Prospectus exerpt:  If you purchase capital securities, you will be entitled to receive cumulative cash distributions at an annual rate of $1.75 for each capital security. This amount represents 7% of the $25 liquidation amount for each capital security. If the Trust is terminated and its assets distributed, you will be entitled to receive the $25 liquidation amount for each capital security you own, or a like principal amount of junior subordinated notes, in each case plus accumulated but unpaid distributions, from the assets of the Trust available for distribution after payment of liabilities owed to its creditors. If the Trust does not have sufficient funds, you may not receive the full liquidation amount and accumulated but unpaid distributions. For a complete description of the capital securities, see “Description of Capital Securities” on page S-20.

Distributions on the capital securities will accumulate from the original issue date. The Trust will pay distributions quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning November 15, 2002. The Trust will pay distributions only when it has funds available for payment.

The holders of the capital securities will have no voting rights, except as described in the sections of the attached prospectus entitled “Description of the Capital Securities — Voting Rights” and “Description of Guarantee — Amendment and Assignment” on pages 19 and 35 of the attached prospectus, respectively, and as otherwise required by law and the declaration of trust.