<PAGE>

                                                                    EXHIBIT 4.14

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                                     Form of

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST


                                       OF


                 NATIONWIDE FINANCIAL SERVICES CAPITAL TRUST IV


                       Dated as of ____________ __, _____




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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----
<S>                                                                                  <C>
ARTICLE I.    INTERPRETATION AND DEFINITIONS ......................................      1

     SECTION 1.01.     DEFINITIONS ................................................      1

ARTICLE II.   TRUST INDENTURE ACT .................................................      6

     SECTION 2.01.     TRUST INDENTURE ACTS; APPLICATION ..........................      6
     SECTION 2.02.     LISTS OF HOLDERS OF SECURITIES .............................      7
     SECTION 2.03.     REPORTS BY THE PROPERTY TRUSTEE ............................      7
     SECTION 2.04.     PERIODIC REPORTS TO PROPERTY TRUSTEE .......................      7
     SECTION 2.05.     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT ...........      7
     SECTION 2.06.     EVENTS OF DEFAULT; WAIVER ..................................      8
     SECTION 2.07.     EVENT OF DEFAULT; NOTICE ...................................      9

ARTICLE III.  ORGANIZATION ........................................................      9

     SECTION 3.01.     NAME .......................................................      9
     SECTION 3.02.     OFFICE .....................................................      9
     SECTION 3.03.     DECLARATION ................................................     10
     SECTION 3.04.     AUTHORITY ..................................................     10
     SECTION 3.05.     TITLE TO PROPERTY OF THE TRUST .............................     10
     SECTION 3.06.     POWERS AND DUTIES OF THE REGULAR TRUSTEES ..................     10
     SECTION 3.07.     PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES .......     13
     SECTION 3.08.     POWERS AND DUTIES OF THE PROPERTY TRUSTEE ..................     14
     SECTION 3.09.     CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY
                       TRUSTEE ....................................................     15
     SECTION 3.10.     CERTAIN RIGHTS OF PROPERTY TRUSTEE .........................     17
     SECTION 3.11.     DELAWARE TRUSTEE ...........................................     18
     SECTION 3.12.     EXECUTION OF DOCUMENTS .....................................     19
     SECTION 3.13.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES .....     19
     SECTION 3.14.     DURATION OF TRUST ..........................................     19
     SECTION 3.15.     MERGERS ....................................................     19

ARTICLE IV.   SPONSOR .............................................................     21

     SECTION 4.01.     SPONSOR'S PURCHASE OF COMMON SECURITIES ....................     21
     SECTION 4.02.     RESPONSIBILITIES OF THE SPONSOR ............................     21
     SECTION 4.03.     GUARANTEE OF PAYMENT OF TRUST OBLIGATIONS ..................     21

ARTICLE V.    TRUSTEES ............................................................     22
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                   <C>
     SECTION 5.01.     NUMBER OF TRUSTEES .........................................     22
     SECTION 5.02.     DELAWARE TRUSTEE ...........................................     22
     SECTION 5.03.     PROPERTY TRUSTEE; ELIGIBILITY ..............................     22
     SECTION 5.04.     QUALIFICATIONS OF REGULAR TRUSTEES AND DELAWARE TRUSTEE
                       GENERALLY ..................................................     23
     SECTION 5.05.     INITIAL TRUSTEES ...........................................     23
     SECTION 5.06.     APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES ...........     24
     SECTION 5.07.     VACANCIES AMONG TRUSTEES ...................................     25
     SECTION 5.08.     EFFECT OF VACANCIES ........................................     25
     SECTION 5.09.     MEETINGS ...................................................     25
     SECTION 5.10.     DELEGATION OF POWER ........................................     26
     SECTION 5.11.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                       BUSINESS ...................................................     26

ARTICLE VI.   DISTRIBUTIONS. ......................................................     26

     SECTION 6.01.     DISTRIBUTIONS ..............................................     26

ARTICLE VII.  ISSUANCE OF SECURITIES ..............................................     27

     SECTION 7.01.     GENERAL PROVISIONS REGARDING SECURITIES ....................     27
     SECTION 7.02.     EXECUTION AND AUTHENTICATION ...............................     27
     SECTION 7.03.     BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; DEFINITIVE
                       PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES
                       CERTIFICATE ................................................     28
     SECTION 7.04.     REGISTRAR AND PAYING AGENT .................................     29
     SECTION 7.05.     PAYING AGENT TO HOLD MONEY IN TRUST ........................     29
     SECTION 7.06.     REPLACEMENT SECURITIES .....................................     30
     SECTION 7.07.     OUTSTANDING PREFERRED SECURITIES ...........................     30
     SECTION 7.08.     PREFERRED SECURITIES IN TREASURY ...........................     30
     SECTION 7.09.     TEMPORARY SECURITIES .......................................     30
     SECTION 7.10.     CANCELLATION ...............................................     31

ARTICLE VIII. TERMINATION OF TRUST ................................................     32

     SECTION 8.01.     TERMINATION OF TRUST .......................................     32

ARTICLE IX.   EXCHANGE ............................................................     33

     SECTION 9.01.     GENERAL ....................................................     33
     SECTION 9.02.     DEEMED SECURITY HOLDERS ....................................     33

ARTICLE X.    LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,  TRUSTEES OR
              OTHERS ..............................................................     33

     SECTION 10.01.    LIABILITY ..................................................     33
     SECTION 10.02.    EXCULPATION ................................................     34
     SECTION 10.03.    FIDUCIARY DUTY .............................................     34
     SECTION 10.04.    INDEMNIFICATION ............................................     35
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                   <C>
     SECTION 10.05.    OUTSIDE BUSINESSES .........................................     35

ARTICLE XI.   ACCOUNTING ..........................................................     36

     SECTION 11.01.    FISCAL YEAR ................................................     36
     SECTION 11.02.    CERTAIN ACCOUNTING MATTERS .................................     36
     SECTION 11.03.    BANKING ....................................................     36
     SECTION 11.04.    WITHHOLDING ................................................     37

ARTICLE XII.  AMENDMENTS AND MEETINGS .............................................     37

     SECTION 12.01.    AMENDMENTS .................................................     37
     SECTION 12.02.    MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
                       CONSENT. ...................................................     39

ARTICLE XIII. REPRESENTATIONS OF DELAWARE AND PROPERTY TRUSTEE ....................     40

     SECTION 13.01.    REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE .........     40
     SECTION 13.02.    REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE .........     41

ARTICLE XIV.  MISCELLANEOUS .......................................................     42

     SECTION 14.01.    NOTICES ....................................................     42
     SECTION 14.02.    GOVERNING LAW ..............................................     43
     SECTION 14.03.    INTENTION OF THE PARTIES ...................................     43
     SECTION 14.04.    HEADINGS ...................................................     43
     SECTION 14.05.    SUCCESSORS AND ASSIGNS .....................................     43
     SECTION 14.06.    PARTIAL ENFORCEABILITY .....................................     43
     SECTION 14.07.    COUNTERPARTS ...............................................     43
</TABLE>

ANNEX I  Terms of __% Preferred Securities and __%  Common Securities
Exhibit A  Form of Preferred Security
Exhibit B  Form of Common Security

                                      iii

<PAGE>

                             CROSS-REFERENCE TABLE*

                                                                Section of
Section of Trust Indenture Act of 1939, as amended              Declaration
------------------------------------------------------------   --------------
310(a)......................................................           5.3(a)
310(c)......................................................     Inapplicable
311(c)......................................................     Inapplicable
312(a)......................................................           2.2(a)
312(b)......................................................           2.2(b)
313.........................................................              2.3
314(a)......................................................              2.4
314(b)......................................................     Inapplicable
314(c)......................................................              2.5
314(d)......................................................     Inapplicable
314(f)......................................................     Inapplicable
315(a)......................................................           3.9(b)
315(c)......................................................           3.9(a)
315(d)......................................................           3.9(a)
316(a)......................................................          Annex I
316(c)......................................................           3.6(e)

________________
* This Cross-Reference Table does not constitute part of the Declaration and
shall not affect the interpretation of any of its terms or provisions.

                                       iv

<PAGE>


                    AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                 NATIONWIDE FINANCIAL SERVICES CAPITAL TRUST IV
                             _____________ __, 200_


          AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of __________ __, 200_, by the undersigned trustees (together with
all other persons from time to time duly appointed and serving as trustees in
accordance with the provisions of this Declaration, the "Trustees"), Nationwide
Financial Services, Inc., a Delaware corporation, as trust sponsor (the
"Sponsor"), and by the holders, from time to time, of the securities
representing the undivided beneficial interests in the assets of the Trust
issued pursuant to the Declaration;

          WHEREAS, the Trustees and the Sponsor established a trust (the
"Trust") under the Delaware Statutory Trust Act (as hereinafter defined)
pursuant to a Declaration of Trust dated as of December 17, 2002 (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on December 17, 2002, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain Debentures of
the Debenture Issuer (as hereinafter defined); and

          WHEREAS, as of the date hereof, no interests in the Trust have been
issued;

          WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration;
and

          NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitute the governing instrument of such statutory trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing the undivided beneficial interests in the assets of the Trust
issued hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I.

                         INTERPRETATION AND DEFINITIONS

     SECTION 1.01. DEFINITIONS. Unless the context otherwise requires:

          (a)  Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.01;

          (b)  a term defined anywhere in this Declaration has the same meaning
throughout;

          (c)  all references to "the Declaration" or "this Declaration" are to
this Declaration as modified, supplemented or amended from time to time;

<PAGE>

          (d)  all references in this Declaration to Articles and Sections and
Exhibits are to Articles and Sections of and Exhibits to this Declaration unless
otherwise specified;

          (e)  a term defined in the Trust Indenture Act has the same meaning as
when used in this Declaration unless otherwise defined in this Declaration or
unless the context otherwise requires; and

          (f)  a reference to the singular includes the plural and vice versa.

          "AFFILIATE" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

          "AGENT" means any registrar, Paying Agent or co-registrar.

          "AUTHORIZED OFFICER" of a Person means any Person that is authorized
to bind such Person.

          "BENEFICIARIES" has the meaning set forth in Section 4.03(a).

          "BOOK ENTRY INTEREST" means a beneficial interest in a Global
Certificate, ownership and transfers of which all be maintained and made through
book entries by a Depositary as described in Section 7.03.

          "BUSINESS DAY" means any day other than a day on which banking
institutions in New York, New York or Wilmington, Delaware are authorized or
required by law or regulation to close.

          "CERTIFICATE" means a certificate in global or definitive form
representing a Common Security or a Preferred Security.

          "CERTIFICATE DEPOSITARY AGREEMENT" means the Agreement among the
Trust, the Depositary and the Sponsor as the same may be amended from time to
time.

          "CLOSING DATE" means the First Closing Date as defined in the
Underwriting Agreement.

          "CODE" means the Internal Revenue Code of 1986, as amended.

          "COMMISSION" means the Securities and Exchange Commission.

          "COMMON SECURITY" means an undivided beneficial interest in the assets
of the Trust, having a liquidation amount of $ and having the rights provided
therefor in this Declaration, including the right to receive Distributions as
provided herein.

          "COVERED PERSON" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.

                                       2

<PAGE>

          "DEBENTURE ISSUER" means Nationwide Financial Services, Inc., as
issuer of the Debentures.

          "DEBENTURE TRUSTEE" means Wilmington Trust Company, as trustee under
the Indenture until a successor is appointed thereunder, and thereafter means
such successor trustee.

          "DEBENTURES" means the series of Subordinated Deferrable Interest
Debentures due to be issued by the Debenture Issuer under the Indenture ________
to be held by the Property Trustee.

          "DELAWARE TRUSTEE" has the meaning set forth in Section 5.02.

          "DEFINITIVE PREFERRED SECURITIES" means the Preferred Securities in
definitive form issued by the Trust, a specimen certificate for such preferred
securities being attached hereto as Exhibit A.

          "DEPOSITARY" means The Depository Trust Company, the initial clearing
agency.

          "DISTRIBUTION" means a distribution payable to Holders of Securities
in accordance with Section 6.01.

          "EVENT OF DEFAULT" in respect of the Securities means an Event of
Default (as defined in the Indenture) in respect of the Debentures or a default
by the Sponsor under the Preferred Securities Guarantee has occurred and is
continuing.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

          "GLOBAL CERTIFICATE" has the meaning set forth in Section 7.03(a).

          "HOLDER" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Statutory Trust Act.

          "INDEMNIFIED PERSON" means (a) any Trustee; (b) any Affiliate of any
Trustee; (c) any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Trustee or (d) any employee or agent
of the Trust or its Affiliates.

          "INDENTURE" means the Subordinated Indenture dated as of October 19,
1998, between the Debenture Issuer and Debenture Trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued.

          "INVESTMENT COMPANY" means an investment company as defined in the
Investment Company Act.

                                       3

<PAGE>

          "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

          "LEGAL ACTION" has the meaning set forth in Section 3.06(g).

          "LIST OF HOLDERS" has the meaning set forth in Section 2.02(a).

          "MAJORITY IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as
provided in the terms of the Preferred Securities and by the Trust Indenture
Act, Holder(s) of outstanding Securities voting together as a single class or,
as the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class, who are
the record owners of more than 50% of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

          "OBLIGATIONS" means any costs, expenses or liabilities of the Trust,
other than obligations of the Trust to pay to Holders of any Securities or other
similar interests in the Trust the amounts due such Holders pursuant to the
terms of the Securities or such other similar interests, as the case may be.

          "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

          (a) a statement that each officer signing the Certificate has read the
covenant or condition and the definition relating thereto;

          (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Certificate;

          (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

          (d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

          "PARTICIPANT" means a member of, or participant in, the Depositary.

          "PAYING AGENT" has the meaning specified in Section 7.04.

          "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock, limited liability
company, trust, unincorporated association, or government or any agency or
political subdivision thereof, or any other entity of whatever nature.

                                       4

<PAGE>

          "PREFERRED SECURITIES" means a preferred security issued by the Trust,
constituting an undivided beneficial interest in the assets of the Trust, having
rights provided therefor in this Declaration, including the right to
Distributions as provided herein. The specific designation of the Preferred
Securities issued by the Trust will be determined by the Regular Trustees, as
set forth in Section 3.06.

          "PREFERRED SECURITIES GUARANTEE" means the guarantee agreement to be
dated as of __________ __, 200_, of the Sponsor in respect to the Preferred
Securities.

          "PREFERRED SECURITY BENEFICIAL OWNER" means, with respect to a Book
Entry interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Depositary, or on the books of a
Person maintaining an account with such Depositary (directly as a Participant or
as an indirect participant, in each case in accordance with the rules of such
Depositary).

          "PROPERTY TRUSTEE" means the Trustee meeting the eligibility
requirements set forth in Section 5.03.

          "PROPERTY TRUSTEE ACCOUNT" has the meaning set forth in Section
3.08(c).

          "PROSPECTUS" has the meaning set forth in Section 3.06(b)(i).

          "QUORUM" means a majority of the Regular Trustees or, if there are
only two Regular Trustees, both of them.

          "REGISTRAR" has the meaning set forth in Section 7.04.

          "REGISTRATION STATEMENT" has the meaning set forth in Section
3.06(b)(i).

          "REGULAR TRUSTEE" means any Trustee other than the Property Trustee
and the Delaware Trustee.

          "RESPONSIBLE OFFICER" means, with respect to the Property Trustee, any
vice-president, any assistant vice-president, the treasurer, any assistant
treasurer, any trust officer or assistant trust officer or any other officer in
Corporate Trust Administration of the Property Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

          "SECURITIES" means the Common Securities and the Preferred Securities.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

                                       5

<PAGE>

          "SPONSOR" means Nationwide Financial Services, Inc., a Delaware
corporation, or any successor entity in a merger, consolidation or amalgamation,
in its capacity as sponsor of the Trust.

          "STATUTORY TRUST ACT" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 ET SEQ., as it may be amended from time to time.

          "SUPER MAJORITY" has the meaning set forth in Section 2.06(a)(ii).

          "10% IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as
provided in the terms to the Preferred Securities or by the Trust Indenture Act,
Holders of outstanding Securities voting together as a single class or, as the
context any require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities, voting separately as a class, representing 10% of
the aggregate liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accrued and unpaid Distributions
to the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

          "TREASURY REGULATION" means the income tax regulation, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions to succeeding regulations).

