<PAGE>
                                                                     EXHIBIT 4-9

                               ComEd FINANCING III

                          FORM OF AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                      among

                    COMMONWEALTH EDISON COMPANY, as Sponsor,

           WILMINGTON TRUST COMPANY, as Delaware and Property Trustee,

                                       and

           CHARLES S. WALLS, ROBERT E. BERDELLE AND J. BARRY MITCHELL,
                           as Administrative Trustees

                          Dated as of ________ __, ____
<PAGE>
                               ComEd FINANCING III

                                TABLE OF CONTENTS


<TABLE>
<S>        <C>                                                                                                    <C>
ARTICLE 1  Defined Terms.............................................................................................1

   Section 1.01  Definitions.........................................................................................1

ARTICLE 2  Establishment of the Trust................................................................................9

   Section 2.01  Name................................................................................................9
   Section 2.02  Offices of the Trustees; Principal Place of Business...............................................10
   Section 2.03  Initial Contribution of Trust Property; Organizational Expenses....................................10
   Section 2.04  Issuance of the Preferred Securities...............................................................10
   Section 2.05  Purchase of Junior Subordinated Notes; Issuance of the Common Securities...........................10
   Section 2.06  Amended and Restated Declaration of Trust..........................................................10
   Section 2.07  Authorization to Enter into Certain Transactions...................................................11
   Section 2.08  Assets of Trust....................................................................................14
   Section 2.09  Title to Trust Property............................................................................14
   Section 2.10  Mergers and Consolidations of the Trust............................................................15

ARTICLE 3  Payment Account..........................................................................................16

   Section 3.01  Payment Account....................................................................................16

ARTICLE 4  Distributions; Redemption................................................................................16

   Section 4.01  Distributions......................................................................................16
   Section 4.02  Redemption.........................................................................................17
   Section 4.03  Subordination of Common Securities.................................................................19
   Section 4.04  Payment Procedures.................................................................................20
   Section 4.05  Tax Returns and Reports............................................................................20

ARTICLE 5  Trust Securities Certificates............................................................................20

   Section 5.01  Initial Ownership..................................................................................20
   Section 5.02  The Trust Securities Certificates..................................................................20
   Section 5.03  Authentication of Trust Securities Certificates....................................................21
   Section 5.04  Registration of Transfer and Exchange of Preferred Securities Certificates.........................21
   Section 5.05  Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.................................22
   Section 5.06  Persons Deemed Securityholders.....................................................................22
   Section 5.07  Access to List of Securityholders' Names and Addresses.............................................22
   Section 5.08  Maintenance of Office or Agency....................................................................23
   Section 5.09  Appointment of Paying Agent........................................................................23
   Section 5.10  Ownership of Common Securities by Sponsor..........................................................23
   Section 5.11  Book-Entry Preferred Securities Certificates; Common Securities Certificate........................24
   Section 5.12  Notices to Clearing Agency.........................................................................24
   Section 5.13  Definitive Preferred Securities Certificates.......................................................25
   Section 5.14  Rights of Securityholders..........................................................................25
</TABLE>



                                       i
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)



<TABLE>
<S>        <C>                                                                                                    <C>
ARTICLE 6  Acts of Securityholders; Meetings; Voting................................................................25

   Section 6.01  Limitations on Voting Rights.......................................................................25
   Section 6.02  Notice of Meetings.................................................................................26
   Section 6.03  Meetings of Preferred Securityholders..............................................................27
   Section 6.04  Voting Rights......................................................................................27
   Section 6.05  Proxies, etc.......................................................................................27
   Section 6.06  Securityholder Action by Written Consent...........................................................27
   Section 6.07  Record Date for Voting and Other Purposes..........................................................28
   Section 6.08  Acts of Securityholders............................................................................28
   Section 6.09  Inspection of Records..............................................................................29

ARTICLE 7  Representations and Warranties of the Property Trustee and Delaware Trustee..............................29

   Section 7.01  Representations and Warranties of Property Trustee.................................................29
   Section 7.02  Representations and Warranties of Delaware Trustee.................................................29

ARTICLE 8  The Trustees.............................................................................................30

   Section 8.01  Certain Duties and Responsibilities................................................................30
   Section 8.02  Notice of Defaults.................................................................................32
   Section 8.03  Certain Rights of Property Trustee.................................................................32
   Section 8.04  Not Responsible for Recitals or Issuance of Securities.............................................34
   Section 8.05  May Hold Securities................................................................................34
   Section 8.06  Compensation; Fees; Indemnity......................................................................34
   Section 8.07  Trustees Required; Eligibility.....................................................................34
   Section 8.08  Conflicting Interests..............................................................................35
   Section 8.09  Co-Trustees and Separate Trustee...................................................................35
   Section 8.10  Resignation and Removal; Appointment of Successor..................................................36
   Section 8.11  Acceptance of Appointment by Successor.............................................................38
   Section 8.12  Merger, Conversion, Consolidation or Succession to Business........................................38
   Section 8.13  Preferential Collection of Claims Against Sponsor or Trust.........................................38
   Section 8.14  Reports by Property Trustee........................................................................39
   Section 8.15  Reports to the Property Trustee....................................................................39
   Section 8.16  Evidence of Compliance with Conditions Precedent...................................................39
   Section 8.17  Number of Trustees.................................................................................39
   Section 8.18  Delegation of Power................................................................................40
   Section 8.19  Enforcement of Rights of Property Trustee by Securityholders.......................................40

ARTICLE 9  Termination and Liquidation..............................................................................41

   Section 9.01  Termination Upon Expiration Date...................................................................41
   Section 9.02  Early Termination..................................................................................41
   Section 9.03  Termination........................................................................................41
   Section 9.04  Liquidation........................................................................................42
   Section 9.05  Bankruptcy.........................................................................................43

ARTICLE 10  Miscellaneous Provisions................................................................................43

   Section 10.01  Expense Agreement.................................................................................43
</TABLE>




                                       ii
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)


<TABLE>
<S>        <C>                                                                                                    <C>
   Section 10.02  Limitation of Rights of Securityholders...........................................................43
   Section 10.03  Amendment.........................................................................................43
   Section 10.04  Separability......................................................................................44
   Section 10.05  Governing Law.....................................................................................45
   Section 10.06  Successors........................................................................................45
   Section 10.07  Headings..........................................................................................45
   Section 10.08  Notice and Demand.................................................................................45
   Section 10.09  Agreement Not to Petition.........................................................................45
   Section 10.10  Conflict with Trust Indenture Act.................................................................46
   Section 10.11  Counterparts......................................................................................46
   Section 10.12  No Preemptive Rights..............................................................................46


EXHIBIT A......... Form of Common Securities Certificate
EXHIBIT B......... Form of Expense Agreement
EXHIBIT C......... Form of Preferred Securities Certificate
</TABLE>




































                                      iii
<PAGE>
                    AMENDED AND RESTATED DECLARATION OF TRUST

                  THIS AMENDED AND RESTATED DECLARATION OF TRUST is made as of
________ __, ____, by and among (i) Commonwealth Edison Company, an Illinois
corporation (the "Sponsor"), (ii) Wilmington Trust Company, a banking
corporation duly organized under the laws of Delaware, as Delaware trustee and
property trustee (the "Delaware Trustee" and the "Property Trustee" and, in its
separate corporate capacity and not in its capacity as Delaware Trustee, the
"Bank"), (iii) Robert E. Berdelle, an individual, J. Barry Mitchell, an
individual and Charles S. Walls, an individual, as administrative trustees (each
an "Administrative Trustee" and together the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees") and (iv) the several Holders, as hereinafter
defined.

