Uprg Capital Trust I Watch

from S-3 >50 pages Form of Indenture

from S-3 ~5 pages Declaration of Trust of Uprg Capital Trust III

from S-3 ~5 pages Declaration of Trust of Uprg Capital Trust II

from S-3 ~5 pages Declaration of Trust of Uprg Capital Trust I

from S-3 1 page <page> Certificate of Trust of Uprg Capital Trust III This Certificate of Trust of Uprg Capital Trust III (The "Trust"), Dated February 27, 1997, Is Being Duly Executed and Filed by Chase Manhattan Bank Delaware, a Delaware Banking Corporation, as Trustee, to Form a Business Trust Under the Delaware Business Trust Act (12 Del. C. Section 3801 Et Seq.). 1. Name. the Name of the Business Trust Formed Hereby Is Uprg Capital Trust III. 2. Delaware Trustee. the Name and Business Address of the Trustee of the Trust in the State of Delaware Is Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801, Attention: Corporate Trustee Administration. 3. Effective Date. This Certificate of Trust Shall Be Effective as of the Date Filed. in Witness Whereof, the Undersigned, Being the Sole Trustee of the Trust, Has Executed This Certificate of Trust as of the Date First-Above Written. Chase Manhattan Bank Delaware, as Trustee By: /S/ John J. Cashin Name: John J. Cashin Title: Senior Trust Officer /S/ Joseph A. Lasala, Jr. as Regular Trustee /S/ Morris B. Smith as Regular Trustee

from S-3 1 page <page> Certificate of Trust of Uprg Capital Trust II This Certificate of Trust of Uprg Capital Trust II (The "Trust"), Dated February 27, 1997, Is Being Duly Executed and Filed by Chase Manhattan Bank Delaware, a Delaware Banking Corporation, as Trustee, to Form a Business Trust Under the Delaware Business Trust Act (12 Del. C. Section 3801 Et Seq.). 1. Name. the Name of the Business Trust Formed Hereby Is Uprg Capital Trust II. 2. Delaware Trustee. the Name and Business Address of the Trustee of the Trust in the State of Delaware Is Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801, Attention: Corporate Trustee Administration. 3. Effective Date. This Certificate of Trust Shall Be Effective as of the Date Filed. in Witness Whereof, the Undersigned, Being the Sole Trustee of the Trust, Has Executed This Certificate of Trust as of the Date First-Above Written. Chase Manhattan Bank Delaware, as Trustee By: /S/ John J. Cashin Name: John J. Cashin Title: Senior Trust Officer /S/ Joseph A. Lasala, Jr. as Regular Trustee /S/ Morris B. Smith as Regular Trustee

from S-3 1 page <page> Certificate of Trust of Uprg Capital Trust I This Certificate of Trust of Uprg Capital Trust I (The "Trust"), Dated February 27, 1997, Is Being Duly Executed and Filed by Chase Manhattan Bank Delaware, a Delaware Banking Corporation, as Trustee, to Form a Business Trust Under the Delaware Business Trust Act (12 Del. C. Section 3801 Et Seq.). 1. Name. the Name of the Business Trust Formed Hereby Is Uprg Capital Trust I. 2. Delaware Trustee. the Name and Business Address of the Trustee of the Trust in the State of Delaware Is Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801, Attention: Corporate Trustee Administration. 3. Effective Date. This Certificate of Trust Shall Be Effective as of the Date Filed. in Witness Whereof, the Undersigned, Being the Sole Trustee of the Trust, Has Executed This Certificate of Trust as of the Date First-Above Written. Chase Manhattan Bank Delaware, as Trustee By: /S/ John J. Cashin Name: John J. Cashin Title: Senior Trust Officer /S/ Joseph A. Lasala, Jr. as Regular Trustee /S/ Morris B. Smith as Regular Trustee