          "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended from time to time.

          "TRUST PROPERTY" means (a) the Debentures, (b) any cash on deposit in,
or owing to, the Property Trustee Account and (c) all proceeds and rights in
respect of the foregoing and any other property and assets for the time being
held or deemed to be held by the Property Trustee pursuant to the trusts of this
Declaration.

          "TRUSTEE" or "TRUSTEES" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving an Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

          "UNDERWRITING AGREEMENT" means the Underwriting Agreement, dated
_______, 200_, among the Sponsor, the Trust and [ ], as representatives of the
several underwriters named in Schedule A attached thereto.

                                  ARTICLE II.

                               TRUST INDENTURE ACT

     SECTION 2.01.  TRUST INDENTURE ACTS; APPLICATION. (a) This Declaration is
subject to the provisions of the Trust Indenture Act that are required to be
part of

                                       6

<PAGE>

this Declaration, which are incorporated by reference in and made part of this
Declaration and shall, to the extent applicable, be governed by such provisions.

          (b)  The Property Trustee shall be the only Trustee which is a Trustee
for the purpose of the Trust Indenture Act.

          (c)  If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by Sections 310 to 377,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

          (d)  The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

     SECTION 2.02.  LISTS OF HOLDERS OF SECURITIES. (a) Each of the Sponsor and
the Regular Trustees on behalf of the Trust shall provide the Property Trustee
(i) within 14 days after each record date for payment of Distributions, a list,
in such form as the Property Trustee may reasonably require, of the names and
addresses of the Holders of the Securities ("List of Holders") as of such record
date; PROVIDED THAT neither the Sponsor nor the Regular Trustees on behalf of
the Trust shall be obligated to provide such List of Holders at any time the
List of Holders does not differ from the most recent List of Holders given to
the Property Trustee by the Sponsor and the Regular Trustees on behalf of the
Trust, and (ii) a List of Holders at any other time, within 30 days of receipt
by the Regular Trustees on behalf of the Trust of a written request for a List
of Holders as of a date no more than 14 days before such List of Holders is
given to the Property Trustee. The Property Trustee shall preserve, in as
current a form as is reasonably practicable, all information contained in Lists
of Holders given to it or which it receives in its capacity as Paying Agent (if
acting in such capacity); provided that the Property Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders.

          (b)  The Property Trustee shall comply with its obligations under
Sections 311(a), 312(b) and 312(b) of the Trust Indenture Act.

     SECTION 2.03.  REPORTS BY THE PROPERTY TRUSTEE. Within 60 days after May 15
of each year, the Property Trustee shall provide to the Holders of the Preferred
Securities such reports as are required by Section 313 of the Trust Indenture
Act, if any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Property Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

     SECTION 2.04.  PERIODIC REPORTS TO PROPERTY TRUSTEE. Each of the Sponsor
and the Regular Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

     SECTION 2.05.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Each of
the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such evidence of compliance with any conditions precedent, if

                                       7

<PAGE>

any, provided for in this Declaration that relate to any of the matters set
forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

     SECTION 2.06.  EVENTS OF DEFAULT; WAIVER. (a) The Holders of a Majority in
liquidation preference of Preferred Securities may, by vote, on behalf of the
Holders of all of the Preferred Securities, waive any past Event of Default in
respect of the Preferred Securities and its consequences; PROVIDED THAT, if the
underlying Event of Default under the Indenture:

               (i)  is not waivable under the Indenture, the Event of Default
under the Declaration shall also not be waivable; or

               (ii) requires the consent or vote of greater than a majority in
principal amount of the holders of the Debentures (a "Super Majority") to be
waived under the Indenture, the Event of Default under the Declaration may only
be waived by the vote of the Holders of at least the proportion in liquidation
amount of the Preferred Securities that the relevant Super Majority represents
of the aggregate principal amount of the Debentures outstanding.

          Upon such waiver, any such default shall cease to exist, and any Event
of Default with respect to the Preferred Securities arising therefrom shall be
deemed to have been cured, for every purpose of this Declaration, but no such
waiver shall extend to any subsequent or other default or an Event of Default
with respect to the Preferred Securities or impair any right consequent thereon.
Any waiver by the Holders of the Preferred Securities of an Event of Default
with respect to the Preferred Securities shall also be deemed to constitute a
waiver by the Holders of the Common Securities of any such Event of Default with
respect to the Common Securities for all purpose of this Declaration without any
further act, vote, or consent of the Holders of the Securities.

          (b)  The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences; PROVIDED THAT, if the underlying Event of
Default under the Indenture:

               (i)  is not waivable under the Indenture, except where the
Holders of the Common Securities are deemed to have waived such Event of Default
under the Declaration as provided below in this Section 2.06(b), the Event of
Default under the Declaration shall also not be waivable; or

               (ii) requires the consent or vote of a Super Majority to be
waived, except where the Holders of the Common Securities are deemed to have
waived such Event of Default under the Declaration as provided below in this
Section 2.06(b), the Event of Default under the Declaration may only be waived
by the vote of the Holders of at least the proportion in liquidation preference
of the Common Securities that the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding;

          PROVIDED, FURTHER, each Holder of Common Securities will be deemed to
have waived any such Event of Default and all Events of Default with respect to
the Common

                                       8

<PAGE>

Securities and its consequences until the effects of all Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated, and until such Events of Default have been so cured, waived or
otherwise eliminated, the Property Trustee will be deemed to be acting solely on
behalf of the Holders of the Preferred Securities and only the Holders of the
Preferred Securities will have the right to direct the Property Trustee in
accordance with the terms of the Securities. Subject to the foregoing provisions
of this Section 2.06(b), upon such waiver, any such default shall cease to exist
and any Event of Default with respect to the Common Securities arising therefrom
shall be deemed to have been cured for every purpose of this Declaration, but no
such waiver shall extend to any subsequent or other default or Event of Default
with respect to the Common Securities or impair any right consequent thereon.

          (c)   A waiver of an Event of Default under the Indenture by the
Property Trustee at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.06(c) shall be in lieu
of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B)
of the Trust Indenture Act is hereby expressly excluded from this Declaration
and the Securities, as permitted by the Trust Indenture Act.

     SECTION 2.07.     EVENT OF DEFAULT; NOTICE. (a) The Property Trustee shall,
within 90 days after the occurrence of an Event of Default, transmit by mail,
first class postage prepaid, to the Holders of the Securities, notices of all
defaults with respect to the Securities actually known to the Property Trustee,
unless such defaults have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section 2.07(a) being hereby defined to be
an Event of Default as defined in the Indenture not including any periods of
grace provided for therein and irrespective of the giving of any notice provided
therein); PROVIDED THAT, except for a default in the payment of principal of (or
premium, if any) or interest on any of the Debentures or in the payment of any
sinking fund installment established for the Debentures, the Property Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or
Responsible Officers of the Property Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities.

          (b)   The Property Trustee shall not be deemed to have knowledge of
any default unless a Responsible Officer has actual knowledge of or has received
written notice of such default.

                                  ARTICLE III.

                                  ORGANIZATION

     SECTION 3.01.     NAME. The Trust is named Nationwide Financial Services
Capital Trust IV, as such name may be modified from time to time by the Regular
Trustees following written notice to the Holders of Securities. The Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Regular Trustees.

     SECTION 3.02.     OFFICE. The address of the principal office of the Trust
is c/o Nationwide Financial Services, Inc., One Nationwide Plaza, Columbus, Ohio
43215, Attention:

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<PAGE>

Chief Financial Officer. On ten Business Days written notice to the Holders of
Securities, the Regular Trustees may designate another principal office.

     SECTION 3.03.     DECLARATION. (a) The exclusive purposes and functions of
the Trust are (i) to issue and sell Securities and use the gross proceeds from
such sale to acquire the Debentures, (ii) to maintain the status of the Trust as
a grantor trust for United States federal income tax purposes, and (iii) except
as otherwise limited herein, to engage in only those other activities necessary
or incidental thereto. The Trust shall not borrow money, issue debt or reinvest
profits derived from investments, pledge any of its assets, or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
not to be classified for United States Federal income tax purposes as a grantor
trust.

          (b)   The Trust will be classified as a grantor trust for United
States federal income tax purposes under Subpart E of Subchapter J of the Code,
pursuant to which the Holders of the Preferred Securities and the Common
Securities will be the owners of the Trust for United States federal income tax
purposes, and such Holders will include directly in their gross income the
income, gain, deduction or loss of the Trust as if the Trust did not exist. By
the acceptance of this Trust, neither the Trustees, the Sponsor nor the owners
of the Preferred Securities or Common Securities will take any position for
United States federal income tax purposes which is contrary to the
classification of the Trust as a grantor trust.

     SECTION 3.04.     AUTHORITY. Subject to the limitations provided in this
Declaration and to the specific duties of the Property Trustee, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust and an action
taken by the Property Trustee in accordance with its powers shall constitute the
act of and serve to bind the Trust. In dealing with the Trustees acting on
behalf of the Trust, no person shall be required to inquire into the authority
of the Trustees to bind the Trust. Persons dealing with the Trust are entitled
to rely conclusively on the power and authority of the Trustees as set forth in
this Declaration.

     SECTION 3.05.     TITLE TO PROPERTY OF THE TRUST. Except as provided in
Section 3.08 with respect to the Debentures and the Property Trustee Account or
as otherwise provided in this Declaration, legal title to all assets of the
Trust shall be vested in the Trust. The Holders shall not have legal title to
any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.

     SECTION 3.06.     POWERS AND DUTIES OF THE REGULAR TRUSTEES. The Regular
Trustees shall have the exclusive power, duty and authority to act on behalf of
the Trust with respect to the following activities:

          (a)   determining the specific designation of the Preferred Securities
issued by the Trust and issuing and selling the Preferred Securities and Common
Securities in accordance with this Declaration; PROVIDED, HOWEVER, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities; and PROVIDED, FURTHER, that there shall be no
interests in the Trust other than the Securities,

                                       10

<PAGE>

and the issuance of Securities shall be limited to simultaneous issuances of
both Preferred Securities and Common Securities on the Closing Date;

          (b)   in connection with the issuance and sale of the Preferred
Securities, at the direction of the Sponsor, to:

                (i)    assist in the preparation of a prospectus (the
"Prospectus") in preliminary and final form prepared by the Sponsor, in relation
to the offering and sale of Preferred Securities and to execute and file with
the Commission, a registration statement filed on Form S-3 prepared by the
Sponsor, including any amendments thereto in relation to the Preferred
Securities (including any registration statement filed pursuant to Rule 462)
(the "Registration Statement") and to execute and file with the Commission;

                (ii)   execute and file any documents prepared by the Sponsor,
or take any acts as determined by the Sponsor to be necessary in order to
qualify or register all or part of the Preferred Securities in any State or
foreign jurisdiction in which the Sponsor has determined to qualify or register
such Preferred Securities for sale and to qualify this Declaration under the
Trust Indenture Act;

                (iii)  execute and file an application, prepared by the Sponsor,
to the New York Stock Exchange or any other national stock exchange for listing
or quotation of the Preferred Securities;

                (iv)   execute and deliver letters, documents, or instruments
with the Depositary relating to the Preferred Securities;

                (v)    execute and file with the Commission, at such time as
determined by the Sponsor, a registration statement on Form 8-A, including any
amendments thereto, prepared by the Sponsor relating to the registration of the
Preferred Securities under Section 12 of the Exchange Act; and

                (vi)   execute and enter into the Underwriting Agreement and
other related agreements providing for the sale of the Preferred Securities and
consummate the transactions contemplated thereby;

          (c)   acquiring the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; PROVIDED, HOWEVER, that the
Regular Trustees shall cause title to the Debentures to be held of record in the
name of the Property Trustee for the benefit of the Holders of the Preferred
Securities and the Holders of the Common Securities;

          (d)   giving the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Tax Event; PROVIDED, THAT the Regular Trustees
shall consult with the Sponsor and the Property Trustee before taking or
refraining from taking any Ministerial Action in relation to a Tax Event;

          (e)   establishing a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and

                                       11

<PAGE>

exchanges, and to issue relevant notices to the Holders of Preferred Securities
and Holders of Common Securities as to such actions and applicable record dates;

                (f)    taking all action, and perform such duties as may be
required of the Regular Trustees pursuant to the terms of the Securities (set
forth in Annex I hereto and made a part hereof);

                (g)    bringing or defending, paying, collecting, compromising,
arbitrating, resorting to legal action, or otherwise adjusting claims or demands
of or against the Trust ("Legal Action"), unless pursuant to Section 3.08(e),
the Property Trustee has the exclusive power to bring such Legal Action;

                (h)    employing or otherwise engaging employees and agents (as
may be designated as officers with titles) and managers, contractors, advisors,
and consultants and pay reasonable compensation for such services;

                (i)    causing the Trust to comply with the Trust's obligations
under the Trust Indenture Act;

                (j)    giving the certificate required by Section 314(a)(4) of
the Trust Indenture Act to the Property Trustee, which certificate may be
executed by any Regular Trustee;

                (k)    incurring expenses that are necessary or incidental to
carry out any of the purposes of the Trust;

                (l)    acting as, or appoint another Person to act as, Registrar
and transfer agent for the Securities;

                (m)    giving prompt written notice to the Holders of the
Securities of any notice received from the Sponsor of its election to defer
payments of interest on the Debentures by extending the interest payment period
under the Indenture;

                (n)    to the extent provided in this Declaration, terminating,
dissolving and liquidating the Trust and preparing, executing and filing the
certificate of cancellation with the Secretary of State of the State of
Delaware;

                (o)    taking all action that may be necessary or appropriate
for the preservation and the confirmation of the Trust's valid existence,
rights, franchises and privileges as a statutory trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Preferred
Securities or to enable the trust to effect the purposes for which the Trust was
created;

                (p)    taking any action, not inconsistent with this Declaration
or with applicable law, that the Regular Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.06, including, but not limited to:

                                       12

<PAGE>

                (i)    causing the Trust not to be deemed to be an Investment
Company required to be registered under the Investment Company Act;

                (ii)   causing the Trust to be classified for United States
federal income tax purposes as a grantor trust; and

                (iii)  cooperating with the Sponsor to ensure that the
Debentures will be treated as indebtedness of the Sponsor for United States
federal income tax purposes; PROVIDED THAT such action does not adversely affect
the interests of Holders; and

          (q)   taking all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Regular Trustees, on behalf of the
Trust; and

          (r)   executing all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.

          The Regular Trustees must exercise the powers set forth in this
Section 3.06 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.03, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.03.

          Subject to this Section 3.06, the Regular Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.08.

     SECTION 3.07.     PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES. (a)
The Trust shall not, and the Trustees (including the Property Trustee) shall
not, engage in any activity other than as required or authorized by this
Declaration. In particular, the Trust shall not and the Trustees (including the
Property Trustee) shall cause the Trust not to:

                (i)    invest any proceeds received by the Trust from holding
the Debentures, but shall distribute all such proceeds to Holders of Securities
pursuant to the terms of this Declaration and of the Securities;

                (ii)   acquire any assets other than as expressly provided
herein;

                (iii)  possess Trust property for other than a Trust purpose;

                (iv)   make any loans or incur any indebtedness other than loans
represented by the Debentures;

                (v)    possess any power or otherwise act in such a way as to
vary the Trust assets or the terms of the Securities in any way whatsoever;

                (vi)   issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other than the Securities; or

                                       13

<PAGE>

                (vii)  other than as provided in this Declaration or Annex I
hereto, (A) direct the time, method and place of exercising any trust or power
conferred upon the Debenture Trustee with respect to the Debentures, (B) waive
any past default that is not waivable under Section 5.13 of the Indenture, (C)
exercise any right to rescind or annul any declaration that the principal of all
the Debentures shall be due and payable, or (D) consent to any amendment,
modification or termination of the Indenture or the Debentures where such
consent shall be required unless the Trust shall have received an opinion of
counsel to the effect that such amendment, modification or termination will not
cause more than an insubstantial risk that for United States federal income tax
purposes the Trust will not be classified as a grantor trust.

     SECTION 3.08.     POWERS AND DUTIES OF THE PROPERTY TRUSTEE. (a) The legal
title to the Debentures shall be owned by and held of record in the name of the
Property Trustee in trust for the benefit of the Holders of the Securities. The
right, title and interest of the Property Trustee to the Debentures shall vest
automatically in each Person who may hereafter be appointed as Property Trustee
in accordance with Section 5.06. Such vesting and cessation of title shall be
effective whether or not conveyancing documents with regard to the Debentures
have been executed and delivered.