                              W I T N E S S E T H:

                  WHEREAS, the Sponsor and the Delaware Trustee have heretofore
duly declared and established a statutory trust pursuant to the Delaware
Statutory Trust Act by the entering into that certain Declaration of Trust,
dated as of September 5, 2002 (the "Original Declaration of Trust"), and by the
execution and filing by the Delaware Trustee with the Secretary of State of the
State of Delaware of the Certificate of Trust, dated September 5, 2002 (the
"Certificate of Trust"); and

                  WHEREAS, the parties hereto desire to amend and restate the
Original Declaration of Trust in its entirety as set forth herein to provide
for, among other things, (i) the addition of the Bank, Robert E. Berdelle, J.
Barry Mitchell and Charles S. Walls as trustees of the Trust, (ii) the
acquisition by the Trust from the Sponsor of all of the right, title and
interest in the Junior Subordinated Notes, (iii) the issuance of the Common
Securities by the Trust to the Sponsor, and (iv) the issuance and sale of the
Preferred Securities by the Trust pursuant to the Underwriting Agreement.

                  NOW THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Securityholders, hereby amends and
restates the Original Declaration of Trust in its entirety and agrees as
follows:

                                    ARTICLE 1

                                  DEFINED TERMS

                  SECTION 1.01 DEFINITIONS. For all purposes of this Amended and
Restated Declaration of Trust, except as otherwise expressly provided or unless
the context otherwise requires:

                  (a) the terms defined in this Article 1 have the meanings
assigned to them in this Article 1 and include the plural as well as the
singular;
<PAGE>
                  (b) all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

                  (c) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Amended and Restated Declaration of Trust; and

                  (d) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Amended and Restated Declaration of Trust
as a whole and not to any particular Article, Section or other subdivision.

                  "Act" has the meaning specified in Section 6.08.

                  "Additional Amounts" has the meaning specified in Section
4.01(b).

                  "Administrative Trustee" means each of the individuals
identified as an "Administrative Trustee" in the preamble to this Amended and
Restated Declaration of Trust solely in their capacities as Administrative
Trustees of the Trust formed and continued hereunder and not in their individual
capacities, or such trustee's successor(s) in interest in such capacity, or any
successor "Administrative Trustee" appointed as herein provided.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                  "Amended and Restated Declaration of Trust" means this Amended
and Restated Declaration of Trust, as the same may be modified, amended or
supplemented in accordance with the applicable provisions hereof, including all
exhibits hereto, and including, for all purposes of this Amended and Restated
Declaration of Trust and any modification, amendment or supplement hereto, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this Amended and Restated Declaration of Trust and any such modification,
amendment or supplement, respectively.

                  "Bank" has the meaning specified in the preamble to this
Amended and Restated Declaration of Trust.

                  "Bankruptcy Event" means, with respect to any Person:

                  (i) the entry of a decree or order by a court having
         jurisdiction in the premises judging such Person a bankrupt or
         insolvent, or approving as properly filed a petition seeking
         reorganization, arrangement, adjudication or composition of or in
         respect of such Person under federal bankruptcy law or any other
         applicable federal or state law, or appointing a receiver, liquidator,
         assignee, trustee, sequestrator or other similar official of such
         Person or of any substantial part of its property, or ordering the
         winding up or

                                       2
<PAGE>
         liquidation of its affairs, and the continuance of such decree or order
         unstayed and in effect for a period of 60 consecutive days; or

                  (ii) the institution by such Person of proceedings to be
         adjudicated a bankrupt or insolvent, or the consent by it to the
         institution of bankruptcy or insolvency proceedings against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under federal bankruptcy law or any other applicable federal
         or state law, or the consent by it to the filing of such petition or to
         the appointment of a receiver, liquidator, assignee, trustee,
         sequestrator or similar official of such Person or of any substantial
         part of its property, or the making by it of an assignment for the
         benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due, or the taking
         of action by such Person in furtherance of any such action.

                  "Bankruptcy Laws" has the meaning specified in Section 10.09.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Sponsor to have been duly adopted
by the Sponsor's Board of Directors or a duly authorized committee thereof and
to be in full force and effect on the date of such certification, and delivered
to the Trustees.

                  "Book-Entry Preferred Securities Certificates" means
certificates representing Preferred Securities issued in global, fully
registered form to the Clearing Agency as described in Section 5.11.

                  "Business Day" means a day other than (i) a Saturday or a
Sunday, (ii) a day on which banks in New York, New York are authorized or
obligated by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office or the Indenture Trustee's principal corporate trust
office is closed for business.

                  "Certificate Depository Agreement" means the agreement among
the Trust, the Property Trustee and The Depository Trust Company, as the initial
Clearing Agency, dated _____________, relating to the Preferred Securities
Certificates, as the same may be amended and supplemented from time to time.

                  "Certificate of Trust" has the meaning specified in the
recitals to this Amended and Restated Declaration of Trust.

                  "Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act. The Depository
Trust Company will be the initial Clearing Agency.

                  "Clearing Agency Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

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





                                       3
<PAGE>
                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

                  "Common Security" means an undivided beneficial ownership
interest in the assets of the Trust having a Liquidation Amount of $25 and
having the rights provided therefor in this Amended and Restated Declaration of
Trust, including the right to receive Distributions and a Liquidation
Distribution as provided herein.

                  "Common Securities Certificate" means a certificate evidencing
ownership of a Common Security or Securities, substantially in the form attached
as Exhibit A.

                  "Corporate Trust Office" means the office of the Property
Trustee at which its corporate trust business shall be principally administered.

                  "Definitive Preferred Securities Certificates" means either or
both (as the context requires) of (i) Preferred Securities Certificates issued
in certificated, fully registered form as provided in Section 5.11(a) and (ii)
Preferred Securities Certificates issued in certificated, fully registered form
as provided in Section 5.13.

                  "Delaware 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.

                  "Delaware Trustee" means the commercial bank or trust company
or any other Person identified as the "Delaware Trustee" and has the meaning
specified in the preamble to this Amended and Restated Declaration of Trust
solely in its capacity as Delaware Trustee of the Trust formed and continued
hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor Delaware Trustee appointed as herein provided.

                  "Distribution Date" has the meaning specified in Section
4.01(a).

                  "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.01.

                  "Early Termination Event" has the meaning specified in Section
9.02.

                  "Event of Default" means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (i) the occurrence of an Indenture Event of Default; or

                  (ii) default by the Trust in the payment of any Distribution
         when it becomes due and payable, and continuation of such default for a
         period of 30 days; or




                                       4
<PAGE>
                  (iii) default by the Trust in the payment of any Redemption
         Price of any Trust Security when it becomes due and payable; or

                  (iv) default in the performance, or breach, of any covenant or
         warranty of the Trustees in this Amended and Restated Declaration of
         Trust (other than a covenant or warranty a default in whose performance
         or breach is dealt with in clause (ii) or (iii) above) and continuation
         of such default or breach for a period of 60 days after there has been
         given, by registered or certified mail, to the Trustees by the Holders
         of at least 10% in Liquidation Amount of the Outstanding Preferred
         Securities a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

                  (v) the occurrence of a Bankruptcy Event with respect to the
         Trust.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Expense Agreement" means the Agreement as to Expenses and
Liabilities between the Guarantor and the Trust, substantially in the form
attached as Exhibit B, as amended from time to time.

                  "Extension Period" has the meaning specified in Section
4.01(b).

                  "Guarantee" means the Preferred Securities Guarantee Agreement
executed and delivered by the Guarantor and Wilmington Trust Company, as
Guarantee Trustee, contemporaneously with the execution and delivery of this
Amended and Restated Declaration of Trust, for the benefit of the Holders of the
Preferred Securities, as amended from time to time.

                  "Guarantor" means the Sponsor, its successors and assigns.

                  "Indenture Event of Default" means an "Event of Default" as
defined in the Subordinated Indenture.

                  "Indenture Redemption Date" means a date on which Junior
Subordinated Notes are redeemed by the Sponsor pursuant to the Subordinated
Indenture, including the maturity date of the Junior Subordinated Notes.

                  "Indenture Trustee" means the trustee under the Subordinated
Indenture.

                  "Issue Date" means the date of the delivery of the Trust
Securities.

                  "Junior Subordinated Notes" means the $__________ aggregate
principal amount of the Sponsor's _______% Junior Subordinated Notes due
________________, issued pursuant to the Subordinated Indenture.

                  "Legal Action" has the meaning specified in Section
2.07(A)(iv).





                                       5
<PAGE>
                  "Lien" means any lien, pledge, charge, encumbrance, mortgage,
deed of trust, adverse ownership interest, hypothecation, assignment, security
interest or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever.

                  "Like Amount" means (i) Trust Securities having a Liquidation
Amount equal to the principal amount of Junior Subordinated Notes to be
contemporaneously redeemed in accordance with the Subordinated Indenture and the
proceeds of which will be used to pay the Redemption Price of such Trust
Securities and (ii) Junior Subordinated Notes having a principal amount equal to
the Liquidation Amount of the Trust Securities of the Holder to whom such Junior
Subordinated Notes are distributed.

                  "Liquidation Amount" means the stated amount of $25 per Trust
Security.

                  "Liquidation Date" means the date on which Junior Subordinated
Notes are to be distributed to Holders of Trust Securities in connection with a
dissolution and liquidation of the Trust pursuant to Section 9.04.

                  "Liquidation Distribution" has the meaning specified in
Section 9.05.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Sponsor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
8.16 shall be the principal executive, financial or accounting officer of the
Sponsor. An Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Amended and Restated Declaration of
Trust shall include:

                  (i) a statement that each officer signing the Officers'
         Certificate has read the covenant or condition and the definitions
         relating thereto;

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

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

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

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Trust, the Trustees, the Guarantor or the Sponsor, but
not an employee of the Trust or the Trustees, and who shall be reasonably
acceptable to the Property Trustee. Any Opinion of Counsel pertaining to federal
income tax matters may rely on published rulings of the Internal Revenue
Service.





                                       6
<PAGE>
                  "Original Declaration of Trust" has the meaning specified in
the recitals to this Amended and Restated Declaration of Trust.

                  "Outstanding", when used with respect to Preferred Securities,
means, as of the date of determination, all Preferred Securities theretofore
authenticated and delivered under this Amended and Restated Declaration of
Trust, except:

                  (i) Preferred Securities theretofore canceled by the
         Securities Registrar or delivered to the Securities Registrar for
         cancellation;

                  (ii) Preferred Securities for whose payment or redemption
         money in the necessary amount has been theretofore deposited with the
         Property Trustee or any Paying Agent for the Holders of such Preferred
         Securities; provided that if such Preferred Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Amended and Restated Declaration of Trust; and

                  (iii) Preferred Securities in exchange for or in lieu of which
         other Preferred Securities have been authenticated and delivered
         pursuant to this Amended and Restated Declaration of Trust;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Sponsor, the Holder of the Common Securities,
the Guarantor, any Administrative Trustee or any Affiliate of the Sponsor, the
Guarantor or any Administrative Trustee shall be disregarded and deemed not to
be Outstanding, except that (a) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Preferred Securities which such Trustee knows to
be so owned shall be so disregarded and (b) the foregoing shall not apply at any
time when all of the outstanding Preferred Securities are owned by the Sponsor,
the Holder of the Common Securities, the Guarantor, one or more Administrative
Trustees and/or any such Affiliate. Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and that the pledgee
is not the Sponsor, the Guarantor or any Affiliate of the Sponsor or the
Guarantor.

                  "Owner" means each Person who is the beneficial owner of a
Book-Entry Preferred Securities Certificate as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as
reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly, in accordance with the rules of such Clearing
Agency).

                  "Paying Agent" means any paying agent or co-paying agent
appointed pursuant to Section 5.09 and shall initially be the Property Trustee.

                  "Payment Account" means a segregated non-interest-bearing
corporate trust account maintained by the Property Trustee for the benefit of
the Securityholders in which all amounts paid in respect of the Junior
Subordinated Notes will be held and from which the Property Trustee shall make
payments to the Securityholders in accordance with Section 4.01.





                                       7
<PAGE>
                  "Person" means an individual, corporation, partnership, joint
venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

                  "Preferred Security" means an undivided beneficial ownership
interest in the assets of the Trust having a Liquidation Amount of $25 and
having rights provided therefor in this Amended and Restated Declaration of
Trust, including the right to receive Distributions and a Liquidation
Distribution as provided herein.

                  "Preferred Securities Certificate" means a certificate
evidencing ownership of a Preferred Security or Securities, substantially in the
form attached as Exhibit C.

                  "Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee" in the preamble to this Amended and
Restated Declaration of Trust solely in its capacity as Property Trustee of the
Trust formed and continued hereunder and not in its individual capacity, or its
successor in interest in such capacity, or any successor "Property Trustee" as
herein provided.

                  "Redemption Date" means, with respect to any Trust Security to
be redeemed, the date fixed for such redemption by or pursuant to this Amended
and Restated Declaration of Trust; provided that each Indenture Redemption Date
shall be a Redemption Date for a Like Amount of Trust Securities.

                  "Redemption Price" means, with respect to any date fixed for
redemption of any Trust Security, the Liquidation Amount of such Trust Security,
plus accrued and unpaid Distributions to such date.

                  "Relevant Trustee" has the meaning specified in Section 8.10.

                  "Responsible Officer" means, with respect to the Property
Trustee, any managing director, any vice president, any assistant vice
president, any assistant secretary, any assistant treasurer or any other officer
of the Corporate Trust and Agency Group of the 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 Act" means the Securities Act of 1933, as amended
from time to time, or any successor legislation.

                  "Securities Register" and "Securities Registrar" are described
in Section 5.04.

