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                                                                     Exhibit 3.4



                              CERTIFICATE OF TRUST

                                       OF

                               PD CAPITAL TRUST II



         This Certificate of Trust of PD Capital Trust II (the "Trust"), dated
August 7, 2000, is being duly executed and filed on behalf of the Trust by the
undersigned, as Delaware trustee and property trustee respectively, to form a
business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et
seq.) (the "Act").

         1.   Name. The name of the business trust formed by this Certificate of
Trust is PD Capital Trust II.

         2.   Delaware Trustee. The name and business address of the trustee of
the Trust with its principal place of business in the State of Delaware are
First Union Trust Company, N.A., One Rodney Square, 920 King Street, Wilmington,
Delaware 19801.

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

         IN WITNESS WHEREOF, the undersigned, being the property trustee and
Delaware trustee of the Trust, has duly executed this Certificate of Trust in
accordance with Section 3811(a)(1) of the Act.

                                 FIRST UNION TRUST COMPANY, N.A.,
                                 not in its individual capacity but solely as
                                 Delaware trustee

                                 By:   /s/ Edward L. Truitt, Jr.
                                    -------------------------------------------
                                       Name:   Edward L. Truitt, Jr.
                                       Title:  Vice President

                                 FIRST UNION NATIONAL BANK,
                                 not in its individual capacity but solely as
                                 property trustee

                                 By:   /s/ Kevin M. Dobrava
                                    -------------------------------------------
                                       Name:   Kevin M. Dobrava
                                       Title:  Vice President