          (b)    The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Regular Trustees or to the Delaware Trustee
(if the Property Trustee does not also act as Delaware Trustee).

          (c)   The Property Trustee shall:

                (i)    establish and maintain a segregated non-interest bearing
trust account (the "Property Trustee Account") in the name of and under the
exclusive control of the Property Trustee on behalf of the Holders of the
Securities and, upon the receipt of payments of funds made in respect of the
Debentures held by the Property Trustee, deposit such funds into the Property
Trust Account and make payments to the Holders of the Preferred Securities and
Holders of the Common Securities from the Property Trustee Account in accordance
with Section 6.01. Funds in the Property Trustee Account shall be held
uninvested until disbursed in accordance with this Declaration.

                (ii)   engage in such unilateral activities as so directed and
as shall be necessary or appropriate to effect the redemption of the Preferred
Securities and the Common Securities to the extent the Debentures are redeemed
or mature; and

                (iii)  upon written notice of distribution issued by the Regular
Trustees in accordance with the terms of the Securities, engage in such
ministerial activities as so directed as shall be necessary or appropriate to
effect the distribution of the Debentures to Holders of Securities pursuant to
the terms of the Securities.

          (d)   The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of the Securities (set forth in Annex I hereto and made a part hereof).

                                       14

<PAGE>

          (e)   The Property Trustee shall take any Legal Action which arises
out of or in connection with an Event of Default or the Property Trustee's
duties and obligations under this Declaration or the Trust Indenture Act.

          (f)   The Property Trustee shall not resign as a Trustee unless
either:

                (i)    the Trust has been completely liquidated and the proceeds
of the liquidation distributed to the Holders of Securities pursuant to the
terms of the Securities; or

                (ii)   a Successor Property Trustee has been appointed and has
accepted that appointment in accordance with Section 5.06.

          (g)   The Property Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default occurs and is continuing, the Property
Trustee shall, for the benefit of Holders of the Securities, enforce its rights
as holder of the Debentures subject to the rights of the Holders pursuant to the
terms of such Securities.

          (h)   The Property Trustee will act as initial paying agent and
registrar to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all securities and as such, shall comply
with Section 317(b) of the Trust Indenture Act. Any Paying Agent (as defined in
Section 7.04) may be removed by the Property Trustee at any time and a successor
Paying Agent or additional Paying Agents may be appointed at any time by the
Property Trustee.

          (i)   Subject to this Section 3.08, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the Regular Trustees
set forth in Section 3.06.

          The Property Trustee must exercise the powers set forth in this
Section 3.08 in a manner that is consistent with the purpose and functions of
the Trust set out in Section 3.03, and the Property Trustee shall not take any
action that is inconsistent with the purposes and functions of the Trust set out
in Section 3.03.

     SECTION 3.09.     CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY
TRUSTEE. (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that any have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration and no implied covenants shall be read into this Declaration against
the Property Trustee. In case an Event of Default has occurred (that has not
been cured or waived pursuant to Section 2.06), the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

          (b)   No provision of this Declaration shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

                                       15

<PAGE>

                (i)    prior to the occurrence of an Event of Default and after
the curing or waiving of all such Events of Default that may have occurred;

                (ii)   (A) the duties and obligations of the Property Trustee
shall be determined solely by the express provisions of this Declaration and the
Property Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Declaration, and no
implied covenants or obligations shall be read into this Declaration against the
Property Trustee; and

                       (B) in the absence of bad faith on the part of the
Property Trustee, the Property Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Property Trustee and conforming to the
requirements of this Declaration; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Property Trustee, the Property Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this
Declaration;

                       (C) the Property Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer of the Property
Trustee, unless it shall be proved that the Property Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made;

                (iii)  the Property Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of not less than a Majority in liquidation amount
of the Securities relating to the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or exercising any
trust or power conferred upon the Property Trustee under this Declaration;

                (iv)   no provision of this Declaration shall require the
Property Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Declaration or adequate indemnity against
such risk or liability is not reasonably assured to it;

                (v)    the Property Trustee's sole duty with respect to the
custody, safe keeping and physical preservation of the Debentures and the
Property Trustee Account shall be to deal with such property in a similar manner
as the Property Trustee deals with similar property for its own account, subject
to the protections and limitations on liability afforded to the Property Trustee
under this Declaration and the Trust Indenture Act;

                (vi)   the Property Trustee shall have no duty or liability for
or with respect to the value, genuineness, existence or sufficiency of the
Debentures or the payment of any taxes or assessments levied thereon or in
connection therewith;

                (vii)  the Property Trustee shall not be liable for any interest
on any money received by it except as it may otherwise agree with the Sponsor.
Money held by the Property Trustee need not be segregated from other funds held
by it except in relation to the

                                       16

<PAGE>

Property Trustee Account maintained by the Property Trustee pursuant to Section
3.06(c)(i) and except to the extent otherwise required by law; and

               (viii)  the Property Trustee shall not be responsible for
monitoring the compliance by the Regular Trustees or the Sponsor with their
respective duties under this Declaration, nor shall the Property Trustee be
liable for the default or misconduct of the Regular Trustees or the Sponsor.

     SECTION 3.10.     CERTAIN RIGHTS OF PROPERTY TRUSTEE. (a) Subject to the
provisions of Section 3.09:

               (i)     the Property Trustee may rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed, sent or presented
by the proper party or parties;

               (ii)    any direction or act of the Sponsor or the Regular
Trustees contemplated by this Declaration shall be sufficiently evidenced by an
Officers' Certificate;

               (iii)   whenever in the administration of this Declaration, the
Property Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of
bad faith on its part, request and rely upon an Officers' Certificate which,
upon receipt of such request, shall be promptly delivered by the Sponsor or the
Regular Trustees;

               (iv)    the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or registration thereof;

               (v)     the Property Trustee may consult with counsel of its
choice or other experts and the advice or opinion of such counsel and experts
with respect to legal matters or advice within the scope of such experts' area
of expertise shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion. Such counsel may be counsel to the
Sponsor or any of its Affiliates, and may include any of its employees. The
Property Trustee shall have the right at any time to seek instructions
concerning the administration of this Declaration from any court of competent
jurisdiction;

               (vi)    the Property Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Declaration at the
request or direction of any Holder, unless such Holder shall have provided to
the Property Trustee adequate security and indemnity, which would satisfy a
reasonable person in the position of the Property Trustee, against the costs,
expenses (including its attorneys' fees and expenses) and liabilities that might
be incurred by it in complying with such request or direction, including such
reasonable advances as may be requested in writing by the Property Trustee
provided, that, nothing contained in this Section

                                       17

<PAGE>

3.10(a)(vi) shall be taken to relieve the Property Trustee, upon the occurrence
of an Event of Default, of its obligation to exercise the rights and powers
vested in it by this Declaration;

               (vii)   the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, security, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Property Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit;

               (viii)  the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Property Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;

               (ix)    any action taken by the Property Trustee or its agents
hereunder shall bind the Trust and the Holders of the Securities, and the
signature of the Property Trustee or its agents alone shall be sufficient and
effective to perform any such action and no third party shall be required to
inquire as to the authority of the Property Trustee to so act or as to its
compliance with any of the terms and provisions of this Declaration, both of
which shall be conclusively evidenced by the Property Trustee's or its agent's
taking such action;

               (x)     whenever in the administration of this Declaration the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request instructions from the Holders of the Securities which
instructions may only be given by the Holders of the same proportion in
liquidation amount of the Securities as would be entitled to direct the Property
Trustee under the terms of the Securities in respect of such remedy, right or
action, (ii) may refrain from enforcing such remedy, right or taking such other
action until such instructions are received, and (iii) shall be protected in
acting in accordance with such instructions;

               (xi)    except as otherwise expressly provided by this
Declaration, the Property Trustee shall not be under any obligation to take any
action that is discretionary under the provisions of this Declaration; and

               (xii)   the Property Trustee shall not be liable for any action
taken, suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Declaration.

          (b)  No provision of this Declaration shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

     SECTION 3.11.     DELAWARE TRUSTEE. Notwithstanding any other provision of
this Declaration other than Section 5.02, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the

                                       18

<PAGE>

Regular Trustees or the Property Trustee described in this Declaration. Except
as set forth in Section 5.02, the Delaware Trustee shall be a Trustee for the
sole and limited purpose of fulfilling the requirements to Section 3807 of the
Statutory Trust Act.

     SECTION 3.12.     EXECUTION OF DOCUMENTS. Unless otherwise determined by
the Regular Trustees, and except as otherwise required by the Statutory Trust
Act, any Regular Trustee is authorized to execute on behalf of the Trust any
documents that the Regular Trustees have the power and authority to execute
pursuant to Section 3.06; PROVIDED THAT, the Registration Statement referred to
in Section 3.06(b)(i), including any amendments thereto, shall be signed by all
of the Regular Trustees.

     SECTION 3.13.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained in this Declaration and the Securities shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration or the
Securities.

     SECTION 3.14.     DURATION OF TRUST. The Trust, unless terminated pursuant
to the provisions of Article VIII hereof, shall exist until ___________, 2057.

     SECTION 3.15.     MERGERS. (a) The Trust may not consolidate, amalgamate,
merge with or into, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to any corporation or other
entity or person, except as described in Section 3.15(b) and (c).

          (b)  The Trust may, with the consent of a majority of the Regular
Trustees and without the consent of the Holders of Securities or the Delaware
Trustee or the Property Trustee, consolidate, amalgamate, merge with or into or
be replaced by a trust organized as such under the laws of any State or the
District of Columbia; PROVIDED THAT:

               (i)     if the Trust in not the surviving entity, the entity (the
"Successor Entity") either:

                       (A)  expressly assumes all of the obligations of the
                       Trust under the Securities; or

                       (B)  substitutes for the Securities other securities
                       having substantially the same terms as the Preferred
                       Securities (the "Successor Securities") as long as the
                       Successor Securities rank, with respect to participation
                       in the profits and distributions or in the assets of the
                       Successor Entity at least as high as the Preferred
                       Securities rank with respect to participation in the
                       profits and dividends or in the assets of the Trust;

               (ii)    the Sponsor expressly acknowledges such Successor Entity
as the Holder of the Debentures;

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<PAGE>

               (iii)   the Preferred Securities or any Successor Securities are
listed, or any Successor Securities will be listed upon notification of
issuance, on any national securities exchange or with any other organization on
which the Preferred Securities are then listed or quoted;

               (iv)    such merger, consolidation, amalgamation or replacement
does not cause the Preferred Securities (including any Successor Securities) to
be downgraded by any nationally recognized statistical rating organization;

               (v)     such merger, consolidation, amalgamation or replacement
does not adversely affect the powers, preferences and other special rights of
the Holders of the Preferred Securities (including any Successor Securities) in
any material respect;

               (vi)    such Successor Entity has a purpose substantially
identical to that of the Trust;

               (vii)   prior to such merger, consolidation, amalgamation or
replacement, the Sponsor has received an opinion of a nationally recognized
independent counsel (reasonably acceptable to the Property Trustee) to the Trust
experienced in such matters to the effect that:

                       (A)  the Successor Entity will be treated as a grantor
                       trust for United States federal income tax purposes;

                       (B)  following such merger, consolidation, amalgamation
                       or replacement, neither the Sponsor nor the Successor
                       Entity will be required to register as an Investment
                       Company; and

                       (C)  such merger, consolidation, amalgamation or
                       replacement will not adversely affect the rights,
                       preferences and privileges of the Holders of the
                       Securities (including any Successor Securities) in any
                       material respect; and

               (viii)  the Sponsor provides a guarantee to the Holders of the
Successor Securities with respect to the Successor Entity having substantially
the same terms as the Preferred Securities Guarantee.

          (c)  Notwithstanding Section 3.15(b), the Trust shall not, except with
the consent of Holders of 100% in liquidation amount of the Common Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes.

                                       20

<PAGE>

                                  ARTICLE IV.

                                     SPONSOR

     SECTION 4.01.     SPONSOR'S PURCHASE OF COMMON SECURITIES. On the Closing
Date the Sponsor will purchase an amount of Common Securities issued by the
Trust such that the aggregate liquidation amount of such Common Securities
purchased by the Sponsor shall at such date equal at least 3% of the total
capital of the Trust.

     SECTION 4.02.     RESPONSIBILITIES OF THE SPONSOR. In connection with the
issuance and sale of the Preferred Securities, the Sponsor shall have the
exclusive right and responsibility to engage in the following activities:

          (a)  to prepare the Prospectus and to prepare for filing by the Trust
with the Commission the Registration Statement, including any amendments
thereto;

          (b)  to determine the states and foreign jurisdictions in which to
take appropriate action to qualify or register for sale all or part of the
Preferred Securities and to do any and all such acts, other than actions which
must be taken by the Trust, and advise the Trust of actions it must take, and
prepare for execution and filing any documents to be executed and filed by the
Trust, as the Sponsor deems necessary or advisable in order to comply with the
applicable law of any such States and foreign jurisdictions;

          (c)  to prepare for filing by the Trust an application to the New York
Stock Exchange or any other national stock exchange for listing or quotation of
the Preferred Securities;

          (d)  to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the Preferred
Securities under Section 12 of the Exchange Act, including any amendments
thereto; and

          (e)  to negotiate the terms of and to execute and deliver an
Underwriting Agreement and other related agreements providing for the sale of
the Preferred Securities.

     SECTION 4.03.     GUARANTEE OF PAYMENT OF TRUST OBLIGATIONS. (a) Subject to
the terms and conditions of this Section 4.03, the Holder of Common Securities
hereby irrevocably and unconditionally guarantees to each Person to whom the
Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the
full payment, when and as due, of any and all Obligations to such Beneficiaries.

          (b)  The agreement of the Sponsor in Section 4.03(a) is intended to be
for the benefit of, and to be enforceable by, all such Beneficiaries, whether or
not such Beneficiaries have received notice hereof.

          (c)  The agreement of the Sponsor set forth in Section 4.03(a) shall
terminate and be of no further force and effect upon the later of (a) the date
on which full payment has been made of all amounts payable to all Holders of all
the Preferred Securities (whether upon redemption, liquidation, exchange or
otherwise) and (b) the date on which there are no

                                       21

<PAGE>

Beneficiaries remaining; PROVIDED, HOWEVER, that such agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
Holder of Preferred Securities or any Beneficiary must restore payment of any
sums paid under the Preferred Securities, under any Obligation, under the
Preferred Securities Guarantee or under this Agreement for any reason
whatsoever. Such agreement is continuing, irrevocable, unconditional and
absolute.

                                   ARTICLE V.

                                    TRUSTEES

     SECTION 5.01.     NUMBER OF TRUSTEES. The number of Trustees shall
initially be four (4), and:

          (a)  at any time before the issuance of any Securities, the Sponsor
may, by written instrument, increase or decrease the number of Trustees; and

          (b)  after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities; PROVIDED THAT, if the Property Trustee does not also act
as Delaware Trustee, the number of Trustees shall be at least five (5).

     SECTION 5.02.     DELAWARE TRUSTEE. If required by the Statutory Trust Act,
one Trustee (the "Delaware Trustee") shall be an entity which has its principal
place of business in the State of Delaware, and otherwise meets the requirements
of applicable law; PROVIDED THAT, if the Property Trustee has its principal
place of business in the State of Delaware and otherwise meets the requirements
of applicable law, then the Property Trustee shall also be the Delaware Trustee
and Section 3.11 shall have no application.

     SECTION 5.03.     PROPERTY TRUSTEE; ELIGIBILITY. (a) There shall at all
times be one Trustee which shall act as Property Trustee which shall:

               (i)     not be an Affiliate of the Sponsor; and

               (ii)    be a corporation organized and doing business under the
laws of the Unites States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or Person permitted by the Commission to
act as an institutional trustee under the Trust Indenture Act, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000), and subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority. If such corporation publishes reports of conditions at least
annually, pursuant to law or to the requirements of the supervising or examining
authority referred to above, then for the purposes of this Section 5.03(a)(ii),
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.

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<PAGE>

          (b)  If at any time the Property Trustee shall cease to be eligible to
so act under Section 5.03(a), the Property Trustee shall immediately resign in
the manner and with the effect as set forth in Section 5.06(c).

          (c)  If the Property Trustee has or shall acquire any "conflicting
interests" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obliger referred to in Section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Section 320(b) of the Trust Indenture
Act.

          (d)  The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

     SECTION 5.04. QUALIFICATIONS OF REGULAR TRUSTEES AND DELAWARE TRUSTEE
GENERALLY. Each Regular Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

     SECTION 5.05. INITIAL TRUSTEES. The initial Regular Trustees shall be:

          [NAME]

          c/o Nationwide Financial Services, Inc.
          One Nationwide Plaza
          Columbus, Ohio 43215

          [NAME]

          c/o Nationwide Financial Services, Inc.
          One Nationwide Plaza
          Columbus, Ohio 43215

          [NAME]

          c/o Nationwide Financial Services, Inc.
          One Nationwide Plaza
          Columbus, Ohio 43215

          The initial Delaware Trustee shall be:

          WILMINGTON TRUST COMPANY
          Rodney Square North, 1100 N. Market Street
          Wilmington, Delaware 19890

          The initial Property Trustee shall be:

          WILMINGTON TRUST COMPANY
          Rodney Square North, 1100 N. Market Street
          Wilmington, Delaware 19890

                                       23

<PAGE>

     SECTION 5.06.     APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES. (a)
Subject to Section 5.06(b), Trustees may be appointed or removed without cause
at any time:

               (i)     until the issuance of any Securities, by written
instrument executed by the Sponsor; and

               (ii)    after the issuance of any Securities, by vote of the
Holders of a Majority in liquidation amount of the Common Securities voting as a
class at a meeting of the Holders of the Common Securities;

          PROVIDED, HOWEVER, that if an Event of Default shall have occurred and
be continuing, the Property Trustee may be removed only by the vote of Holders
of a majority in liquidation amount of the Preferred Securities voting as a
class at a meeting of Holders of Preferred Securities.

          (b)  The Trustee that acts as Property Trustee shall not be removed in
accordance with Section 5.06(a) until a successor Property Trustee (the
"Successor Property Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Property Trustee
and delivered to the Regular Trustees and the Sponsor.

          (c)  The Trustee that acts as Delaware Trustee shall not be removed in
accordance with Section 5.06(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.02 and 5.04 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustees
and delivered to the Regular Trustees and the Sponsor.

          (d)  A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which resignation shall take effect upon such
delivery or upon such later date as is specified therein; PROVIDED, HOWEVER,
that:

               (i)     No such resignation of the Trustee that acts as the
Property Trustee shall be effective:

                       (A)  until a Successor Property Trustee has been
                       appointed and has accepted such appointment by instrument
                       executed by such Successor Property Trustee and delivered
                       to the Trust, the Sponsor and the resigning Property
                       Trustee; or

                       (B)  until the assets of the Trust have been completely
                       liquidated and the proceeds thereof distributed to the
                       holders of the Securities; and

               (ii)    no such resignation of the Trustee that acts as the
Delaware Trustee shall be effective until a Successor Delaware Trustee has been
appointed and has

                                       24

<PAGE>

accepted such appointment by instrument executed by such Successor Delaware
Trustee and delivered to the Trust, the Sponsor and the resigning Delaware
Trustee.

          (e)  The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Property Trustee or Successor Delaware
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.06.

          (f)  If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.06 within 60 days after delivery to the Sponsor and the Trust of an instrument
of resignation or removal, the Property Trustee or Delaware Trustee resigning or
being removed, as applicable, may petition any court of competent jurisdiction
for appointment of a Successor Property Trustee or Successor Delaware Trustee.
Such court may thereupon, after prescribing such notice, if any, as it may deem
proper and prescribe, appoint a Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

          (g)  No Property Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

     SECTION 5.07.     VACANCIES AMONG TRUSTEES. If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 5.01, or if the number of Trustees is increased pursuant to Section
5.01, a vacancy shall occur. A resolution certifying the existence of such
vacancy by a majority of the Regular Trustees shall be conclusive evidence of
the existence of such vacancy. The vacancy shall be filled with a Trustee
appointed in accordance with Section 5.06.

     SECTION 5.08.     EFFECT OF VACANCIES. The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul the Trust. Whenever a
vacancy in the number of Regular Trustees shall occur, until such vacancy in
filled by the appointment of a Regular Trustee in accordance with Section 5.06,
the Regular Trustees in office, regardless of their number, shall have all the
powers granted to the Regular Trustees and shall discharge all the duties
imposed upon the Regular Trustees by this Declaration.

     SECTION 5.09.     MEETINGS. Meetings of the Regular Trustees shall be held
from time to time upon the call of any Regular Trustee. Regular meetings of the
Regular Trustees may be held at a time and place fixed by resolution of the
Regular Trustees. Notice of any in-person meetings of the Regular Trustees shall
be hand delivered or otherwise delivered in writing (including by facsimile,
with a hard copy by overnight courier) not less than 48 hours before such
meeting. Notice of any telephonic meetings of the Regular Trustees or any
committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 24
hours before a meeting. Notices shall contain a brief statement of the time,
place and anticipated purposes of the meeting. The presence (whether in person
or by telephone) of a Regular Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Regular Trustee attends a meeting for the
express purpose of

                                       25

<PAGE>

objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this
Declaration, any action of the Regular Trustees may be taken at a meeting by
vote of a majority of the Regular Trustees present (whether in person or by
telephone) and eligible to vote with respect to such matter, provided that a
Quorum is present, or without a meeting by the unanimous written consent of the
Regular Trustees.

     SECTION 5.10.     DELEGATION OF POWER. (a) Any Regular Trustee may, by
power of attorney consistent with applicable law, delegate to any other natural
person over the age of 21 his or her power for the purpose of executing any
documents contemplated in Section 3.06, including any registration statement or
amendment thereto filed with the Commission, or making any other governmental
filing; and

          (b)   the Regular Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Regular Trustees or otherwise as the Regular Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.

     SECTION 5.11.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Property Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Property Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Property Trustee or
the Delaware Trustee, as the case may be, hereunder provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                  ARTICLE VI.

                                 DISTRIBUTIONS.

     SECTION 6.01.     DISTRIBUTIONS. Holders shall receive Distributions (as
defined below) in accordance with the applicable terms of the relevant Holder's
Securities (set forth in Annex I and Exhibits A and B hereto and incorporated
herein by reference). Distributions shall be made on the Preferred Securities
and the Common Securities in accordance with the preferences set forth in their
respective terms. If and to the extent that the Sponsor makes a payment of
interest (including Compounded Interest (an defined in the Indenture)), premium
and principal on the Debentures held by the Property Trustee (the amount of any
such payment being a "Payment Amount"), the Property Trustee shall and is
directed, to the extent funds are available for that purpose, to make a
distribution (a "Distribution") of the Payment Amount to Holders.

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<PAGE>

                                  ARTICLE VII.

                             ISSUANCE OF SECURITIES

     SECTION 7.01.     GENERAL PROVISIONS REGARDING SECURITIES. (a) The Regular
Trustees shall on behalf of the Trust issue one class of Preferred Securities,
having such terms (the "Terms") as are set forth in Annex I and one class of
Common Securities, having such terms as are set forth in Annex I. The Trust
shall have no securities or other interests in the assets of the Trust other
than the Preferred Securities and the Common Securities. The Trust shall issue
no Securities in bearer form.

          (b)   The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

          (c)   Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable, subject to Section 10.01 with respect to the Common Securities.

          (d)   Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

     SECTION 7.02.     EXECUTION AND AUTHENTICATION. (a) The Securities shall be
signed on behalf of the Trust by one Regular Trustee. In case any Regular
Trustee of the Trust who shall have signed any of the Securities shall cease to
be such Regular Trustee before the Securities so signed shall be delivered by
the Trust, such Securities nevertheless may be delivered as though the person
who signed such Securities had not ceased to be such Regular Trustee; and any
Securities may be signed on behalf of the Trust by such persons who, at the
actual date of execution of such Security, shall be the Regular Trustees of the
Trust, although at the date of the execution and delivery of the Declaration any
such person was not such a Regular Trustee.

          (b)   One Regular Trustee shall sign the Preferred Securities for the
Trust by manual or facsimile signature. Unless otherwise determined by the
Trust, such signature shall, in the case of Common Securities, be a manual
signature.

          A Preferred Security shall not be valid until authenticated by the
manual signature of an authorized officer of the Property Trustee. The signature
shall be conclusive evidence that the Preferred Security has been authenticated
under this Declaration.

          Upon a written order of the Trust signed by one Regular Trustee, the
Property Trustee shall authenticate the Preferred Securities for original
issuance. The aggregate number of Preferred Securities outstanding at any time
shall not exceed the number set forth in the Terms in Annex I hereto except as
provided in Section 7.06.

          The Property Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate Preferred Securities. An authenticating agent may
authenticate Preferred

                                       27

<PAGE>

Securities whenever the Property Trustee may do so. Each reference in this
Declaration to authentication by the Property Trustee includes authentication by
such agent. An authenticating agent has the same rights as the Property Trustee
to deal with the Company or an Affiliate.

     SECTION 7.03.     BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; DEFINITIVE
PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES CERTIFICATE. (a) The
Preferred Securities, upon original issuance, will be issued in the form of a
typewritten Preferred Securities Certificate or Certificates representing
Book-Entry Preferred Securities Certificates ("Global Certificate"), to be
delivered to the Depositary by, or on behalf of, the Trust. Such Global
Certificate or Certificates shall initially be registered on the Securities
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Holder will receive a definitive Preferred Securities Certificate
representing such Holder's interest in such Preferred Securities, except as
provided in Section 7.03(b) below. Unless and until Definitive Preferred
Securities Certificates have been issued to Holders pursuant to Section 7.03(b):

               (i)     the provisions of this Section 7.03(a) shall be in full
force and effect;

               (ii)    the Securities Registrar, the Paying Agent and the
Trustees shall be entitled to deal with the Depositary for all purposes of this
Trust Agreement relating to the Book-Entry Preferred Securities Certificates
(including the payment of principal of and Distributions on the Book-Entry
Preferred Securities and the giving of instructions or directions to Holders of
Book-Entry Preferred Securities) and shall have no obligations to the Holders
thereof;

               (iii)   to the extent that the provisions of this Section 7.03(a)
conflict with any other provisions of this Trust Agreement, the provisions of
this Section 7.03(a) shall control; the rights of the Holders of the Book-Entry
Preferred Securities Certificates shall be exercised only through the Depositary
and shall be limited to those established by law and agreements between such
Holders and the Depositary and/or the Depositary Participants. Pursuant to the
Certificate Depositary Agreement, unless and until Definitive Preferred
Securities Certificates are issued pursuant to Section 7.03(b), the initial
Depositary will make book-entry transfers among the Depositary Participants and
receive and transmit payments on the Preferred Securities to such Depositary
Participants; and

               (iv)    whenever this Declaration requires or permits actions to
be taken based upon instructions or directions of Holders of Preferred
Securities Certificates evidencing a specified percentage of the aggregate
liquidation amount of the Securities, the Depositary shall be deemed to
represent such percentage only to the extent that it has received instructions
to such effect from Holders and/or Participants owning or representing,
respectively, such required percentage of the beneficial interest in the
applicable class of Preferred Securities Certificates and has delivered such
instructions to the Regular Trustees.

          (b)  If (i) the Sponsor advises the Trustees in writing that the
Depositary is no longer willing or able to properly discharge its
responsibilities with respect to the Preferred Securities Certificates, and the
Sponsor is unable to locate a qualified successor, (ii) the Sponsor at its
option advises the Trustees in writing that it elects to terminate the
book-entry system

                                       28

<PAGE>

through the Depositary or (iii) after the occurrence of an Event of Default,
Holders of Preferred Securities Certificates representing beneficial interests
aggregating at least a Majority in liquidation amount of the Securities advise
the Depositary in writing that the continuation of a book-entry system through
the Depositary is no longer in the best interest of the Holders of Preferred
Securities Certificates, then the Depositary shall notify all Holders of
Preferred Securities Certificates and the Trustees of the occurrence of any such
event and of the availability of the Definitive Preferred Securities
Certificates to Holders requesting the same. If the Depositary elects to
discontinue its services as securities depositary with respect to the Preferred
Securities, the Regular Trustees may, in their sole discretion, appoint a
successor Depositary with respect to such Preferred Securities. Upon surrender
to the Regular Trustees of the typewritten Global Certificate or Certificates by
the Depositary, accompanied by registration instructions, the Regular Trustees,
or any one of them, shall execute the Definitive Preferred Securities
Certificates in accordance with the instructions of the Depositary. Neither the
Securities Registrar or the Trustees shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Preferred
Securities Certificates, the Trustees shall recognize the Holders of the
Definitive Preferred Securities Certificates as Security Holders. The Definitive
Preferred Securities Certificates shall be printed, lithographed or engraved or
may be produced in any other manner as is reasonably acceptable to the Regular
Trustees, as evidenced by the execution thereof by the Regular Trustees or any
one of them.

          (c)  Common Securities Certificate. A single Common Securities
Certificate representing the Common Securities shall be issued to the Sponsor, a
specimen certificate being attached hereto as Exhibit B.

     SECTION 7.04.     REGISTRAR AND PAYING AGENT. The Trust shall maintain in
Wilmington, Delaware (i) an office or agency where Preferred Securities may be
presented for registration of transfer or for exchange ("Registrar"), and (ii)
an office or agency where Preferred Securities may be presented for payment
("Paying Agent"). The Registrar shall keep a register of the Preferred
Securities and of their transfer and exchange. The Trust may appoint the
Registrar and the Paying Agent and may appoint one or more co-registrars and one
or more additional paying agents in such other locations as it shall determine.
The term "Paying Agent" includes any additional paying agent. The Trust may
change any Paying Agent, Registrar or co-registrar without prior notice to any
Holder. The Trust shall notify the Property Trustee of the name and address of
any Agent not a party to this Declaration. If the Trust fails to appoint or
maintain another entity as Registrar or Paying Agent, the Property Trustee shall
act as such. The Trust or any of its Affiliates may act as Paying Agent or
Registrar. The Trust shall act as Paying Agent, Registrar and co-registrar for
the Common Securities.

          The Trust initially appoints the Property Trustee as Registrar and
Paying Agent for the Preferred Securities.

     SECTION 7.05.     PAYING AGENT TO HOLD MONEY IN TRUST. The Trust shall
require each Paying Agent other than the Property Trustee to agree in writing
that the Paying Agent will hold in trust for the benefit of Holders or the
Property Trustee all money held by the Paying Agent for the payment of principal
or Distributions on Securities, and will notify the Property Trustee if there
are insufficient funds. While any such insufficiency continues, the

                                       29

<PAGE>

Property Trustee may require a Paying Agent to pay all money held by it to the
Property Trustee. The Trust at any time may require a Paying Agent to pay all
money held by it to the Property Trustee and to account for any money disbursed
by it. Upon payment over to the Property Trustee, the Paying Agent (if other
than the Trust or an Affiliate of the Trust) shall have no further liability for
the money. If the Trust or the Sponsor or an Affiliate of the Trust or the
Sponsor acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent.

     SECTION 7.06.     REPLACEMENT SECURITIES. If the Holder of a Security
claims that the Security has been mutilated, lost, destroyed or wrongfully take
nor if such Security is mutilated and is surrendered to the Trust or in the case
of the Preferred Securities to the Property Trustee, the Trust shall issue and
the Property Trustee shall authenticate a replacement Security if the Property
Trustee's and the Trust's reasonable requirements, as the case may be, are met.
If required by the Property Trustee or the Trust, such Holder shall provide an
indemnity bond sufficient in the judgment of the Property Trustee and the Trust
to protect the Trustees, the Property Trustee, the Sponsor or any authenticating
agent from any loss which any of them may suffer if a Security is replaced. The
Company may charge for its expenses in replacing a Security.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Sponsor in its discretion may,
instead of issuing a new Security, pay such Security.

     SECTION 7.07.     OUTSTANDING PREFERRED SECURITIES. The Preferred
Securities outstanding at any time are all the Preferred Securities
authenticated by the Property Trustee except for those canceled by it, those
delivered to it for cancellation, and those described in this Section as not
outstanding.

          If a Preferred Security is replaced, paid or purchased pursuant to
Section 7.06 hereof, it ceases to be outstanding unless the Property Trustee
receives proof satisfactory to it that the replaced, paid or purchased Preferred
Security is held by a bona fide purchaser.

