Prospectus excerpt:  1,000,000 preferred securities having a liquidation amount of $25 per preferred security. The preferred securities represent preferred undivided beneficial interests in the trust?s assets, which will consist solely of the junior subordinated debentures and payments on the junior subordinated debentures. We have granted the underwriters an option, exercisable within 30 days after the date of the offering, to purchase up to an additional 40,000 preferred securities at the initial offering price, solely to cover over-allotments.

Offering Price: $25 per preferred security (liquidation amount $25).

The Junior Subordinated Debentures: The trust will use the proceeds from the sale of the preferred securities to purchase $25,000,000 aggregate principal amount of our 7.20% junior subordinated debentures due March 31, 2034.

Distributions: The distributions payable on each preferred security:

will be fixed at a rate per annum of 7.20% of the liquidation amount of $25 per preferred security, will be cumulative, will accrue from February 26, 2004, the date of issuance of the preferred securities, will be payable quarterly in arrears on the 15th day of January, April, July and October of each year, subject to possible deferral as described below, and the first distribution date will be April 15, 2004.

The amount of each distribution due on the preferred securities will include amounts accrued through the date the distribution payment is due. We intend to take the position that, for federal income tax purposes, before the occurrence of a distribution extension period a holder will include distributions in income in accordance with its method of accounting for such purposes.

If no event of default with respect to the junior subordinated debentures has occurred and is continuing, then we will have the right, at any time, to defer payments of interest on the junior subordinated debentures for a period not exceeding 20 consecutive quarters for any deferral period. No extension period may extend beyond the stated maturity of the junior subordinated debentures. If interest payments on the junior subordinated debentures are deferred, distributions on the preferred securities will also be deferred and you will not receive any cash payments on the scheduled distribution dates. In that event, we will not be permitted, subject to exceptions described in this prospectus, to declare or pay any cash distributions on our capital stock or debt securities that rank on parity with or junior to the junior subordinated debentures.

Maturity: The junior subordinated debentures will mature and the preferred securities must be redeemed on March 31, 2034.

Redemption: The trust must redeem the preferred securities when the junior subordinated debentures are paid at maturity, or upon any earlier redemption of the debentures to the extent the debentures are redeemed.

We may redeem the debentures at 100% of their principal amount plus unpaid interest accrued to the date of redemption: in whole or in part at any time after March 31, 2009; in whole at any time, if: there is a change in existing laws or regulations, or a new official administrative interpretation or application of these laws and regulations, that causes the interest we pay on the debentures to no longer be deductible by us for federal income tax purposes; or the trust becomes subject to federal income tax; or the trust becomes or will become subject to certain other taxes or governmental charges; there is a change in existing laws or regulations that requires the trust to register as an investment company; or there is a change in the capital adequacy guidelines adopted by the Board of Governors of the Federal Reserve Board, which we refer to as the Federal Reserve, which results in the preferred securities not being counted as Tier 1 regulatory capital. Redemption of the debentures prior to maturity will be subject to the prior approval of the Federal Reserve, if approval is then required. If your preferred securities are redeemed by the trust, you will receive the liquidation amount of $25.00 per preferred security, plus any accrued and unpaid distributions to the date of redemption.