EXHIBIT 4.1
 
                              CERTIFICATE OF TRUST
 
     The undersigned, the trustees of Capita Preferred Trust, desiring to form a
business  trust pursuant  to Delaware  Business Trust Act,  12 Del.  C. SS 3810,
hereby certify as follows:
 
          (a) The name of the business  trust being formed hereby (the  'Trust')
     is 'Capita Preferred Trust.'
 
          (b)  The name and business  address of the trustee  of the Trust which
     has its principal place of business in the State of Delaware is as follows:
 
               First Chicago Delaware Inc.
               c/o FCC National Bank
               300 King Street
               Wilmington, Delaware 19801
 
          (c) This Certificate  of Trust shall  be effective as  of the date  of
     filing.
 
Dated: August 29, 1996
 
                                           /s/  Jeffrey F. Nash
                                          .....................................
                                          Name: Jeffrey F. Nash
                                          Title: Regular Trustee


                                          FIRST CHICAGO DELAWARE INC.

                                          By:  /s/  Steven Wagner
                                              ................................
                                              Name: Steven Wagner
                                              Title: