EXHIBIT 4.10.1


                              CERTIFICATE OF TRUST
                                       OF
                                  VEC TRUST III

                  THIS CERTIFICATE OF TRUST of VEC Trust III (the "TRUST"),
dated as of February ___, 2002, 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. Code
Section 3801 et seq.).

                  1. Name. The name of the business trust being formed hereby is
"VEC Trust III."

                  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.

                  4. Counterparts. This Certificate of Trust may be executed in
one or more counterparts.





                  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),
                                as Delaware Trustee


                                By:             /s/ WILLIAM T. LEWIS
                                   ---------------------------------------------
                                   Name:  WILLIAM T. LEWIS, SVP
                                   Title:


                                THE BANK OF NEW YORK,
                                as Property Trustee


                                By:             /s/ BARBARA A. BEVELAQUA
                                   ---------------------------------------------
                                   Name:  BARBARA A. BEVELAQUA
                                   Title: VICE PRESIDENT


                                JAY D. BROWNING,
                                as Regular Trustee


                                                /s/ JAY D. BROWNING
                                ------------------------------------------------