                  "Securityholder" or "Holder" means a Person in whose name a
Trust Security or Securities is registered in the Securities Register; any such
Person is a beneficial owner within the meaning of the Delaware Statutory Trust
Act.

                  "Sponsor" has the meaning specified in the preamble to this
Amended and Restated Declaration of Trust, and includes its successors and
assigns.





                                       8
<PAGE>
                  "Subordinated Indenture" means the Indenture, dated as of
September 1, 1995, between the Sponsor and the Indenture Trustee, as heretofore
supplemented and as supplemented by the Supplemental Indenture.

                  "Successor Securities" has the meaning specified in Section
2.10.

                  "Supplemental Indenture" means the Second Supplemental
Indenture, dated as of ____________________, by and among the Sponsor and the
Indenture Trustee.

                  "Trust" means the Delaware statutory trust continued hereby
and identified on the cover page to this Amended and Restated Declaration of
Trust.

                  "Trustees" means the Persons identified as "Trustees" in the
preamble to this Amended and Restated Declaration of Trust solely in their
capacities as Trustees of the Trust formed and continued hereunder and not in
their individual capacities, or their successor in interest in such capacity, or
any successor trustee appointed as herein provided.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

                  "Trust Property" means (i) the Junior Subordinated Notes, (ii)
any cash on deposit in, or owing to, the Payment Account, and (iii) 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 this
Amended and Restated Declaration of Trust.

                  "Trust Securities Certificate" means any one of the Common
Securities Certificates or the Preferred Securities Certificates.

                  "Trust Security" means any one of the Common Securities or the
Preferred Securities.

                  "Underwriting Agreement" means the Underwriting Agreement,
dated ____________, among the Sponsor, the Trust and the Underwriters named
therein.

                                    ARTICLE 2

                           ESTABLISHMENT OF THE TRUST

                  SECTION 2.01 NAME. The Trust continued hereby shall be known
as "ComEd Financing III", in which name the Trustees may conduct the business of
the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued. The Administrative Trustees may change the name of
the Trust from time to time following written notice to the Holders.





                                       9
<PAGE>
                  SECTION 2.02 OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF
BUSINESS. The address of the Property Trustee and the Delaware Trustee is
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: __________, or such other address as the
Property Trustee or Delaware Trustee may designate by written notice to the
Securityholders, the Sponsor and the Guarantor. The address of the
Administrative Trustees is c/o Commonwealth Edison Company, 10 S. Dearborn
Street, Chicago, IL 60603, Attention: Secretary. The principal place of business
of the Trust is c/o Commonwealth Edison Company, 10 S. Dearborn Street, Chicago,
IL 60603. The Sponsor may change the principal place of business of the Trust at
any time by giving notice thereof to the Trustees.

                  SECTION 2.03 INITIAL CONTRIBUTION OF TRUST PROPERTY;
ORGANIZATIONAL EXPENSES. The Delaware Trustee acknowledges receipt in trust from
the Sponsor in connection with the Original Declaration of Trust of the sum of
$10, which constituted the initial Trust Property. The Sponsor shall pay
organizational expenses of the Trust as they arise or shall, upon request of the
Trustees, promptly reimburse the Trustees for any such expenses paid by the
Trustees. The Sponsor shall make no claim upon the Trust Property for the
payment of such expenses.

                  SECTION 2.04 ISSUANCE OF THE PREFERRED SECURITIES.
Contemporaneously with the execution and delivery of this Amended and Restated
Declaration of Trust, the Administrative Trustees, on behalf of the Trust, shall
execute and deliver to the underwriters named in the Underwriting Agreement
Preferred Securities Certificates, registered in the name of the nominee of the
initial Clearing Agency, in an aggregate number of ____________ Preferred
Securities having an aggregate Liquidation Amount of $____________, against
receipt of the aggregate purchase price of such Preferred Securities of
$____________, which amount the Administrative Trustees shall promptly deliver
to the Property Trustee.

                  SECTION 2.05 PURCHASE OF JUNIOR SUBORDINATED NOTES; ISSUANCE
OF THE COMMON SECURITIES. Contemporaneously with the execution and delivery of
this Amended and Restated Declaration of Trust, the Administrative Trustees, on
behalf of the Trust, shall execute and deliver to the Sponsor Common Securities
Certificates, registered in the name of the Sponsor, in an aggregate number of
_________ Common Securities having an aggregate Liquidation Amount of
$_____________, against payment by the Sponsor of such amount. Contemporaneously
therewith, the Administrative Trustees, on behalf of the Trust, shall purchase
from the Sponsor Junior Subordinated Notes, registered in the name of the
Property Trustee, on behalf of the Trust and the Holders, and having an
aggregate principal amount equal to $_____________, and, in satisfaction of the
purchase price for such Junior Subordinated Notes, the Property Trustee, on
behalf of the Trust, shall deliver to the Sponsor the sum of $_____________.

                  SECTION 2.06 AMENDED AND RESTATED DECLARATION OF TRUST. The
exclusive purposes and functions of the Trust are (i) to issue and sell the
Trust Securities and use the proceeds from such sale to acquire the Junior
Subordinated Notes, and (ii) to engage in those activities necessary,
incidental, appropriate or convenient thereto. The Sponsor hereby appoints each
of the Bank, Robert E. Berdelle, J. Barry Mitchell and Charles S. Walls as
trustees of the Trust, to have all the rights, powers and duties to the extent
set forth herein. The Property Trustee hereby declares that it will hold the
Trust Property in trust upon and subject to the conditions set forth herein for
the benefit of the Trust and the Securityholders. The Trustees shall have all
rights, powers and duties



                                       10
<PAGE>
set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. 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 Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees for
the sole and limited purpose of fulfilling the requirements of the Delaware
Statutory Trust Act.

                  SECTION 2.07 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.
The Trustees shall conduct the affairs of the Trust in accordance with the terms
of this Amended and Restated Declaration of Trust. Subject to the limitations
set forth in paragraph C of this Section 2.07, and in accordance with the
following paragraphs A and B, the Trustees shall have the authority to enter
into all transactions and agreements determined by the Trustees to be
appropriate in exercising the authority, express (in the case of the Property
Trustee) or implied, otherwise granted to the Trustees under this Amended and
Restated Declaration of Trust, and to perform all acts in furtherance thereof,
including without limitation, the following:

         A. As among the Trustees, the Administrative Trustees, acting singly or
jointly, shall have the exclusive power, duty and authority to act on behalf of
the Trust with respect to the following matters:

         (i) to acquire the Junior Subordinated Notes with the proceeds of the
sale of the Trust Securities; provided, however, the Administrative Trustees
shall cause legal title to all of the Junior Subordinated Notes to be vested in,
and the Junior Subordinated Notes to be held of record in the name of, the
Property Trustee for the benefit of the Trust and Holders of the Trust
Securities;

         (ii) to give the Sponsor and the Property Trustee prompt written notice
of the occurrence of any Special Event (as defined in the Supplemental
Indenture) and to, at its option, take any ministerial actions in connection
therewith; provided, that the Administrative Trustees shall consult with the
Sponsor and the Property Trustee before taking any ministerial action in
relation to a Special Event;