          If Preferred Securities are considered paid in accordance with the
terms of this Declaration, they cease to be outstanding and interest on them
ceases to accrue.

          A Preferred Security does not cease to be outstanding because one of
the Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.

     SECTION 7.08. PREFERRED SECURITIES IN TREASURY. In determining whether the
Holders of the required amount of Securities have concurred in any direction,
waiver or consent, Preferred Securities owned by the Trust, the Sponsor or an
Affiliate of the Sponsor, as the case may be, shall be disregarded and deemed
not to be outstanding, except that for the purposes of determining whether the
Property Trustee shall be fully protected in relying on any such direction,
waiver or consent, only Securities which the Property Trustee knows are so owned
shall be so disregarded.

     SECTION 7.09. TEMPORARY SECURITIES. (a) Until definitive Securities are
ready for delivery, the Trust may prepare and, in the case of the Preferred
Securities, the

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<PAGE>

Property Trustee shall authenticate temporary Securities. Temporary Securities
shall be substantially in the form of definitive Securities but may have
variations that the Trust considers appropriate for temporary Securities.
Without unreasonable delay, the Trust shall prepare and, in the case of the
Preferred Securities, the Property Trustee shall authenticate definitive
Securities in exchange for temporary Securities.

          (b)  A Global Certificate deposited with the Depositary or with the
Property Trustee as custodian for the Depositary pursuant to Section 7.03 shall
be transferred to the beneficial owners thereof in the form of certificated
Preferred Securities only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Certificate or if
at any time such Depositary ceases to be a "clearing agency" registered under
the Exchange Act and a successor depositary is not appointed by the Sponsor
within 90 days of such notice, (ii) an Event of Default has occurred and is
continuing, or (iii) any of the events set forth in Section 7.03(b) occurs and
is continuing.

          (c)  Any Global Certificate that is transferable to the beneficial
owners thereof in the form of certificated Preferred Securities pursuant to this
Section 7.09 shall be surrendered by the Depositary to the Property Trustee's
office located in the Borough of Manhattan, City of New York, to be so
transferred, in whole or from time to time in part, without charge, and the
Property Trustee shall authenticate and deliver, upon such transfer of each
portion of such Global Certificate, an equal aggregate liquidation amount of
Securities of authorized denominations in the form of certificated Securities.
Any portion of a Global Certificate transferred pursuant to this Section shall
be any registered in such names as the Depositary shall direct.

          (d)  Subject to the provisions of Section 7.09(c) and 12.02(b)(ii),
the registered holder of a Global Certificate may grant proxies and otherwise
authorize any person, including Participants and persons that may hold interests
through Participants, to take any action which a holder is entitled to take
under this Declaration or the Securities.

          (e)  In the event of the occurrence of any of the events specified in
Section 7.09(b), the Trust will promptly make available to the Property Trustee
a reasonable supply of certificated Securities in definitive, fully registered
form without interest coupons.

     SECTION 7.10.     CANCELLATION. The Trust at any time may deliver Preferred
Securities to the Property Trustee for cancellation. The Registrar and Paying
Agent shall forward to the Property Trustee any Preferred Securities surrendered
to them for registration of transfer, redemption, exchange or payment. The
Property Trustee shall promptly cancel all Preferred Securities, surrendered for
registration of transfer, redemption, exchange, payment, replacement or
cancellation and shall dispose of cancelled Preferred Securities as the Trust
directs. The Trust may not issue new Preferred Securities to replace Preferred
Securities that it has paid or that have been delivered to the Property Trustee
for cancellation or that any holder has converted.

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                                 ARTICLE VIII.

                              TERMINATION OF TRUST

     SECTION 8.01.     TERMINATION OF TRUST. (a) The Trust shall terminate upon
the earliest to occur of the following:

               (i)     the bankruptcy of the Holder of the Common Securities or
the Sponsor;

               (ii)    the filing of a certificate of dissolution or its
equivalent with respect to the Holder of the Common Securities or the Sponsor;
the filing of a certificate of cancellation with respect to the Trust or the
revocation of the charter of the Holder of the Common Securities or the Sponsor
and the expiration of 90 days after the date of revocation without a
reinstatement thereof;

               (iii)   the entry of a decree of judicial dissolution of the
Holder of the Common Securities or the Sponsor;

               (iv)    the distribution, upon the terms and subject to the
conditions set forth in Annex I, of an aggregate principal amount of Debentures
with an aggregate principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the Distribution rate of, and
accrued and unpaid interest equal to accrued and unpaid Distributions on, the
Securities; provided, however, that such distribution is conditioned on the
receipt of an opinion of independent tax counsel experienced in such matters to
the effect that the Holders of the Securities will not recognize any gain or
loss for United States federal income tax purposes as a result of the
dissolution of the Trust and such distribution of Debentures;

               (v)     the redemption of the Securities upon the final maturity
of the Debentures and the amounts necessary for redemption thereof having been
paid to the Holders in accordance with the terms of the Securities;

               (vi)    the expiration of the term of the Trust as provided in
Section 3.14; and

               (vii)   the entry of an order for the dissolution of the Trust by
a court of competent jurisdiction.

          (b)  In addition to the termination events set forth in Section
8.01(a), the Trust may be voluntarily terminated by the Sponsor at any time,
upon payment of the amount of cash, or distribution of the Debentures, as set
forth in Annex I.

          (c)  As soon as is practicable after the occurrence of an event
referred to in Section 8.01(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

          (d)  The provisions of Section 3.09 and Article X shall survive the
termination of the Trust.

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                                  ARTICLE IX.

                                    EXCHANGE

     SECTION 9.01.  GENERAL. (a) Where Preferred Securities are presented to the
Registrar or a co-registrar with a request to register a transfer or to exchange
them for an equal number of Preferred Securities represented by different
certificates, the Registrar shall register the transfer or make the exchange if
its reasonable requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trust shall issue and the Property
Trustee shall authenticate Preferred Securities at the Registrar's request.

          (b)  Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

          (c)  Subject to this Article IX, the Sponsor and any Affiliate may
only transfer Common Securities to the Sponsor or an Affiliate of the Sponsor;
PROVIDED THAT, any such transfer is subject to the condition precedent that the
transferor obtain an opinion of counsel experienced in such matters that such
transfer would not cause more than an insubstantial risk that:

               (i)   the Trust would not be classified for United States federal
income tax purposes as a grantor trust; and

               (ii)  the Trust would be an Investment Company or the transferee
would become an Investment Company.

     SECTION 9.02.  DEEMED SECURITY HOLDERS. The Trustees may treat the Person
in whose name any Certificate shall be registered on the books and records of
the Trust as the sole holder of such Certificate and of the Securities
represented by such Certificate for purposes of receiving Distributions and for
all other purposes whatsoever and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such Certificate or in the
Securities represented by such Certificate on the part of any Person, whether or
not the Trust, the Property Trustee, the Registrar or a co-Registrar shall have
actual or other notice thereof.

                                   ARTICLE X.

                LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                               TRUSTEES OR OTHERS

     SECTION 10.01. LIABILITY. (a) Except as expressly set forth in this
Declaration, the Preferred Securities Guarantee and the terms of the Securities
the Sponsor shall not be:

               (i)  personally liable for the return of any portion of the
capital contributions (or any return thereon) of the Holders of the Securities
which shall be made solely from assets of the Trust; and

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<PAGE>

                    (ii) be required to pay to the Trust or to any Holder of
Securities any deficit upon dissolution of the Trust or otherwise.

               (b)  The Holder of the Common Securities shall be liable for all
of the debts and obligations of the Trust (other than with respect to the
Securities) to the extent not satisfied out of the Trust's assets.

               (c)  Pursuant to Section 3803(a) of the Statutory Trust Act, the
Holders of the Preferred Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

     SECTION 10.02. EXCULPATION. (a) No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Trust or any Covered
Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of the
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Indemnified Person by the
Declaration or by law, except that an Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Indemnified Person's
negligence or willful misconduct with respect to such acts or omissions.

               (b)  An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.

     SECTION 10.03. FIDUCIARY DUTY. (a) To the extent that, at law or in equity,
an Indemnified Person has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to any other Covered Person, an Indemnified
Person acting under this Declaration shall not be liable to the Trust or to any
other Covered Person for its good faith reliance on the provisions of this
Declaration. The provisions of this Declaration, to the extent that they
restrict the duties and liabilities of an Indemnified Person otherwise existing
at law or in equity (other than the duties imposed on the Property Trustee under
the Trust Indenture Act), are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person.

               (b)  Unless otherwise expressly provided herein:

                    (i)  whenever a conflict of interest exists or arises
between an Indemnified Person and any Covered Person; or

                    (ii) whenever this Declaration or any other agreement
contemplated herein or therein provides that an Indemnified Person shall act in
a manner that is, or provides terms that are, fair and reasonable to the Trust
or any Holder of Securities, the Indemnified Person shall resolve such conflict
of interest, take such action or provide such terms, considering

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<PAGE>

in each case the relative interest of each party (including its own interest) to
such conflict, agreement, transaction or situation and the benefits and burdens
relating to such interests, any customary or accepted industry practices, and
any applicable generally accepted accounting practices or principles. In the
absence of bad faith by the Indemnified Person, the resolution, action or term
so made, taken or provided by the Indemnified Person shall not constitute a
breach of this Declaration or any other agreement contemplated herein or of any
duty or obligation of the Indemnified Person at law or in equity or otherwise.

          (c)  Whenever in this Declaration an Indemnified Person is permitted
or required to make a decision

               (i)  in its "discretion" or under a grant of similar authority,
the Indemnified Person shall be entitled to consider such interests and factors
as it desires, including its own interests, and shall have no duty or obligation
to give any consideration to any interest of or factors affecting the Trust or
any other Person; or

               (ii) in its "good faith" or under another express standard, the
Indemnified Person shall act under such express standard and shall not be
subject to any other or different standard imposed by this Declaration or by
applicable law.

     SECTION 10.04. INDEMNIFICATION. (a) To the fullest extent permitted by
applicable law, the Sponsor shall indemnify and hold harmless each Indemnified
Person from and against any loss, damage, liability, tax, penalty, expense or
claim of any kind or nature whatsoever incurred by such Indemnified Person by
reason of the creation, operation or termination of the Trust or any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the Trust and in a manner such Indemnified Person reasonably believed to be
within the scope of authority conferred on such Indemnified Person by this
Declaration, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of negligence or willful misconduct with respect to such acts
or omissions.

          (b)  To the fullest extent permitted by applicable law, expenses
(including legal fees and expenses) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by the Sponsor prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt by the Sponsor of an undertaking
by or on behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified as
authorized in Section 10.04(a). The indemnification shall survive the
termination of this Declaration.

     SECTION 10.05. OUTSIDE BUSINESSES. Any Covered Person, the Sponsor, the
Delaware Trustee and the Property Trustee may engage in or possess an interest
in other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Securities shall have no rights by virtue of this Declaration in
and to such independent ventures or the income or profits derived therefrom and
the pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor,
the Delaware Trustee, or the Property Trustee shall be obligated to present any
particular investment or other opportunity to

                                       35

<PAGE>

the Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the
Delaware Trustee and the Property Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Covered Person,
the Delaware Trustee and the Property Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the Sponsor,
or may act as depositary for, trustee or agent for, or act on any committee or
body of holders of, securities or other obligations of the Sponsor or its
Affiliates.

                                   ARTICLE XI.

                                   ACCOUNTING

     SECTION 11.01. FISCAL YEAR. The fiscal year ("Fiscal Year") of the Trust
shall be the calendar year, or such other year as is required by the Code.

     SECTION 11.02. CERTAIN ACCOUNTING MATTERS. (a) At all times during the
existence of the Trust, the Regular Trustees shall keep, or cause to be kept,
full books of account, records and supporting documents, which shall reflect in
reasonable detail, each transaction of the Trust. The books of account shall be
maintained on the accrual method of accounting, in accordance with generally
accepted accounting principles, consistently applied. The Trust shall use the
accrual method of accounting for United States federal income tax purposes. The
books of account and the records of the Trust shall be examined by and reported
upon as of the end of each Fiscal Year by a firm of independent certified public
accountants selected by the Regular Trustees.

          (b)  The Regular Trustees shall cause to be prepared and delivered to
each of the Holders of Securities, within 90 days after the end of each Fiscal
Year of the Trust, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss;

          (c)  The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any annual United States federal
income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Regular Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.

          (d)  The Regular Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, an annual United States federal income
tax return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Regular Trustees on behalf of the Trust with any state or local taxing
authority.

     SECTION 11.03. BANKING. The Trust shall maintain one or more bank accounts
in the name and for the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Debentures held by the Property Trustee
shall be made directly to the Property

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<PAGE>

Trustee Account and no other funds of the Trust shall be deposited in the
Property Trustee Account. The sole signatories for such accounts shall be
designated by the Regular Trustees; provided, however, that the Property Trustee
shall designate the signatories for the Property Trustee Account.

     SECTION 11.04. WITHHOLDING. The Trust and the Regular Trustees shall comply
with all withholding requirements under United States federal, state and local
law. The Trust shall request, and the Holders shall provide to the Trust, such
forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations and forms as
shall reasonably be requested by the Trust to assist it in determining the
extent of, and in fulfilling, its withholding obligations. The Regular Trustees
shall file required forms with the applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Holder, the amount
withheld shall be deemed to be a distribution in the amount of the withholding
to the Holder. In the event of any claimed over-withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                  ARTICLE XII.

                             AMENDMENTS AND MEETINGS

     SECTION 12.01. AMENDMENTS. (a) Except as otherwise provided in this
Declaration or by any applicable terms of the Securities, this Declaration may
only be amended by a written instrument approved and executed by:

               (i)   the Regular Trustees (or, if there are more than two
Regular Trustees a majority of the Regular Trustees);

               (ii)  if the amendment affects the rights, powers, duties,
obligations or immunities of the Property Trustee, the Property Trustee; and

               (iii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee, the Delaware Trustee;

          (b)  no amendment shall be made, and any such purported amendment
shall be void and ineffective:

               (i)  unless, in the case of any proposed amendment, the Property
Trustee shall have first received an Officers' Certificate from each of the
Trust and the Sponsor that such amendment is permitted by, and conforms to, the
terms of this Declaration (including the terms of the Securities);

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<PAGE>

              (ii)  unless, in the case of any proposed amendment which affects
the rights, powers, duties, obligations or immunities of the Property Trustee,
the Property Trustee shall have first received:

                    (A) an Officers' Certificate from each of the Trust and the
                    Sponsor that such amendment is permitted by, and conforms
                    to, the terms of this Declaration (including the terms of
                    the Securities); and

                    (B) an opinion of counsel (who may be counsel to the Sponsor
                    or the Trust) that such amendment is permitted by, and
                    conforms to, the terms of this Declaration (including the
                    terms of the Securities); and

              (iii) to the extent the result of such amendment would be to:

                    (A) cause the Trust to fail to continue to be classified for
                    purposes of United States federal income taxation as a
                    grantor trust;

                    (B) reduce or otherwise adversely affect the powers of the
                    Property Trustee in contravention of the Trust Indenture
                    Act; or

                    (C) cause the Trust to be deemed to be an Investment Company
                    required to be registered under the Investment Company Act;

          (c)  at such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only with
such additional requirements as may be set forth in the terms of such
Securities;

          (d)  This Section 12.01 shall not be amended without the consent of
all of the Holders of the Securities;

          (e)  Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities;

          (f)  the rights of the holders of the Common Securities under Article
V to increase or decrease the number of, and appoint and remove Trustees shall
not be amended without the consent of the Holders of a Majority in liquidation
amount of the Common Securities; and

          (g)  notwithstanding Section 12.01(c), this Declaration may be amended
without the consent of the Holders of the Securities to:

               (i)  cure any ambiguity;

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<PAGE>

               (ii)  correct or supplement any provision in this Declaration
that may be defective or inconsistent with any other provision of this
Declaration;

               (iii) add to the covenants, restrictions or obligations of the
Sponsor;

               (iv)  conform to any change in Rule 3a-5 under the Investment
Company Act or written change in interpretation or application of Rule 3a-5
under the Investment Company Act by any legislative body, court, government
agency or regulatory authority which amendment does not have a material adverse
effect on the rights, preferences or privileges of the Holders; and

               (v)   to modify, eliminate or add to any provisions to such
extent as shall be necessary to ensure that the Trust will be classified for
Federal income tax purposes as a grantor trust at all times that any Securities
are outstanding which amendment does not have an adverse effect on the rights,
preferences or privileges of the Holders.

