of such Underwriters has severally agreed to purchase from the  
Issuer, the respective number of Series A Capital Securities set forth opposite 
its name below:                                                                 

                                                        [Enlarge/Download Table]

                                                NUMBER OF SERIES A CAPITAL SECURITIES
                                                -------------------------------------
                                                                                     
CIBC Oppenheimer Corp. ........................                 828,000              
Legg Mason Wood Walker, Incorporated...........                 552,000              
                                                              ---------              
          Total................................               1,380,000              
                                                              =========              

Under the terms and conditions of the Underwriting Agreement, the     
Underwriters are committed to take and pay for all of the Series A Capital      
Securities if any are taken.                                                    

     The Underwriters propose initially to offer the Series A Capital Securities
in part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus and in part to certain securities dealers at  
such price less a concession not in excess of $0.50 per Series A Capital        
Security. The Underwriters may allow, and such dealers may reallow, a concession
not to exceed $0.30 per Series A Capital Security to certain brokers and        
dealers. After the Series A Capital Securities are released for sale to the     
public, the initial public offering price and other selling terms may from time 
to time be varied by the Underwriters.                                          

     In view of the fact that the proceeds from the sale of the Series A Capital
Securities will be used to purchase the Series A Subordinated Debentures issued 
by the Corporation, the Underwriting Agreement provides that the Corporation    
will pay as Underwriters' compensation for the Underwriters' arranging the      
investment in such Series A Subordinated Debentures of such proceeds an amount  
of $0.81 per Series A Capital Security for the accounts of the several          
Underwriters.                                                                   

The Corporation and the Issuer have agreed that, during the period    
beginning from the date of the Underwriting Agreement and continuing to and     
including the earlier of (i) the termination of trading restrictions on the     
Series A Capital Securities, as determined by the Underwriters, and (ii) the    
closing date, they will not offer, sell, contract to sell or otherwise dispose  
of, any other beneficial interests in the assets of the Issuer, or any preferred
securities or any other securities of the Issuer or the Corporation which are   
substantially similar to the Series A Capital Securities, including any         
guarantee of such securities, or any securities convertible into or exchangeable
for or representing the right to receive preferred securities or any such       
substantially similar securities of either the Issuer or the Corporation,       
without the prior written consent of the Underwriters, except for the Series A  
Capital Securities offered in connection with this offering.                    

  Prior to this offering, there has been no public market for the Series A
Capital Securities. Although the Underwriters have indicated to the Corporation 
and the Issuer that they intend to make a market in the Series A Capital        
Securities, they are not obligated to do so and may discontinue any such        
market-making activities at any time without notice. No assurance can be given  
as to the liquidity of the trading markets for the Series A Capital Securities. 

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The Corporation and the Issuer have agreed to indemnify the several   
Underwriters against certain liabilities, including liabilities under the Act.  

 It is expected that delivery of the Series A Capital Securities will be
made against payment therefor on or about April 30, 1998, as agreed upon by the 
Corporation, the Issuer and the Underwriters in accordance with Rule 15c6-1     
under the Exchange Act.                                                         

    Certain of the Underwriters or their affiliates have provided from time to
time, and expect to provide in the future, investment services to the           
Corporation and its affiliates, for which such Underwriters or their affiliates 
have received or will receive customary fees and commissions.                   

  In connection with this offering, certain Underwriters and selling group
members and their respective affiliates may engage in transactions that         
stabilize, maintain or otherwise affect the market price of the Series A Capital
Securities. Such transactions may include stabilization transactions effected in
accordance with Rule 104 of Regulation M under the Securities Exchange Act of   
1934, as amended (the "Exchange Act"), pursuant to which such persons may bid   
for or purchase Series A Capital Securities for the purpose of stabilizing the  
market price for Series A Capital Securities. The Underwriters also may create a
short position for the account of the Underwriters by selling more Series A     
Capital Securities in connection with the offering than they are committed to   
purchase from the Issuer, and in such case may purchase Series A Capital        
Securities in the open market following completion of the offering to cover all 
or a portion of the Series A Capital Securities or by exercising the            
Underwriters' overallotment option referred to above. In addition, CIBC         
Oppenheimer Corp., on behalf of the Underwriters, may impose "penalty bids"     
under contractual arrangements with the Underwriters whereby it may reclaim from
an Underwriter (or dealer participating in the offering) for the account of the 
other Underwriters, the selling concession with respect to Series A Capital     
Securities that is distributed in the offering but subsequently purchased for   
the account of the Underwriters in the open market. Any of the transactions     
described in this paragraph may result in the maintenance of the price of the   
Series A Capital Securities at a level above that which might otherwise prevail 
in the open market. None of the transactions described in this paragraph is     
required, and, if they are undertaken, they may be discontinued at any time.    