         (iii) to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including for the
purposes of Section 316(c) of the Trust Indenture Act and with respect to
Distributions, voting rights, redemptions, and exchanges, and to issue relevant
notices to Holders of the Trust Securities as to such actions and applicable
record dates;

         (iv) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 2.07(B)(iii), the Property Trustee
has the power to bring such Legal Action;

         (v) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

         (vi) to cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;





                                       11
<PAGE>
         (vii) to give the certificate to the Property Trustee required by
Section 314(a)(4) of the Trust Indenture Act, which certificate may be executed
by any Administrative Trustee;

         (viii) to take all actions and perform such duties as may be required
of the Administrative Trustees pursuant to the terms of this Amended and
Restated Declaration of Trust;

         (ix) to take all action that may be necessary or appropriate for the
preservation and the continuation 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 Trust Securities or to
enable the Trust to effect the purposes for which the Trust has been created;

         (x) to take 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 Administrative Trustees, on behalf of
the Trust;

         (xi) to issue and sell the Trust Securities;

         (xii) to cause the Trust to enter into, and to execute, deliver and
perform on behalf of the Trust, the Underwriting Agreement providing for the
sale of the Preferred Securities, the Expense Agreement and the Certificate
Depository Agreement and such other agreements as may be necessary or desirable
in connection with the consummation of the transactions contemplated hereby and
thereby;

         (xiii) to assist in the registration of the Preferred Securities under
the Securities Act and under state securities or blue sky laws, and the
qualification of this Amended and Restated Declaration of Trust as a trust
indenture under the Trust Indenture Act;

         (xiv) to assist in the listing of the Preferred Securities upon such
securities exchange or exchanges, if any, as shall be determined by the Sponsor
and, if required, the registration of the Preferred Securities under the
Exchange Act, and the preparation, execution and filing of all periodic and
other reports and other documents pursuant to the foregoing;

         (xv) to send notices (other than notices of default) and other
information regarding the Trust Securities and the Junior Subordinated Notes to
the Securityholders in accordance with this Amended and Restated Declaration of
Trust;

         (xvi) to appoint a Paying Agent (subject to Section 5.09),
authenticating agent and Securities Registrar in accordance with this Amended
and Restated Declaration of Trust;

         (xvii) to assist in, to the extent provided in this Amended and
Restated Declaration of Trust, the winding up of the affairs of and termination
of the Trust and the preparation, execution and filing of the certificate of
cancellation with the Secretary of State of the State of Delaware; and

         (xviii) to take any action incidental to the foregoing as the
Administrative Trustees may from time to time determine is necessary,
appropriate, convenient or advisable to protect and



                                       12
<PAGE>
conserve the Trust Property for the benefit of the Securityholders (without
consideration of the effect of any such action on any particular
Securityholder).

         B. The Property Trustee shall:

         (i) engage in such ministerial activities as shall be necessary or
appropriate to effect the redemption of the Trust Securities to the extent the
Junior Subordinated Notes are redeemed or mature;

         (ii) upon notice of distribution issued by the Administrative Trustees
in accordance with the terms of this Amended and Restated Declaration of Trust,
engage in such ministerial activities as shall be necessary or appropriate to
effect the distribution pursuant to terms of this Amended and Restated
Declaration of Trust of Junior Subordinated Notes to Holders of Trust
Securities;

         (iii) subject to the terms hereof, take any Legal Action which arises
out of or in connection with an Event of Default of which a Responsible Officer
of the Property Trustee has actual knowledge or the Property Trustee's duties
and obligations under this Amended and Restated Declaration of Trust or the
Trust Indenture Act;

         (iv) take all actions and perform such duties as may be specifically
required of the Property Trustee pursuant to the terms of this Amended and
Restated Declaration of Trust; and

         (v) to the extent that it is designated as the Securities Registrar, to
register transfers of the Trust Securities in accordance with this Amended and
Restated Declaration of Trust;

         C. So long as this Amended and Restated Declaration of Trust remains in
effect, the Trust (or the Trustees acting on behalf of the Trust) shall not
undertake any business, activities or transaction except as expressly provided
herein or contemplated hereby. In particular, the Trustees shall not (i) acquire
any investments or engage in any activities not authorized by this Amended and
Restated Declaration of Trust, (ii) sell, assign, transfer, exchange, pledge,
set-off or otherwise dispose of any of the Trust Property or interests therein,
including to Securityholders, except as expressly provided herein, (iii) take
any action that would cause the Trust to fail or cease to qualify as a grantor
trust for United States federal income tax purposes, (iv) incur any indebtedness
for borrowed money, (v) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property, (vi) issue any securities
other than the Trust Securities, or (vii) have any power to, or agree to any
action by the Sponsor that would, vary the investment (within the meaning of
Treasury Regulation Section 301.7701-4(c)) of the Trust or of the
Securityholders. The Trustees shall defend all claims and demands of all Persons
at any time claiming any Lien on any of the Trust Property adverse to the
interest of the Trust or the Securityholders in their capacity as
Securityholders.

         D. In connection with the issue and sale of the Preferred Securities,
the Sponsor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Sponsor in furtherance of the following prior to the date of this
Amended and Restated Declaration of Trust are hereby ratified and confirmed in
all respects):



                                       13
<PAGE>
         (i) to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 under the Securities Act in relation to the
Preferred Securities, including any amendments thereto;

         (ii) to determine the states 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 or on behalf of
the Trust, and advise the Trustees of actions they must take on behalf of the
Trust, and prepare for execution and filing any documents to be executed and
filed by the Trust or on behalf of the Trust, as the Sponsor deems necessary or
advisable in order to comply with the applicable laws of any such States;

         (iii) to prepare for filing by the Trust an application to the New York
Stock Exchange or any other national stock exchange or the NASDAQ National
Market for listing upon notice of issuance of any Preferred Securities;

         (iv) 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(b) of the Exchange Act, including any amendments
thereto;

         (v) to negotiate the terms of the Underwriting Agreement providing for
the sale of the Preferred Securities; and

         (vi) any other actions necessary, incidental, appropriate or convenient
to carry out any of the foregoing activities.

         E. Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the Investment Company Act of 1940, as
amended, or taxed as other than a grantor trust for United States federal income
tax purposes and so that the Junior Subordinated Notes will be treated as
indebtedness of the Sponsor for United States federal income tax purposes. In
this connection, the Sponsor and the Administrative Trustees are authorized to
take any action, not inconsistent with applicable law, the Certificate of Trust
or this Amended and Restated Declaration of Trust, that each of the Sponsor and
the Administrative Trustees determines in its discretion to be necessary or
desirable for such purposes, as long as such action does not materially and
adversely affect the interests of the Holders of the Preferred Securities.

                  SECTION 2.08 ASSETS OF TRUST. The assets of the Trust shall
consist of the Trust Property.

                  SECTION 2.09 TITLE TO TRUST PROPERTY. Legal title to all Trust
Property shall be vested at all times in the Property Trustee (in its capacity
as such) and shall be held and administered by the Property Trustee for the
benefit of the Securityholders and the Trust in accordance with this Amended and
Restated Declaration of Trust. The right, title and interest of the Property
Trustee to the Junior Subordinated Notes shall vest automatically in each Person
who may thereafter be appointed as Property Trustee in accordance with the terms
hereof. Such vesting and




                                       14
<PAGE>
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.