     SECTION 12.02.  MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
CONSENT.

          (a)  Meetings of the Holders of any class of Securities may be called
at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Regular Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of at
least 10% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more requests in a
writing stating that the signing Holders of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Certificates held by the Holders of Securities exercising the right to call a
meeting and only those Securities represented by the Certificates so specified
shall be counted for purposes of determining whether the required percentage set
forth in the second sentence of this paragraph has been met.

          (b)  Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

               (i)  notice of any such meeting shall be given to all the Holders
of Securities having a right to vote thereat at least 7 days and not more than
60 days before the date of such meeting. Whenever a vote, consent or approval of
the Holders of Securities is permitted or required under this Declaration or the
rules of any stock exchange on which the Preferred Securities are listed or
admitted for trading, such vote, consent or approval may be given at a meeting
of the Holders of Securities. Any action that may be taken at a meeting of the
Holders of Securities may be taken without a meeting if a consent in writing
setting forth the action so taken is signed by the Holders of Securities owning
not less than the minimum aggregate liquidation amount of Securities that would
be necessary to authorize or take such action at a meeting at which all Holders
of Securities having a right to vote thereon were present and voting. Prompt
notice of the taking of action without a meeting shall be given to the Holders
of Securities

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<PAGE>

entitled to vote who have not consented in writing. The Regular Trustees may
specify that any written ballot submitted to the Security Holders for the
purpose of taking any action without a meeting shall be returned to the Trust
within the time specified by the Regular Trustees;

               (ii)  each Holder of a Security may authorize any Person to act
for it by proxy on all matters in which a Holder of Securities is entitled to
participate, including waiving notice of any meeting, or voting or participating
at a meeting. No proxy shall be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the Holder of Securities executing it. Except as
otherwise provided herein, all matters relating to the giving, voting or
validity of proxies shall be governed by the General Corporation Law of the
State of Delaware relating to proxies, and judicial interpretations thereunder,
as if the Trust were a Delaware corporation and the Holders of the Securities
were stockholders of a Delaware corporation;

               (iii) each meeting of the Holders of the Securities shall be
conducted by the Regular Trustees or by such other Person that the Regular
Trustees may designate; and

               (iv)  unless the Statutory Trust Act, this Declaration, the terms
of the Securities, the Trust Indenture Act or the listing rules of any stock
exchange on which the Preferred Securities are then listed or trading, provide
otherwise, the Regular Trustees, in their sole discretion, shall establish all
other provisions relating to meetings of Holders of Securities, including notice
of the time, place or purpose of any meeting at which any matter is to be voted
on by any Holders of Securities, waiver of any such notice, action by consent
without a meeting, the establishment of a record date, quorum requirements,
voting in person or by proxy or any other matter with respect to the exercise of
any such right to vote.

                                 ARTICLE XIII.

                REPRESENTATIONS OF DELAWARE AND PROPERTY TRUSTEE

     SECTION 13.01. REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE. The
Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration and at the Closing
Date, and each Successor Delaware Trustee represents and warrants to the Trust
and the Sponsor at the time of the Successor Property Trustee's acceptance of
its appointment as Delaware Trustee that:

          (a)  The Delaware Trustee is a banking corporation with trust powers,
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, with corporate power and authority to execute
and deliver, and to carry out and perform its obligations under the terms of,
the Declaration.

          (b)  The execution, delivery and performance by the Delaware Trustee
of this Declaration has been duly authorized by all necessary corporate action
on the part of the Delaware Trustee. This Declaration has been duly executed and
delivered by the Delaware Trustee, and constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights

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<PAGE>

generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

          (c) The execution, delivery and performance of this Declaration by the
Delaware Trustee does not conflict with or constitute a breach of the
certificate of incorporation or By-laws of the Delaware Trustee.

          (d) No consent, approval or authorization of, or registration with or
notice to, any state or Federal banking authority is required for the execution,
delivery or performance by the Delaware Trustee, of this Declaration.

          (e) The Delaware Trustee is an entity which has its principal place of
business in the State of Delaware.

          (f) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and this Declaration.

     SECTION 13.02.  REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE. The
Trustee that acts as initial Property Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration, and each Successor
Property Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee that:

          (a) The Property Trustee is a banking corporation with trust powers,
duly organized, validly existing and in good standing under the laws of its
state of organization, with trust power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of the Declaration;

          (b) The execution, delivery and performance by the Property Trustee of
the Declaration has been duly authorized by all necessary corporate action on
the part of the Property Trustee. The Declaration has been duly executed and
delivered by the Property Trustee, and it constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

          (c) The execution, delivery and performance of the Declaration by the
Property Trustee does not conflict with or constitute a breach of the Articles
of Organization or By-laws of the Property Trustee; and

          (d) No consent, approval or authorization of, or registration with or
notice to, any state or Federal banking authority is required for the execution,
delivery or performance by the Property Trustee, of the Declaration.

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<PAGE>

                                  ARTICLE XIV.

                                  MISCELLANEOUS

     SECTION 14.01.  NOTICES. All notices provided for in this Declaration shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

          (a)  if given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Holders of the Securities):

          c/o Nationwide Financial Services, Inc.
          One Nationwide Plaza
          Columbus, Ohio 43215
          Attention:  Chief Financial Officer

          (b)  if given to the Property Trustee, at the mailing address set
forth below (or such other address as the Property Trustee may give notice of to
the Holders of the Securities):

          Wilmington Trust Company
          Rodney Square North, 1100 N. Market Street
          Wilmington, Delaware 19890
          Attention:  Corporate Trust Administration

          (c)  if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice to the Trust):

          c/o Nationwide Financial Services, Inc.
          One Nationwide Plaza
          Columbus, Ohio 43215
          Attention:  Chief Financial Officer

          (d)  If given to the Delaware Trustee, at the mailing address set
forth below (or such other address as the Delaware Trustee may give notice to
the Trust):

          Wilmington Trust Company
          Rodney Square North, 1100 N. Market Street
          Wilmington, Delaware 19890
          Attention:  Corporate Trust Administration

          (e)  if given to any other Holder, at the address set forth on the
books and records of the Trust or the Registrar, as applicable.

          All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address

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<PAGE>

of which no notice was given, such notice or other document shall be deemed to
have been delivered on the date of such refusal or inability to deliver.

     SECTION 14.02.   GOVERNING LAW. This Declaration and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to principles of conflict of laws.

     SECTION 14.03.   INTENTION OF THE PARTIES. It is the intention of the
parties hereto that the Trust be classified for United States federal income tax
purposes as a grantor trust. The provisions of this Declaration shall be
interpreted to further this intention of the parties.

     SECTION 14.04.   HEADINGS. Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.

     SECTION 14.05.   SUCCESSORS AND ASSIGNS. Whenever in this Declaration any
of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Declaration by the Sponsor and the Trustee shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.

     SECTION 14.06.   PARTIAL ENFORCEABILITY. If any provision of this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration, or the application of
such provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

     SECTION 14.07.   COUNTERPARTS. This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the Trustees to one of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.

     IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                            As Trustee


                                            _________________________________


                                            As Trustee


                                            _________________________________

                                       43

<PAGE>

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

                                          By: _______________________________
                                              Name:
                                              Title:


                                          NATIONWIDE FINANCIAL SERVICES, INC.
                                          as Sponsor

                                          By: _______________________________
                                              Name:
                                              Title:

                                       44

<PAGE>

                                     ANNEX I

                                    TERMS OF
                          __% [PREFERRED] SECURITIES*
                              __% COMMON SECURITIES

          Pursuant to Section 7.01 of the Amended and Restated Declaration of
Trust, dated as of ________ __, 200_ (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the [Preferred] Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration or, if not defined in such
Declaration, as defined in the Prospectus) (as defined in the Declaration):

I.    DESIGNATION AND NUMBER.

      1.01.    [Preferred] Securities." [ ] [Preferred]Securities of the Trust
               with an aggregate liquidation amount with respect to the assets
               of the Trust of $ million Dollars ($ ), and a liquidation amount
               with respect to the assets of the Trust of $ per [Preferred]
               Security, are hereby designated for the purposes of
               identification only as "__% [Preferred] Securities (liquidation
               amount $ per [Preferred] Security)" (the "[Preferred]
               Securities"). The [Preferred] Security Certificates evidencing
               the [Preferred] Securities shall be substantially in the form
               attached hereto as EXHIBIT A, with such changes and additions
               thereto or deletions therefrom as may be required by ordinary
               usage, custom or practice or to conform to the rules of any stock
               exchange or other organization on which the [Preferred]
               Securities are listed.

      1.02.    "Common Securities." [number representing 3% assets] Common
               Securities of the Trust with an aggregate liquidation amount with
               respect to the assets of the Trust of _____________________
               Dollars ($_____________), and a liquidation amount with respect
               to the assets of Trust of $ per Common Security, are hereby
               designated for the purposes of identification only as "___%
               Common Securities (liquidation amount $ per Common Security)"
               (the "Common Securities"). The Common Securities Certificates
               evidencing the Common Securities shall be substantially in the
               form attached hereto as EXHIBIT B, with such changes and
               additional thereto or deletions therefrom as may be required by
               ordinary usage, custom or practice.

II.   DISTRIBUTIONS.

      2.01.    Distributions payable on each Security will be fixed at a rate
               per annum of __% (the "Coupon Rate") of the stated liquidation
               amount of $_______ per Security, such rate being the rate of
               interest payable on the Debentures to be held by the Property
               Trustee. Distributions in arrears will bear interest thereon
               compounded

______________________
* Designation to be determined by Regular Trustees.

                                       45

<PAGE>

               [quarterly][semi-annually] at the Coupon Rate (to the extent
               permitted by applicable law). The term "Distributions" as used
               herein includes such cash distributions and any such interest
               payable unless otherwise stated. A Distribution is payable only
               to the extent that payments are made in respect of the Debentures
               held by the Property Trustee and to the extent the Property
               Trustee has funds available therefor. The amount of Distributions
               payable for any period will be computed for any full
               [quarterly][semi-annual] Distribution period on the basis of a
               360-day year of twelve 30-day months, and for any period of less
               than a full calendar month the number of days elapsed in such
               month.

      2.02.    Distributions on the Securities will be cumulative, will accrue
               from the date of original issuance and will be payable
               [quarterly][semi-annually] in arrears, on the following dates,
               which dates correspond to the interest payment dates on the
               Debentures: __________________ and ________________ of each year,
               commencing on ___________, 200_, except as otherwise described
               below. So long as no Event of Default (or an event which would be
               an Event of Default with the giving of required notice or the
               passage of time) has occurred and is continuing, the Sponsor has
               the right under the Indenture to defer payments of interest by
               extending the interest payment period from time to time on the
               Debentures for a period not exceeding [20 consecutive
               quarters][10 consecutive semi-annual periods] (each an "Extension
               Period") and, as a consequence of such deferral, Distributions
               will also be deferred. Despite such deferral,
               [quarterly][semi-annual] Distributions will continue to accrue
               with interest thereon (to the extent permitted by applicable law)
               at the Coupon Rate compounded [quarterly][semi-annually] during
               any such Extension Period. Prior to the termination of any such
               Extension Period, the Sponsor may further extend such Extension
               Period so long as no Event of Default (or an event which would be
               an Event of Default with the giving of required notice or the
               passage of time) has occurred and is continuing; PROVIDED THAT
               such Extension Period together with all such previous and further
               extensions thereof may not exceed [20 consecutive quarters][10
               consecutive semi-annual periods] or extend beyond the maturity
               (whether at the stated maturity or by declaration of
               acceleration, call for redemption or otherwise) of the Debentures
               under the Indenture. Payments of accrued Distributions will be
               payable to Holders as they appear on the books and records of the
               Trust on the first record date after the end of the Extension
               Period. Upon the termination of any Extension Period and the
               payment of all amounts then due, the Sponsor may commence a new
               Extension Period, subject to the above requirements.

      2.03.    Distributions on the Securities will be payable to the Holders
               thereof as they appear on the books and records of the Trust on
               the relevant record dates. The relevant record dates shall be the
               first day of the month in which the relevant payment date falls,
               except as otherwise described in this Annex I to the Declaration.
               Subject to any applicable laws and regulations and the provisions
               of the Declaration, each such payment in respect to [Preferred]
               Securities being held in book-entry form through The Depository
               Trust Company (the "Depositary") will be made as described under
               the heading "Description of the [Preferred]

                                       46

<PAGE>

               Securities -- Book-Entry-Only Issuance --The Depository Trust
               Company" in the Prospectus. The relevant record dates for the
               Common Securities shall be the same record dates as for the
               [Preferred] Securities. Distributions payable on any Securities
               that are not punctually paid on any Distribution payment date, as
               a result of the Sponsor having failed to make payment under the
               Debentures, will cease to be payable to the Person in whose name
               such Securities are registered on the relevant record date, and
               such distributions on Securities will instead be payable to the
               Persons in whose name such Securities are registered on the
               special record date or other specified date determined in
               accordance with the Indenture. If any date on which Distributions
               are payable on the Securities is not a Business Day, then payment
               of the Distribution payable on such date will be made on the next
               succeeding day that is a Business Day (and without any interest
               or other payment in respect of any such delay) except that, if
               such Business Day is in the next succeeding calendar year, such
               payment shall be made on the immediately preceding Business Day
               in each case with the same force and effect as if made on such
               date.

      2.04.    In the event that there is any money or other property held by or
               for the Trust that is not accounted for hereunder, such property
               shall be distributed Pro Rata (as defined herein) among the
               Holders of the Securities.

III.  LIQUIDATION DISTRIBUTION UPON DISSOLUTION.

          In the event of any voluntary or involuntary dissolution, winding-up
or termination of the Trust (including without limitation pursuant to Section
8.01(b) of the Declaration), the Holders of the Securities on the date of the
dissolution, winding-up or termination, as the case may be, will be entitled to
receive out of the assets of the Trust available for distribution to Holders of
Securities after satisfaction of liabilities of creditors of the Trust as
provided by applicable law an amount equal to the aggregate of the stated
liquidation amount of $ per Security plus [any additional amount payable upon
redemption of the Debentures as a result of the Make-Whole Premium (defined in
the Indenture) and] accrued and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"), unless, in
connection with such dissolution, winding-up or termination, Debentures, shall
be distributed on a Pro Rata basis to the Holders of the Securities in exchange
for such Securities as provided in this Paragraph 3.

          If, upon any such dissolution, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by the Trust on the Securities shall be paid on a Pro Rata basis in accordance
with paragraph 8.

          If a termination of the Trust occurs as described in clause (i), (ii),
(iii), (vi) or (vii) of Section 8.01(a) of the Declaration, the Trust shall be
liquidated by the Regular Trustees as expeditiously as the Regular Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to each holder of the
[Preferred] Securities, Debentures with an aggregate principal amount equal to
the aggregate

                                       47

<PAGE>

stated liquidation amount of, with an interest rate identical to the Coupon Rate
of, and accrued and unpaid interest equal to accrued and unpaid Distributions
on, the [Preferred] Securities.

          In addition to the paragraph above, at any time the Sponsor has the
right to terminate the Trust and, after satisfaction of the liabilities of
creditors of the Trust as provided by applicable law, cause Debentures with an
aggregate principal amount of, with an interest rate identical to the Coupon
Rate of, and accrued and unpaid interest equal to accrued and unpaid
Distributions on, the outstanding Securities, to be distributed to the Holders
of the Securities in liquidation of the Trust.

          The distribution of Debentures upon any dissolution of the Trust is
conditioned upon the receipt by the Regular Trustees of an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that the holders of the securities will not recognize any gain or loss for
United States federal income tax purposes as a result of such dissolution of the
Trust and distribution of Debentures.

          After the date fixed for any distribution of Debentures (including
pursuant to a Tax Event as set forth in paragraph 4(c) below: (i) the Securities
will no longer be deemed to be outstanding, (ii) the Depositary or its nominee
(or any successor Depositary or its nominee), as record Holder of [Preferred]
Securities represented by global certificates, will receive a registered global
certificate or certificates representing the Debentures to be delivered upon
such distribution and (iii) any certificates representing Securities, except for
certificates representing [Preferred] Securities held by the Depositary or its
nominee (or any successor Depositary or its nominee), will be deemed to
represent Debentures with an aggregate principal amount equal to the aggregate
stated liquidation amount of, with an interest rate identical to the Coupon Rate
of, and accrued and unpaid interest equal to accrued and unpaid Distributions
on, such Securities until such certificates are presented to the Sponsor or its
agent for transfer or reissuance.