VALIDITY OF SECURITIES

  Certain matters of Delaware law relating to the validity of the Series A
Capital Securities, the enforceability of the Series A Trust Agreement and the  
formation of the Issuer will be passed upon by Richards, Layton & Finger,       
special Delaware counsel to the Corporation and the Issuer. The validity of the 
Series A Guarantee and the Series A Subordinated Debentures will be passed upon 
for the Corporation by Stevens & Lee and for the Underwriters by Simpson Thacher
& Bartlett. Stevens & Lee and Simpson Thacher & Bartlett will rely on the       
opinion of Richards, Layton & Finger as to matters of Delaware law. Simpson     
Thacher & Bartlett will rely on the opinion of Stevens & Lee as to matters of   
Pennsylvania law and Stevens & Lee will rely on the opinion of Simpson Thacher &
Bartlett as to matters of New York law. Certain matters relating to United      
States federal income tax considerations described in this Prospectus will be   
passed upon for the Corporation by Stevens & Lee.                               

EXPERTS 

  The consolidated financial statements of the Corporation incorporated by
reference in this prospectus and registration statement have been audited by    
Arthur Andersen LLP, independent public accountants, as indicated in their      
report with respect thereto, and is incorporated herein by reference in reliance
upon the authority of said firm as experts in accounting and auditing in giving 
said report.                                                                    

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

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY      
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR        
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE  
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS   
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION, THE ISSUER
OR BY THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR         
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION  
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS   
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE        
HEREUNDER AND THEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION   
THAT THE INFORMATION HEREIN OR THEREIN IS CURRENT AS OF ANY TIME SUBSEQUENT TO  
THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE          
CORPORATION OR THE ISSUER SINCE THE DATE HEREOF.                                
--------------------------------- 
TABLE OF CONTENTS 

                                                                [Download Table]
                                                
PROSPECTUS                                      
Available Information.....................     4
Incorporation of Certain Documents by           
  Reference...............................     4
Summary...................................     6
Risk Factors..............................     9
USBANCORP Capital Trust I.................    14
USBANCORP, Inc............................    14
Use of Proceeds...........................    16
Consolidated Ratios of Earnings to Fixed        
  Charges.................................    16
Capitalization............................    17
Selected Consolidated Financial Data......    18
Accounting Treatment......................    19
Description of Series A Capital                 
  Securities..............................    20
Description of Series A Subordinated            
  Debentures..............................    31
Book-Entry Issuance.......................    39
Description of Series A Guarantee.........    41
Relationship Among the Series A Capital         
  Securities, the Series A Subordinated         
  Debentures and the Series A Guarantee...    44
Certain Federal Income Tax Consequences...    45
Certain ERISA Considerations..............    49
Underwriting..............................    51
Validity of Securities....................    52
Experts...................................    52

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

USBANCORP CAPITAL 

TRUST I 

$34,500,000 

BLUS(SM)

8.45% BENEFICIAL UNSECURED SECURITIES,

SERIES A

(LIQUIDATION AMOUNT $25 
PER CAPITAL SECURITY) 

FULLY AND UNCONDITIONALLY GUARANTEED, 

AS DESCRIBED HEREIN, BY 

[USBANCORP LOGO]

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

PROSPECTUS

--------------------
CIBC OPPENHEIMER
LEGG MASON WOOD WALKER
INCORPORATED

April 27, 1998

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B1’ Filing		Date		First		Last			Other Filings
		6/30/28		1		31
		6/30/03		2		33			10-Q,  11-K
		12/31/99		48					10-K405
		6/30/98		1		31			10-Q
		4/30/98		1		52
Filed on:		4/29/98
		4/27/98		1		53			8-A12G
		4/15/98		6		14			S-3
		4/1/98		4
		3/31/98		6		16			10-Q
		3/27/98		48
		12/31/97		4		17			10-K,  PRE 14A
		3/31/97		6		16			10-Q
		10/21/96		16
									List all Filings