                  SECTION 2.10 MERGERS AND CONSOLIDATIONS OF THE TRUST. 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 body, except as described below or otherwise
provided in this Amended and Restated Declaration of Trust. The Trust may at the
request of the Sponsor, with the consent of the Administrative Trustees and
without the consent of the Holders of the Trust Securities, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any state; provided, that (i) such successor entity either (x)
expressly assumes all of the obligations of the Trust with respect to the Trust
Securities or (y) substitutes for the Preferred Securities other securities
having substantially the same terms as the Trust Securities (herein referred to
as the "Successor Securities") so long as the Successor Securities rank the same
as the Trust Securities rank in priority with respect to Distributions and
payments upon liquidation, redemption and otherwise, (ii) the Sponsor expressly
appoints a trustee of such successor entity possessing the same powers and
duties as the Property Trustee as the holder of legal title to the Junior
Subordinated Notes, (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 other organization on which the
Preferred Securities are then listed, (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 rights, preferences and privileges of
the Holders of the Trust 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 and the Property Trustee have received
an Opinion of Counsel to the effect that (A) such merger, consolidation,
amalgamation or replacement does not adversely affect the rights, preferences
and privileges of the Holders of the Trust Securities (including any Successor
Securities) in any material respect, and (B) following such merger,
consolidation, amalgamation or replacement, neither the Trust nor such successor
entity will be required to register as an investment company under the
Investment Company Act of 1940, and (viii) the Sponsor guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust
shall not, except with the consent of Holders of 100% in Liquidation Amount of
the Trust 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 the successor
entity to be classified as other than a grantor trust for United States federal
income tax purposes.



                                       15
<PAGE>
                                    ARTICLE 3

                                 PAYMENT ACCOUNT

                  SECTION 3.01 PAYMENT ACCOUNT.

                  (a) On or prior to the Issue Date, the Property Trustee shall
establish the Payment Account. The Property Trustee (and if deemed necessary by
the Property Trustee, an agent of the Property Trustee) shall have exclusive
control and sole right of withdrawal with respect to the Payment Account for the
purpose of making deposits in and withdrawals from the Payment Account in
accordance with this Amended and Restated Declaration of Trust. All monies and
other property deposited or held from time to time in the Payment Account shall
be held by the Property Trustee in the Payment Account for the exclusive benefit
of the Securityholders and for distribution as herein provided, including (and
subject to) any priority of payments provided for herein.

                  (b) The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal or interest on, and any other
payments or proceeds with respect to, the Junior Subordinated Notes. Amounts
held in the Payment Account shall not be invested by the Property Trustee
pending distribution thereof.

                                    ARTICLE 4

                            DISTRIBUTIONS; REDEMPTION

                  SECTION 4.01      DISTRIBUTIONS.

                  (a) Distributions on the Trust Securities shall be cumulative
and accrue from the Issue Date and, except in the event that the Sponsor
exercises its right to extend the interest payment period for the Junior
Subordinated Notes pursuant to Section 4.1 of the Supplemental Indenture, shall
be payable quarterly in arrears on ________________, ________________,
________________ and ________________ of each year, commencing on
________________. If any date on which Distributions are otherwise payable on
the Trust Securities is not a Business Day, then the payment of such
Distribution shall be made on the next succeeding day which 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, payment of
such Distribution shall be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date (each such
date, a "Distribution Date").

                  (b) Distributions payable on the Trust Securities shall be
fixed at a rate of ______% per annum of the Liquidation Amount of the Trust
Securities, such rate being the rate of interest payable on the Junior
Subordinated Notes to be held by the Property Trustee. Distributions in arrears
for more than one quarter will bear interest thereon compounded quarterly at
____% per annum (to the extent permitted by applicable law). The amount of
Distributions payable for any full quarterly period shall be computed on the
basis of twelve 30-day months and a 360-day year, and for any period shorter
than a full quarterly period for which Distributions are computed, Distributions
will be computed on the basis of the actual number of days elapsed per 30-day
month.


                                       16
<PAGE>
If the interest payment period for the Junior Subordinated Notes is extended by
the Sponsor pursuant to Section 4.1 of the Supplemental Indenture (an "Extension
Period"), no interest shall be due and payable on the Junior Subordinated Notes.
As a consequence of an Extension Period, Distributions will also be deferred,
provided that quarterly Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at ____% per annum
compounded quarterly ("Additional Amounts") during any such Extension Period.
The payment of such deferred interest, together with Additional Amounts, will be
distributed to the Holders of the Trust Securities as received at the end of any
Extension Period; provided, however, that the Trust may distribute such amounts
earlier if the Sponsor prepays interest accrued on the Junior Subordinated Notes
prior to the end of any Extension Period as permitted by the Subordinated
Indenture.

                  (c) Distributions on the Trust Securities shall be made and
shall be deemed payable on each Distribution Date only to the extent that the
Trust has legally and immediately available funds in the Payment Account for the
payment of such Distributions.

                  (d) Distributions, including Additional Amounts, if any, on
the Trust Securities on each Distribution Date shall be payable to the Holders
thereof as they appear on the Securities Register for the Trust Securities on
the relevant record date. While the Preferred Securities are in book-entry only
form, the relevant record dates shall be one Business Day prior to the relevant
payment dates which payment dates correspond to the interest payment dates on
the Junior Subordinated Notes. If the Preferred Securities shall not continue to
remain in book-entry only form, the relevant record dates for the Preferred
Securities shall conform to the rules of any securities exchange on which the
Preferred Securities are listed and, if none, shall be selected by the
Administrative Trustees, which dates shall be at least one Business Day but not
less than 60 Business Days before the relevant payment dates, which payment
dates correspond to the interest payment dates on the Junior Subordinated Notes.
The relevant record dates for the Common Securities shall be the same record
date as for the Preferred Securities. Distributions payable on the Trust
Securities that are not punctually paid on any Distribution Date as a result of
the Sponsor having failed to make a payment on the Junior Subordinated Notes
will cease to be payable to the Person in whose name such Trust Securities are
registered on the relevant record date, and such defaulted Distribution will
instead be payable to the Person in whose name such Trust Securities are
registered on the special record date or other specified date determined in
accordance with the Subordinated Indenture.

                  Each Trust Security upon registration of transfer of or in
exchange for or in lieu of any other Trust Security shall carry the rights of
Distributions accrued (including Additional Amounts, if any) and unpaid, and to
accrue (including Additional Amounts, if any), which were carried by such other
Trust Security.

                  SECTION 4.02 REDEMPTION.

                  (a) On each Redemption Date with respect to the Junior
Subordinated Notes (other than following the distribution of the Junior
Subordinated Notes to the holders of Trust Securities pursuant to Section 9.04),
the Trust will be required to redeem a Like Amount of Trust Securities at the
Redemption Price.





