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                                                                 Exhibit 4.4.2


                              CERTIFICATE OF TRUST

                                       OF

                          LITCHFIELD CAPITAL TRUST II

     THIS CERTIFICATE OF TRUST of Litchfield Capital Trust II (the "Trust"),
dated as of April 12, 1999, is being duly executed and filed by the undersigned,
as trustees, with the Secretary of State of the State of Delaware to form a
business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801 et
seq.).




     1. Name. The name of the business trust formed hereby is "Litchfield
Capital Trust II."

     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 The Bank
of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711.

     3. Effective Date. This Certificate of Trust shall be effective at the time
of its filing with the Secretary of State of the State of Delaware.



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

THE BANK OF NEW YORK (DELAWARE), 
not in its individual capacity but solely 
as Delaware Trustee


By:  /s/  Mary Jane Morrissey
   --------------------------
Name:   Mary Jane Morrissey
Title:  Authorized Signatory



THE BANK OF NEW YORK,
not in its individual capacity but solely 
as Property Trustee


By:  /s/  Michael Culhane
   --------------------------
Name:   Michael Culhane
Title:  Vice President



JOHN J. MALLOY,
not in his individual capacity but solely 
as Regular Trustee


/s/  John J. Malloy
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HEATHER A. SICA,                       
not in her individual capacity but solely as
Regular Trustee                            
                                                                               
                                                                               
/s/ Heather A. Sica
- -----------------------------
                                                                               
RONALD E. RABIDOU,                          
not in her individual capacity but solely as
Regular Trustee                             

/s/  Ronald E. Rabidou
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