          If, in connection with any dissolution, winding-up or termination of
the Trust, Debentures are distributed to Holders of the Securities as provided
in this paragraph 3, the procedures set forth in paragraph 4(e) will be
applicable thereto.

IV.   REDEMPTION AND DISTRIBUTION.

      4.01.    Upon the repayment or payment of the Debentures in whole or in
               part, whether at maturity or upon redemption or otherwise, the
               proceeds from such repayment or redemption shall be
               simultaneously applied to redeem Securities having an aggregate
               liquidation amount equal to the aggregate principal amount of the
               Debentures so repaid or redeemed at the Redemption Price per
               Security of 100% of the liquidation amount of the Security to be
               redeemed, [plus the Make-Whole Premium (as defined in the
               Indenture), if any,] together with accrued and unpaid
               Distributions thereon through the date of the redemption, payable
               in cash. Holders will be given not less than 30 nor more than 60
               days' notice of such redemption.

      4.02.    If fewer than all the outstanding Securities are to be so
               redeemed, the Common Securities and the [Preferred] Securities
               will be redeemed Pro Rata and the

                                       48

<PAGE>

               [Preferred] Securities to be redeemed will be as described in
               Paragraph 4(e)(ii) below.

     4.03.     If, at any time, a Tax Event shall occur and be continuing, the
               Trust shall, except as set forth below, be dissolved and
               Debentures with an aggregate principal amount equal to the
               aggregate stated liquidation amount of, with an interest rate
               identical to the Coupon Rate of, and accrued and unpaid interest
               equal to accrued and unpaid distributions on, the Securities,
               will be distributed to the Holders of the Securities in
               liquidation of such Holders' interests in the Trust Pro Rata
               within 90 days following the occurrence of such Tax Event (the
               "90 Day Period"); PROVIDED, HOWEVER, that such dissolution and
               distribution shall be conditioned on (i) the Regular Trustees'
               receipt of an opinion of nationally recognized independent tax
               counsel experienced in such matters (a "No Recognition Opinion"),
               which opinion may rely on published revenue rulings of the
               Internal Revenue Service, to the effect that the Holders of the
               Securities will not recognize any gain or loss for United States
               federal income tax purposes as a result of such dissolution and
               distribution of Debentures and (ii) the Company being unable to
               avoid such Tax Event within the 90 Day Period by taking some
               ministerial action or pursuing some other reasonable measure that
               will have no adverse effect on the Trust, the Company or the
               Holders of the Trust Securities ("Ministerial Action").

               If after receipt of a Dissolution Tax Opinion (as defined below)
               by the Regular Trustees (i) the Company has received an opinion
               (a "Redemption Tax Opinion") of nationally recognized independent
               tax counsel experienced in such matters that, as a result of a
               Tax Event, there is more than an insubstantial risk that the
               Company would be precluded from deducting the interest on the
               Debentures for United States federal income tax purposes, even
               after the Debentures were distributed to the Holders of
               Securities in liquidation of such Holders' interests in the Trust
               or (ii) the Regular Trustees shall have been informed by such tax
               counsel that it cannot deliver a No Recognition Opinion to the
               Trust, the Company shall have the right, upon not less than 30
               nor more than 60 days' notice, to redeem the Debentures at 100%
               of the liquidation amount plus accrued and unpaid interest
               thereon to the date fixed for redemption, in whole or in part,
               for cash within 90 days following the occurrence of such Tax
               Event, and, following such redemption, Securities with an
               aggregate liquidation amount equal to the aggregate principal
               amount of the Debentures so redeemed shall be redeemed Pro Rata
               by the Trust at the Tax Event Redemption Price (as defined in the
               Indenture); PROVIDED, HOWEVER, that (i) no Make-Whole Premium (as
               defined in the Indenture) shall be payable in connection with a
               redemption of Debentures upon the occurrence of a Tax Event and
               (ii) if at the time there is available to the Company or the
               Trust the opportunity to eliminate, within the 90 Day Period, the
               Tax Event by taking some Ministerial Action, the Company or the
               Trust will pursue such measure in lieu of redemption.

               "Tax Event" means that the Regular Trustees shall have obtained
               an opinion of nationally recognized independent tax counsel
               (reasonably acceptable to the

                                       49

<PAGE>

               Regular Trustees) experienced in such matters (a "Dissolution Tax
               Opinion") to the effect that, as a result of (a) any amendment
               to, or change (including any announced prospective change;
               PROVIDED that a Tax Event shall not occur more than 90 days
               before the effective date of any such prospective change) in, the
               laws (or any regulations thereunder) of the United States or any
               political subdivision or taxing authority thereof or therein or
               (b) any official administrative pronouncement or judicial
               decision interpreting or applying such laws or regulations by any
               legislative body, court, governmental agency or regulatory
               authority (including the enactment of any legislation and the
               publication of any judicial decision or regulatory determination
               on or after the date of original issuance of the [Preferred]
               Securities), which amendment or change is effective or which
               pronouncement or decision is announced on or after the date of
               original issuance of the [Preferred] Securities, there is more
               than an insubstantial risk that (i) the Trust is or will be
               subject to United States Federal income tax with respect to
               interest received on the Debentures, (ii) interest payable in
               cash to the Trust on the Debentures is not, or will not be,
               deductible, in whole or in part, by the Company for United States
               Federal income tax purposes or (iii) the Trust is or will be
               subject to more than a de minimis amount of other taxes, duties,
               assessments or other governmental charges.

     4.04.     The Securities will not be redeemed unless all accrued and unpaid
               Distributions have been paid on all Securities for all
               [quarterly][semi-annual] Distribution periods terminating on or
               before the date of redemption.

     4.05.     (a)  Notice of any redemption of, or notice of distribution of
                    Debentures in exchange for the Securities (a
                    "Redemption/Distribution Notice") will be given by the Trust
                    by mail to each Holder of Securities to be redeemed or
                    exchanged not fewer than 30 nor more than 60 days before the
                    date fixed for redemption or exchange thereof which, in the
                    case of a redemption, will be the date fixed for redemption
                    of the Debentures. For purposes of the calculation of the
                    date of redemption or exchange and the dates on which
                    notices are given pursuant to this paragraph 4(e)(i), a
                    Redemption/Distribution Notice shall be deemed to be given
                    on the day such notice is first mailed by first-class mail,
                    postage prepaid, to Holders of Securities. Each
                    Redemption/Distribution Notice shall be addressed to the
                    Holders of Securities at the address of each such Holder
                    appearing in the books and records of the Trust. No defect
                    in the Redemption/Distribution Notice or in the mailing of
                    either thereof with respect to any Holder shall affect the
                    validity of the redemption or exchange proceedings with
                    respect to any other Holder.

               (b)  In the event that fewer than all the outstanding Securities
                    are to be redeemed, the Securities to be redeemed shall be
                    redeemed Pro Rata from each Holder of [Preferred]
                    Securities, it being understood that, in respect of
                    [Preferred] Securities registered in the name of and held of
                    record by the Depositary (or any successor Depositary) or
                    any nominee, the distribution of the proceeds of such
                    redemption will be made to each

                                       50

<PAGE>

               Depositary Participant (or Person on whose behalf such nominee
               holds such securities) in accordance with the procedures applied
               by such agency or nominee.

          (c)  If Securities are to be redeemed and the Trust gives a
               Redemption/Distribution Notice, which notice may only be issued
               if the Debentures are redeemed as set out in this paragraph 4
               (which notice will be irrevocable), then (A) with respect to
               [Preferred] Securities held in book-entry form, by 12:00 noon,
               New York City time, on the redemption date, provided that the
               Sponsor has paid the Property Trustee a sufficient amount of cash
               in connection with the related redemption or maturity of the
               Debentures, the Property Trustee will deposit irrevocably with
               the Depositary (or successor Depositary) funds sufficient to pay
               the amount payable on redemption with respect to such [Preferred]
               Securities and will give the Depositary irrevocable instructions
               and authority to pay the amount payable on redemption to the
               Holders of such [Preferred] Securities, and (B) with respect to
               [Preferred] Securities issued in certificated form and Common
               Securities, provided that the Sponsor has paid the Property
               Trustee a sufficient amount of cash in connection with the
               related redemption or maturity of the Debentures, the Property
               Trustee will irrevocably deposit with the Paying Agent funds
               sufficient to pay the amount payable on redemption to the Holders
               of such Securities upon surrender of their certificates. If a
               Redemption/ Distribution Notice shall have been given and funds
               deposited as required, then on the date of such deposit, all
               rights of Holders of such Securities so called for redemption
               will cease, except the right of the Holders of such Securities to
               receive the redemption price, but without interest on such
               redemption price. Neither the Regular Trustees nor the Trust
               shall be required to register or cause to be registered the
               transfer of any Securities that have been so called for
               redemption. If any date fixed for redemption of Securities is not
               a Business Day, then payment of the amount payable on such date
               will be made on the next succeeding day that is a Business Day
               (without any interest or other payment in respect of any such
               delay) except that, if such Business Day falls in the next
               calendar year, such payment will be made on the immediately
               preceding Business Day, in each case with the same force and
               effect as if made on such date fixed for redemption. If payment
               of the redemption price in respect of any Securities is
               improperly withheld or refused and not paid either by the Trust
               or by the Sponsor as guarantor pursuant to the [Preferred]
               Securities Guarantee, Distributions on such Securities will
               continue to accrue at the then applicable rate, from the original
               redemption date to the date of payment, in which case the actual
               payment date will be considered the date fixed for redemption for
               purposes of calculating the amount payable upon redemption (other
               than for purposes of calculating any premium).

          (d)  Redemption/Distribution Notices shall be sent by the Regular
               Trustees on behalf of the Trust to (A) in the case of [Preferred]
               Securities held in

                                       51

<PAGE>

                    book-entry form, the Depositary and, in the case of
                    Securities held in certificated form, the Holders of such
                    certificates and (B) in respect of the Common Securities,
                    the Holder thereof.

               (e)  Subject to the foregoing and applicable law (including,
                    without limitation, United States federal securities laws),
                    the Sponsor or any of its subsidiaries may at any time and
                    from time to time purchase outstanding [Preferred]
                    Securities by tender, in the open market or by private
                    agreement.

V.   VOTING RIGHTS - [PREFERRED] SECURITIES.

     5.01.     Except as provided in this Annex I, in the Statutory Trust Act
               and as otherwise required by law, the Declaration and the
               Indenture, the Holders of the [Preferred] Securities will have no
               voting rights.

     5.02.     The Holders of the [Preferred] Securities shall have the rights
               with respect to the enforcement of payment of principal, premium,
               if any, and interest on the Debentures as are set forth herein,
               in the Declaration or in the Indenture. Subject to the
               requirements set forth in this paragraph, the Holders of a
               majority in liquidation amount of the [Preferred] Securities,
               voting separately as a class may direct the time, method, and
               place of conducting any proceeding for any remedy available to
               the Property Trustee, or direct the exercise of any trust or
               power conferred upon the Property Trustee under the Declaration,
               including the right to direct the Property Trustee, as holder of
               the Debentures, to (i) direct the time, method, place of
               conducting any proceeding for any remedy available to the
               Debenture Trustee, or exercising any trust or power conferred on
               the Debenture Trustee with respect to the Debentures, (ii) waive
               any past default and its consequences that is waivable under
               Section 5.13 of the Indenture or otherwise, (iii) exercising any
               right to rescind or annul a declaration that the principal of all
               the Debentures shall be due and payable or (iv) consent to any
               amendment, modification or termination of the Indenture or the
               Debentures, where such consent shall be required; provided,
               however, that, where a consent under the Indenture would require
               the consent or act of the Holders of greater than a majority of
               the Holders in principal amount of Debentures affected thereby (a
               "Super Majority"), the Property Trustee may only give such
               consent or take such action at the direction of the Holders of at
               least the proportion in liquidation amount of the [Preferred]
               Securities which the relevant Super Majority represents of the
               aggregate principal amount of the Debentures outstanding. The
               Property Trustee shall not, and none of the other Trustees shall
               in any event, revoke any action previously authorized or approved
               by a vote of the Holders of the [Preferred] Securities, except by
               a subsequent vote of the Holders of the [Preferred] Securities.
               Other than with respect to directing the time, method and place
               of conducting any remedy available to the Property Trustee as set
               forth above, the Property Trustee shall not take any action in
               accordance with the directions of the Holders of the [Preferred]
               Securities under this paragraph unless the Property Trustee has
               obtained an opinion of tax counsel to the effect that, as a

                                       52

<PAGE>

               result of such action, the Trust will not fail to be classified
               as a grantor trust for United States federal income tax purposes.

               If the Property Trustee is the sole holder of the Debentures, any
               Holder of the [Preferred] Securities shall have the right, to the
               fullest extent permitted by applicable law, to institute suit on
               behalf of the Trust for the enforcement of the right to receive
               payment of the principal of and interest, and premium, if any, on
               the Debentures on or after the Stated Maturity (as defined in the
               Indenture) of such Debentures or, in the case of redemption, on
               the Redemption Date (as defined in the Indenture). In addition,
               the Holders of at least 25% in aggregate liquidation amount of
               [Preferred] Securities Outstanding shall be entitled, to the
               fullest extent permitted by applicable law, to institute any
               other proceeding in the event the Debenture Trustee or the
               Property Trustee fails to do so in accordance with the terms of
               the Indenture.

               If an Event of Default shall have occurred and be continuing, the
               Holders of a majority in liquidation amount of the [Preferred]
               Securities, voting as a class at a meeting of Holders of
               [Preferred] Securities, shall have the exclusive right to remove
               the Property Trustee.

               In addition to any other rights of the Holders provided herein or
               in the Declaration, if the Property Trustee fails to enforce its
               rights, as holder of the Debentures, under the Indenture, any
               Holder of [Preferred] Securities may, to the fullest extent
               permitted by applicable law, institute a legal proceeding
               directly against the Sponsor, to enforce the rights of the
               Property Trustee, as holder of the Debentures, under the
               Indenture, without first instituting any legal proceeding against
               the Property Trustee or any other Person. Any approval or
               direction of Holders of [Preferred] Securities may be given at a
               separate meeting of Holders of [Preferred] Securities convened
               for such purpose, at a meeting of all of the Holders of
               Securities in the Trust or pursuant to written consent. The
               Regular Trustees will cause a notice of any meeting at which
               Holders of [Preferred] Securities are entitled to vote, or of any
               matter upon which action by written consent of such Holders is to
               be taken, to be mailed to each Holder of record of [Preferred]
               Securities. Each such notice will include a statement setting
               forth the following information: (i) the date of such meeting or
               the date by which such action is to be taken, (ii) a description
               of any resolution proposed for adoption at such meeting on which
               such Holders are entitled to vote or of such matter upon which
               written consent is sought and (iii) instructions for the delivery
               of proxies or consents.

               No vote or consent of the Holders of the [Preferred] Securities
               will be required for the Trust to redeem and cancel [Preferred]
               Securities or to distribute the Debentures in accordance with the
               Declaration and the terms of the Securities. Notwithstanding that
               Holders of [Preferred] Securities are entitled to vote or consent
               under any of the circumstances described above, any of the
               [Preferred] Securities that are owned by the Sponsor or any
               Affiliate of the Sponsor shall not

                                       53

<PAGE>

               be entitled to vote or consent and shall, for purposes of such
               vote or consent, be treated as if they were not outstanding.

VI.  VOTING RIGHTS - COMMON SECURITIES.

     6.01.     Except as provided in this Annex I, in the Statutory Trust Act
               and as otherwise required by law and the Declaration, the Holders
               of the Common Securities will have no voting rights.

     6.02.     The Holders of the Common Securities are entitled, in accordance
               with Article V of the Declaration, to vote to appoint, remove or
               replace any Trustee.