                                       17
<PAGE>
                  (b) Notice of redemption shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date to each Holder of Trust Securities to
be redeemed, at such Holder's address appearing in the Securities Register. All
notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;

                  (iv) if less than all the Outstanding Trust Securities are to
         be redeemed, the total Liquidation Amount of the Trust Securities to be
         redeemed; and

                  (v) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Trust Security to be redeemed and
         that Distributions thereon will cease to accrue on and after such date.

                  (c) The Trust Securities redeemed on each Redemption Date
shall be redeemed at the Redemption Price with the proceeds from the
contemporaneous redemption of Junior Subordinated Notes. Redemptions of the
Trust Securities shall be made and the Redemption Price shall be deemed payable
on each Redemption Date only to the extent that the Trust has funds legally and
immediately available in the Payment Account for the payment of such Redemption
Price.

                  (d) If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 2:00 p.m. New York time, on the
Redemption Date, subject to Section 4.02(c), the Property Trustee will, so long
as the Preferred Securities are in book-entry only form, irrevocably deposit
with the Clearing Agency for the Preferred Securities funds sufficient to pay
the applicable Redemption Price. If the Preferred Securities are not in
book-entry only form, the Property Trustee, subject to Section 4.02(c), shall
irrevocably deposit with the Paying Agent funds sufficient to pay the applicable
Redemption Price and will give the Paying Agent irrevocable instructions to pay
the Redemption Price to the Holders thereof upon surrender of their Preferred
Securities Certificates. Notwithstanding the foregoing, Distributions payable on
or prior to the Redemption Date for any Trust Securities called for redemption
shall be payable to the Holders of such Trust Securities as they appear on the
Securities Register for the Trust Securities on the relevant record dates for
the related Distribution Dates. If notice of redemption shall have been given
and funds deposited as required, then upon the date of such deposit, all rights
of Securityholders holding Trust Securities so called for redemption will cease,
except the right of such Securityholders to receive the Redemption Price, but
without interest, and such Securities will cease to be outstanding. In the event
that any date on which any Redemption Price is payable is not a Business Day,
then payment of the Redemption Price payable on such date shall be made on the
next succeeding day which 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, payment of such Redemption Price shall be
made on the immediately preceding Business Day, in each case, with the same
force and effect as if made on such date. In the event that payment of the




                                       18
<PAGE>
Redemption Price in respect of Trust Securities is improperly withheld or
refused and not paid either by the Trust or by the Guarantor pursuant to the
Guarantee, Distributions on such Trust Securities will continue to accrue at the
then applicable rate, from such Redemption Date originally established by the
Trust for such Preferred Securities to the date such Redemption Price is
actually paid, and the actual payment date will be the Redemption Date for
purposes of calculating the applicable Redemption Price.

                  (e) If less than all the Outstanding Trust Securities are to
be redeemed on a Redemption Date, then, subject to Section 4.03, the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata to the Holders of the Trust Securities, with such adjustments that each
amount so allocated shall be divisible by $25. The particular Preferred
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Property Trustee from the Outstanding Preferred
Securities not previously called for redemption, by such method as the Property
Trustee shall deem fair and appropriate and which may provide for the selection
for a redemption of portions (equal to $25 or integral multiple thereof) of the
Liquidation Amount of Preferred Securities of a denomination larger than $25.
The Property Trustee shall promptly notify the Securities Registrar in writing
of the Preferred Securities selected for redemption and, in the case of any
Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Amended and Restated
Declaration of Trust, unless the context otherwise requires, all provisions
relating to the redemption of Preferred Securities shall relate, in the case of
any Preferred Securities redeemed or to be redeemed only in part, to the portion
of the Liquidation Amount of Preferred Securities which has been or is to be
redeemed.

                  (f) Subject to the foregoing provisions of this Section 4.02
and to applicable law (including, without limitation, United States federal
securities laws), the Sponsor, the Guarantor or their Affiliates may, at any
time and from time to time, purchase outstanding Preferred Securities by tender,
in the open market or by private agreement.

                  SECTION 4.03 SUBORDINATION OF COMMON SECURITIES.

                  (a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made pro rata based on the Liquidation Amount of the Trust
Securities; provided, however, that if on any Distribution Date or Redemption
Date an Indenture Event of Default shall have occurred and be continuing, no
payment of any Distribution (including Additional Amounts, if applicable) on, or
Redemption Price 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
(including Additional Amounts, if applicable) on all Outstanding Preferred
Securities for all distribution periods terminating on or prior thereto, or in
the case of payment of the Redemption Price the full amount of such Redemption
Price on all Outstanding Preferred Securities, shall have been made or provided
for, and all funds immediately available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or Redemption Price of, Preferred
Securities then due and payable.





                                       19
<PAGE>
                  (b) In the case of the occurrence of any Indenture Event of
Default, the Holder of Common Securities will be deemed to have waived any such
Event of Default under this Amended and Restated Declaration of Trust until the
effect of all such Events of Default with respect to the Preferred Securities
have been cured, waived or otherwise eliminated. Until any such Events of
Default under this Amended and Restated Declaration of Trust with respect to the
Preferred Securities have been so cured, waived or otherwise eliminated, the
Property Trustee shall act solely on behalf of the Holders of the Preferred
Securities and not the Holder of the Common Securities, and only the Holders of
the Preferred Securities will have the right to direct the Property Trustee to
act on their behalf.

                  SECTION 4.04 PAYMENT PROCEDURES. Payments in respect of the
Preferred Securities shall be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Securities Register or, if
the Preferred Securities are held by a Clearing Agency, such Distributions shall
be made to the Clearing Agency, which shall credit the relevant Persons'
accounts at such Clearing Agency on the applicable distribution dates. Payments
in respect of the Common Securities shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holder of the Common
Securities.

                  SECTION 4.05 TAX RETURNS AND REPORTS. The Administrative
Trustee(s) shall prepare (or cause to be prepared), at the Sponsor's expense,
and file all United States federal, state and local tax and information returns
and reports required to be filed by or in respect of the Trust. The
Administrative Trustee(s) shall provide or cause to be provided on a timely
basis to each Holder any Internal Revenue Service form required to be so
provided in respect of the Trust Securities.

                                    ARTICLE 5

                          TRUST SECURITIES CERTIFICATES

                  SECTION 5.01 INITIAL OWNERSHIP. Upon the creation of the Trust
by the contribution by the Sponsor pursuant to Section 2.03 and until the
issuance of the Trust Securities, and at any time during which no Trust
Securities are outstanding, the Sponsor shall be the sole beneficial owner of
the Trust.

                  SECTION 5.02 THE TRUST SECURITIES CERTIFICATES. Each of the
Preferred and Common Securities Certificates shall be issued in minimum
denominations of $25 and integral multiples in excess thereof. The Trust
Securities Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of at least one Administrative Trustee. Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Amended and Restated Declaration of Trust, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Trust Securities Certificates or did not
hold such offices at the date of authentication and delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject




                                       20
<PAGE>
to the obligations of a Securityholder hereunder, upon due registration of such
Trust Securities Certificate in such transferee's name pursuant to Section 5.04.

