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                                                                    EXHIBIT 4.10


                              CERTIFICATE OF TRUST
                                       OF
                                  ACS TRUST II

         THIS CERTIFICATE OF TRUST of ACS Trust II (the "Trust"), dated as of
July 25, 2001, 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.) (the
"Act").

         1. Name. The name of the business trust being formed hereby is "ACS
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
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.

         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.



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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.

                                       WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as Delaware Trustee


                                       By: /s/ JAMES P. LAWLER
                                           -------------------------------------
                                           Name:  James P. Lawler
                                           Title: Vice President


                                       WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as Property Trustee


                                       By: /s/ JAMES P. LAWLER
                                           -------------------------------------
                                           Name:  James P. Lawler
                                           Title: Vice President


                                       WILLIAM L. DECKELMAN, JR.,
                                       as Regular Trustee

                                        /s/ WILLIAM L. DECKELMAN
                                       -----------------------------------------


                                       WARREN EDWARDS,
                                       as Regular Trustee

                                        /s/ WARREN D. EDWARDS
                                       -----------------------------------------