CERTIFICATE OF TRUST

                                       OF

                            IMPERIAL CAPITAL TRUST I


               This Certificate of Trust of Imperial Capital Trust I (the
"Trust"), dated as of April 8, 1997, is being duly executed and filed by the
undersigned, as trustees, to create a business trust under the Delaware Business
Trust Act (12 Del. C. ss. 3801, et seq.).

               1. Name. The name of the business trust created hereby is
Imperial Capital Trust I.

               2. Delaware Trustee. The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware are
Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801.

               3. Effective Date. This Certificate of Trust shall be effective
upon filing.

               IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first-above
written.


                             CHASE MANHATTAN BANK DELAWARE, not in
                             its individual capacity but solely as
                             trustee of the Trust

                             By:  /s/ John J. Cashin
                                 ------------------------------------------
                                    Name:   John J. Cashin
                                    Title:  Senior Trust Officer



                             THE CHASE MANHATTAN BANK, not in
                             its individual capacity but solely as
                             trustee of the Trust

                             By:  /s/ Richard Lorenzen
                                 ------------------------------------------
                                    Name:   Richard Lorenzen
                                    Title:  Senior Trust Officer