Exhibit 99.2

         SECTION 38.  Voluntary  Termination or Amendment of Trust. The Trustees
may terminate  this trust at any time, or may cause this trust to be merged into
or  consolidated  with  another  company or may cause or permit a  Massachusetts
limited liability company or any other company to merge into or consolidate with
this  trust  under  or  pursuant  to any  state  or  federal  statute,  if  such
termination,  merger or consolidation  has been authorized by vote of at least a
majority of the  outstanding  Common  Stock;  provided  that in the case of such
statutory  merger or  consolidation,  the  agreement of merger or  consolidation
shall (subject to the last sentence of the next to the last paragraph of Article
40) confer on the  holders of all  shares of this  trust who  dissent  from such
merger within the time and in the manner provided in the  Massachusetts  statute
applicable to business corporations,  substantially those rights they would have
if this  trust  were  at the  time a  Massachusetts  business  corporation;  and
provided  further  that in other  respects  the  Trustees  shall  have  power to
prescribe the procedure  necessary or appropriate  to accomplish  such merger or
consolidation in conformity with the provisions of the applicable statute.

         Except  in  instances  in  which  this  Declaration  requires  a higher
percentage  the  terms of this  Declaration  may be  amended  in any  particular
whatsoever  or  added to or  rescinded  by vote of at  least a  majority  of the
outstanding  Common  Stock;  provided  (a) no change shall be made in Article 19
which will impair the relief from personal liability  provided therein,  (b) any
provision requiring a higher percentage than a majority shall be amended only by
such higher  percentage and (c) this  Declaration may be amended for the purpose
of changing the name of this trust,  or of supplying  any  omission,  curing any
ambiguity or curing,  correcting or supplementing  any defective or inconsistent
provision contained in this Declaration,  by the Trustees without  authorization
by shareholder vote.