     6.03.     Subject to Section 2.06 of the Declaration and only after the
               Event of Default with respect to the [Preferred] Securities has
               been cured, waived, or otherwise eliminated and subject to the
               requirements of the second to last sentence of this paragraph,
               the Holders of the Majority in liquidation amount of the Common
               Securities, voting separately as a class, may direct the time,
               method, and place of conducting any proceeding for any remedy
               available to the Property Trustee, or exercising any trust or
               power conferred upon the Property Trustee under the Declaration,
               including (i) directing the time, method, place of conducting any
               proceeding for any remedy available to the Debenture Trustee, or
               exercising any trust or power conferred on the Debenture Trustee
               with respect to the Debentures, (ii) waiving any past default and
               its consequences that is waivable under Section 5.13 of the
               Indenture, (iii) exercising any right to rescind or annul a
               declaration that the principal of all the Debentures shall be due
               and payable; or (iv) consenting to any amendment, modification or
               termination of the Indenture or the Debentures, where such
               consent shall be required; PROVIDED THAT, where a consent or
               action under the Indenture would require the consent or act of
               the Holders of greater than a majority in principal amount of
               Debentures affected thereby (a "Super Majority"), the Property
               Trustee may only give such consent or take such action at the
               direction of the Holders of at least the proportion in
               liquidation amount of the Common Securities which the relevant
               Super Majority represents of the aggregate principal amount of
               the Debentures outstanding. The Property Trustee shall not revoke
               any action previously authorized or approved by a vote of the
               Holders of the [Preferred] Securities, except by a subsequent
               vote of the Holders of the [Preferred] Securities. Other than
               with respect to directing the time, method and place of
               conducting any remedy available to the Property Trustee or the
               Debenture Trustee as set forth above, the Property Trustee shall
               not take any action in accordance with the directions of the
               Holders of the Common Securities under this paragraph unless the
               Property Trustee has obtained an opinion of tax counsel to the
               effect that, as a result of such action the Trust will not fail
               to be classified as a grantor trust for United States federal
               income tax purposes. If the Property Trustee fails to enforce its
               rights, as holder of the Debentures, under the Indenture, any
               Holder of Common Securities may, institute a legal proceeding
               directly against the Sponsor, to enforce the Property Trustee's
               rights, as holder of the Debentures, under the Indenture, without
               first instituting any legal proceeding against the Property
               Trustee or any other Person.

                                       54

<PAGE>

               Any approval or direction of Holders of Common Securities may be
               given at a separate meeting of Holders of Common Securities
               convened for such purpose, at a meeting of all of the Holders of
               Securities in the Trust or pursuant to written consent. The
               Regular Trustees will cause a notice of any meeting at which
               Holders of Common Securities are entitled to vote, or of any
               matter upon which action by written consent of such Holders is to
               be taken, to be mailed to each Holder of record of Common
               Securities. Each such notice will include a statement setting
               forth (i) the date of such meeting or the date by which such
               action is to be taken, (ii) a description of any resolution
               proposed for adoption at such meeting on which such Holders are
               entitled to vote or of such matter upon which written consent is
               sought and (iii) instructions for the delivery of proxies or
               consents.

               No vote or consent of the Holders of the Common Securities will
               be required for the Trust to redeem and cancel Common Securities
               or to distribute the Debentures in accordance with the
               Declaration and the terms of the Securities.

VII.  AMENDMENTS TO DECLARATION AND INDENTURE.

      7.01.    In addition to any requirements under Section 12.01 of the
               Declaration, if any proposed amendment to the Declaration
               provides for, or the Regular Trustees otherwise propose to
               effect, (i) any action that would adversely affect the powers,
               preferences or special rights of the Securities, whether by way
               of amendment to the Declaration or otherwise, or (ii) the
               dissolution, winding-up or termination of the Trust, other than
               as described in Section 8.01 of the Declaration, then the Holders
               of outstanding Securities as a class, will be entitled to vote on
               such amendment or proposal (but not on any other amendment or
               proposal) and such amendment or proposal shall not be effective
               except (a) with the approval of the Holders of at least 66-2/3%
               in liquidation amount of the Securities, voting together as a
               single class and (ii) upon receipt by the Regular Trustees of an
               opinion of counsel to the effect that such amendment or the
               exercise of any power granted to the Regular Trustees in
               accordance with such amendment will not affect the Trust's status
               as a grantor trust for United States federal income tax purposes
               or the Trust's exemption from the status of an "investment
               company" under the Investment Company Act; PROVIDED, HOWEVER, if
               any amendment or proposal referred to in clause (i) above would
               adversely affect only the [Preferred] Securities or only the
               Common Securities, then only the affected class will be entitled
               to vote on such amendment or proposal and such amendment or
               proposal shall not be effective except with the approval of
               66-2/3% in liquidation amount of such class of Securities.

      7.02.    In the event the consent of the Property Trustee as the holder of
               the Debentures is required under the Indenture with respect to
               any amendment, modification or termination of the Indenture or
               the Debentures, the Property Trustee shall request the direction
               of the Holders of the Securities with respect to such amendment,
               modification or termination and shall vote with respect to such
               amendment, modification or termination as directed by a Majority
               in liquidation amount of the Securities voting together as a
               single class; PROVIDED, HOWEVER, that where

                                       55

<PAGE>

          a consent under the Indenture would require the consent of the holders
          of more than a majority of the aggregate principal amount of the
          Debentures, the Property Trustee may only give such consent at the
          direction of the Holders of at least the same proportion in aggregate
          stated liquidation preference of the Securities; PROVIDED, HOWEVER,
          that the Property Trustee shall not take any action in accordance with
          the directions of the Holders of the Securities under this paragraph
          unless the Property Trustee has obtained an opinion of tax counsel to
          the effect that for the purposes of United States federal income tax
          the Trust will not be classified as other than a grantor trust on
          account of such action.

VIII.   PRO RATA.

          A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate liquidation amount of
all Securities outstanding unless, on any distribution date or redemption date
an Event of Default under the Declaration has occurred and is continuing, in
which case no payment of any distribution on, or amount payable upon redemption
of, any Common Security, and no other payment on account of the redemption,
liquidation or other acquisition of Common Securities, shall be made unless
payment in full in cash of all accumulated and unpaid Distributions on all
outstanding [Preferred] Securities for all Distribution periods terminating on
or prior thereto, or in the case of payment of the amount payable upon
redemption of the [Preferred] Securities, the full amount of such amount in
respect of all outstanding [Preferred] Securities shall have been made or
provided for, and all funds available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions on, or the amount
payable upon redemption of [Preferred] Securities then due and payable.

IX.     RANKING.

          The [Preferred] Securities rank PARI PASSU with, and payment thereon
shall be made Pro Rata with, the Common Securities except that, where an Event
of Default occurs and is continuing under the Indenture, the rights of Holders
of the Common Securities to payment in respect of Distributions and payments
upon liquidation, redemption and otherwise are subordinated to the rights to
payment of the Holders of the [Preferred] Securities.

X.      ACCEPTANCE OF [PREFERRED] SECURITIES GUARANTEE AND INDENTURE.

          Each Holder of [Preferred] Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the [Preferred] Securities
Guarantee, respectively, including the subordination provisions therein and to
the provisions of the Indenture, including the subordination provisions therein,
and which includes, among other things, provisions relating to certain rights of
the Holders of the [Preferred] Securities all as set forth therein.

XI.     NO PREEMPTIVE RIGHTS.

          The Holders of the Securities shall have no preemptive rights to
subscribe for any additional securities.

                                       56

<PAGE>

XII.   MISCELLANEOUS.

          These terms constitute a part of the Declaration.

          The Sponsor will provide a copy of the Declaration, the [Preferred]
Securities Guarantee, and the Indenture to a Holder without charge on written
request to the Sponsor at its principal place of business.

                                       57

<PAGE>

                                    EXHIBIT A

                     FORM OF PREFERRED SECURITY CERTIFICATE

     [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT - This
[Preferred] Security is a Global Certificate within the meaning the Declaration
hereinafter referred to and is registered in the name of the Depository Trust
Company (the "Depositary") or a nominee of the Depositary. This [Preferred]
Security is exchangeable for [Preferred] Securities registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this [Preferred]
Security (other than a transfer of this [Preferred] Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
limited circumstances.

     Unless this [Preferred] Security Certificate is presented by an authorized
representative of the Depositary to the Trust or its agent for registration of
transfer, exchange or payment, and any [Preferred] Security Certificate issued
is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein].

Certificate number          Number of [Preferred] Securities

                                                                       CUSIP NO.

                  Certificate Evidencing [Preferred] Securities

                                       of

                 NATIONWIDE FINANCIAL SERVICES CAPITAL TRUST IV

                           ___% [Preferred] Securities

                 (liquidation amount $ per [Preferred] Security)

     NATIONWIDE FINANCIAL SERVICES CAPITAL TRUST, a statutory trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that
_______________ (the "Holder") is the registered owner of preferred securities
of the Trust representing preferred undivided beneficial interests in the assets
of the Trust designated the Nationwide Financial Services Capital Trust IV ___%
[Preferred] Securities (liquidation amount $ per Security)(the "[Preferred]
Securities"). The [Preferred] Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the [Preferred] Securities represented hereby are in all respects
subject to the provisions of the Amended and Restated Declaration of

                                       58

<PAGE>

Trust of the Trust dated as of ___________, 200_, as the same may be amended
from time to time (the "Declaration"), including the designation of the terms of
the [Preferred] Securities as set forth in Annex I to the Declaration.
Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration. The Holder is entitled to the benefits of the Preferred
Securities Guarantee to the extent provided therein. The Sponsor will provide a
copy of the Declaration, the Preferred Security Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal place
of business.

     Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

     By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the [Preferred] Securities as
evidence of indirect beneficial ownership in the Debentures.

     IN WITNESS WHEREOF, the Trust has executed this certificate this ____ day
of _________, 200_.

                                         NATIONWIDE FINANCIAL SERVICES
                                         CAPITAL TRUST IV


                                         By: _______________________________
                                             Name:__________________________
                                             Title: Regular Trustee

                                         By: _______________________________
                                             Name: _________________________
                                             Title: Regular Trustee


                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the [Preferred] Securities referred to in the
within-mentioned Declaration.

                                         By: _______________________________
                                             Authorized Signatory

                                       59

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

     Distributions payable on each [Preferred] Security will be fixed at a rate
per annum of __% (the "Coupon Rate") of the stated liquidation amount of $ per
[Preferred] Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears will
bear interest thereon compounded [quarterly][semi-annually] at the Coupon Rate
(to the extent permitted by applicable law). The term "Distributions" as used
herein includes such cash distributions and any such interest payable unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Property Trustee and to the extent
the Property Trustee has funds available therefor. The amount of Distributions
payable for any period will be computed for any full [quarterly][semi-annual]
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period of less than a full calendar month the number of days elapsed in
such month.

     Distributions on the [Preferred] Securities will be cumulative, will accrue
from the date of original issuance and will be payable
[quarterly][semi-annually] in arrears, on the following dates, which dates
correspond to the interest payment dates on the Debentures: __________________
and ________________ of each year, commencing on ___________, 200_, except as
otherwise described below. So long as no Event of Default (or an event which
would be an Event of Default with the giving of required notice or the passage
of time) has occurred and is continuing, the Debenture Issuer has the right
under the Indenture to defer payments of interest by extending the interest
payment period from time to time on the Debentures for a period not exceeding
[20 consecutive quarters][10 consecutive semi-annual periods] (each an
"Extension Period") and, as a consequence of such deferral, Distributions will
also be deferred. Despite such deferral, [quarterly][semi-annual] Distributions
will continue to accrue with interest thereon (to the extent permitted by
applicable law) at the Coupon Rate compounded [quarterly][semi-annually] during
any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further extend such Extension Period so long as
no Event of Default (or an event which would be an Event of Default with the
giving of required notice or the passage of time) has occurred and is
continuing; PROVIDED THAT such Extension Period together with all such previous
and further extensions thereof may not exceed [20 consecutive quarters][10
consecutive semi-annual periods] or extend beyond the maturity (whether at the
stated maturity or by declaration of acceleration, call for redemption or
otherwise) of the Debentures under the Indenture. Payments of accrued
Distributions will be payable to Holders as they appear on the books and records
of the Trust on the first record date after the end of the Extension Period.
Upon the termination of any Extension Period and the payment of all amounts then
due, the Debenture Issuer may commence a new Extension Period, subject to the
above requirements.

     The [Preferred] Securities shall be redeemable as provided in the
Declaration.

                                       60

<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this [Preferred]
Security Certificate to:

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________


(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints

____________________________________________________________________________

____________________________________________________________________________


     ________________________________ agent to transfer this [Preferred]
Security Certificate on the books of the Trust. The agent may substitute another
to act for him or her.

Date:  _______________________________

Signature: ___________________________

(Sign exactly as your name appears on the other side of this [Preferred]
Security Certificate)

                                       61

<PAGE>

                                    EXHIBIT B

                       FORM OF COMMON SECURITY CERTIFICATE

Certificate Number                                   Number of Common Securities

                    Certificate Evidencing Common Securities

                                       of

                 NATIONWIDE FINANCIAL SERVICES CAPITAL TRUST IV

                             ___% Common Securities

               (liquidation amount $________ per Common Security)

     NATIONWIDE FINANCIAL SERVICES CAPITAL TRUST IV, a statutory trust formed
under the laws of the State of Delaware (the "Trust") hereby certifies that
______________________ (the "Holder") is the registered owner of common
securities of the Trust representing common undivided beneficial interests in
the assets of the Trust designated the ___% Common Securities (liquidation
amount $ per Common Security) (the "Common Securities"). The Common Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preference and other terms and provisions of the Common Securities represented
hereby are in all respects subject to the provisions of the Amended and Rested
Declaration of Trust of the Trust dated as of _____________ 200_, as the same
may be amended from time to time (the "Declaration"), including the designation
of the terms of the Common Securities as set forth in Annex I to the
Declaration. Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Sponsor will provide a copy of the
Declaration and the Indenture to a Holder without charge upon written request to
the Sponsor at its principal place of business.

     Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

     By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.

                                       62

<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this ____ day
of _______________, 200_.

                                         NATIONWIDE FINANCIAL SERVICES
                                         CAPITAL TRUST IV


                                         By: _______________________________
                                             Name: _________________________
                                             Title: Regular Trustee


                                         By: _______________________________
                                             Name: _________________________
                                             Title: Regular Trustee

                                       63

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Common Security will be fixed at a rate per
annum of __% (the "Coupon Rate") of the stated liquidation amount of $ per
Common Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. Distributions in arrears will bear interest
thereon compounded [quarterly][semi-annually] at the Coupon Rate (to the extent
permitted by applicable law). The term "Distributions" as used herein includes
such cash distributions and any such interest payable unless otherwise stated.

     A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Property Trustee and to the extent the
Property Trustee has funds available therefor. The amount of Distributions
payable for any period will be computed for any full [quarterly][semi-annual]
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period of less than a full calendar month the number of days elapsed in
such month.

     Distributions on the Common Securities will be cumulative, will accrue from
the date of original issuance and will be payable [quarterly][semi-annually] in
arrears, on the following dates, which dates correspond to the interest payment
dates on the Debentures: __________________ and ________________ of each year,
commencing on ___________, 200_, except as otherwise described below. So long as
no Event of Default (or an event which would be an Event of Default with the
giving of required notice or the passage of time) has occurred and is
continuing, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period from time to time
on the Debentures for a period not exceeding [20 consecutive quarters][10
consecutive semi-annual periods] (each an "Extension Period") and, as a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, [quarterly][semi-annual] Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded [quarterly][semi-annually] during any such Extension Period. Prior to
the termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period so long as no Event of Default (or an event which
would be an Event of Default with the giving of required notice or the passage
of time) has occurred and is continuing; PROVIDED THAT such Extension Period
together with all such previous and further extensions thereof may not exceed
[20 consecutive quarters][10 consecutive semi-annual periods] or extend beyond
the maturity (whether at the stated maturity or by declaration of acceleration,
call for redemption or otherwise) of the Debentures under the Indenture.
Payments of accrued Distributions will be payable to Holders as they appear on
the books and records of the Trust on the first record date after the end of the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the above requirements.

     The Common Securities shall be redeemable as provided in the Declaration.

                                       64

<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Common
Security Certificate to:

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

     (Insert assignee's social security or tax identification number)

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

     (Insert address and zip code of assignee)

and irrevocably appoints

____________________________________________________________________________

____________________________________________________________________________

     ________________________________ agent to transfer this Common Security
Certificate on the books of the Trust. The agent may substitute another to act
for him or her.

Date: _______________________

Signature: __________________

(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)

                                       65