                  SECTION 5.03 AUTHENTICATION OF TRUST SECURITIES CERTIFICATES.
On the Issue Date, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.04
and 2.05, to be executed on behalf of the Trust, authenticated and delivered to
or upon the written order of the Sponsor signed by its Chairman of the Board,
its President or any Vice President, without further corporate action by the
Sponsor, in authorized denominations. No Trust Securities Certificate shall
entitle its holder to any benefit under this Amended and Restated Declaration of
Trust, or shall be valid for any purpose, unless there shall appear on such
Trust Securities Certificate a certificate of authentication substantially in
the form set forth in Exhibit A or Exhibit C, as applicable, executed by the
Property Trustee by manual signature; such authentication shall constitute
conclusive evidence that such Trust Securities Certificate shall have been duly
authenticated and delivered hereunder. All Trust Securities Certificates shall
be dated the date of their authentication.

                  SECTION 5.04 REGISTRATION OF TRANSFER AND EXCHANGE OF
PREFERRED SECURITIES CERTIFICATES. The Securities Registrar shall keep or cause
to be kept, at the office or agency maintained pursuant to Section 5.08, a
Securities Register in which, subject to such reasonable regulations as it may
prescribe, the Securities Registrar shall provide for the registration of
Preferred Securities Certificates and the Common Securities Certificates
(subject to Section 5.10 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of Preferred Securities Certificates as
herein provided. The Property Trustee shall be the initial Securities Registrar.

                  Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees shall execute and cause to be authenticated
and delivered in the name of the designated transferee or transferees one or
more new Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of authentication by the Property
Trustee. The Securities Registrar shall not be required to register the transfer
of any Preferred Securities that have been called for redemption. At the option
of a Holder, Preferred Securities Certificates may be exchanged for other
Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of the Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08.

                  Every Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the Administrative
Trustees and the Securities Registrar duly executed by the Holder or his
attorney duly authorized in writing. Each Preferred Securities Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Securities Registrar in accordance with its
customary practice.

                  No service charge shall be made for any registration of
transfer or exchange of Preferred Securities Certificates, but the Securities
Registrar or the Administrative Trustees may





                                       21
<PAGE>
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.

                  SECTION 5.05 MUTILATED, DESTROYED, LOST OR STOLEN TRUST
SECURITIES CERTIFICATES. If (i) any mutilated Trust Securities Certificate shall
be surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (ii) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a protected
purchaser, the Administrative Trustees or any one of them on behalf of the Trust
shall execute and cause to be authenticated and made available for delivery, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Securities Certificate, a new Trust Securities Certificate of like class, tenor
and denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section 5.05, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Trust Securities Certificate issued pursuant to this Section 5.05
shall constitute conclusive evidence of an ownership interest in the Trust, as
if originally issued, whether or not the lost, stolen or destroyed Trust
Securities Certificate shall be found at any time.

                  SECTION 5.06 PERSONS DEEMED SECURITYHOLDERS. Prior to due
presentation of a Trust Securities Certificate for registration of transfer, the
Trustees or the Securities Registrar shall treat the Person in whose name any
Trust Securities Certificate shall be registered in the Securities Register as
the owner of such Trust Securities Certificate for the purpose of receiving
Distributions (subject to Section 4.01(d)) and for all other purposes
whatsoever, and neither the Trustees nor the Securities Registrar shall be bound
by any notice to the contrary.

                  SECTION 5.07 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND
ADDRESSES. The Administrative Trustees shall furnish or cause to be furnished to
(i) the Sponsor and the Property Trustee semi-annually, not later than June 1
and December 1 in each year, and (ii) the Sponsor or the Property Trustee, as
the case may be, within 30 days after receipt by any Administrative Trustee of a
request therefor from the Sponsor or the Property Trustee, as the case may be,
in writing, a list, in such form as the Sponsor or the Property Trustee, as the
case may be, may reasonably require, of the names and addresses of the
Securityholders as of a date not more than 15 days prior to the time such list
is furnished; provided, that the Administrative Trustees shall not be obligated
to provide such list at any time such list does not differ from the most recent
list given to the Sponsor and the Property Trustee by the Administrative
Trustees or at any time the Property Trustee is the Securities Registrar. If
three or more Securityholders or one or more Holders of Trust Securities
Certificates evidencing not less than 25% of the outstanding Liquidation Amount
apply in writing to the Administrative Trustees, and such application states
that the applicants desire to communicate with other Securityholders with
respect to their rights under this Amended and Restated Declaration of Trust or
under the Trust Securities Certificates and such application is accompanied by a
copy of the communication that such applicants propose to transmit, then the
Administrative Trustees shall, within five Business Days after the receipt of
such application, afford such applicants access during normal business hours to
the current list of Securityholders. Each Holder, by receiving and holding a
Trust Securities Certificate, shall be deemed to have agreed not to hold either
the Sponsor or the




                                       22
<PAGE>
Administrative Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

                  SECTION 5.08 MAINTENANCE OF OFFICE OR AGENCY. The
Administrative Trustees shall maintain in the Borough of Manhattan, New York, or
Wilmington, Delaware, an office or offices or agency or agencies where Preferred
Securities Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Trustees in respect of the
Trust Securities Certificates may be served. The Administrative Trustees
initially designate Wilmington Trust Company, Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890, as its principal agency for such
purposes. The Administrative Trustees shall give prompt written notice to the
Sponsor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.

                  SECTION 5.09 APPOINTMENT OF PAYING AGENT. The Paying Agent
shall make Distributions and other payments provided hereby to Securityholders
from the Payment Account and shall report the amounts of such Distributions and
payments to the Property Trustee and the Administrative Trustees. Any Paying
Agent shall have the revocable power to withdraw funds from the Payment Account
for the purpose of making the Distributions and payments provided hereby. The
Administrative Trustees may revoke such power and remove the Paying Agent if
such Trustees determine in their sole discretion that the Paying Agent shall
have failed to perform its obligations under this Agreement in any material
respect. The Paying Agent shall initially be the Property Trustee, and it may
choose any co-paying agent that is acceptable to the Administrative Trustees and
the Sponsor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days written notice to the Administrative Trustees and the
Sponsor. In the event that a Paying Agent shall resign or be removed, the
Administrative Trustees shall appoint a successor that is acceptable to the
Sponsor to act as Paying Agent (which shall be a bank or trust company). The
Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Securityholders in trust for the benefit of the
Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.01, 8.03 and 8.06 shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

                  SECTION 5.10 OWNERSHIP OF COMMON SECURITIES BY SPONSOR. On the
Issue Date, the Sponsor shall acquire, and thereafter retain, beneficial and
record ownership of the Common Securities. Any attempted transfer of the Common
Securities, except for transfers by operation of law or to an Affiliate of the
Guarantor or the Sponsor or a permitted successor under the Subordinated
Indenture, shall be void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Sponsor to contain a legend stating "THIS
CERTIFICATE IS



                                       23
<PAGE>
NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE AMENDED AND RESTATED DECLARATION OF
TRUST REFERRED TO HEREIN".

                  SECTION 5.11 BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES;
COMMON SECURITIES CERTIFICATE.

                  (a) The Preferred Securities Certificates, upon original
issuance, will be issued in the form of a typewritten Preferred Securities
Certificate or Certificates representing Book-Entry Preferred Securities
Certificates, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Preferred Securities
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 Owner will receive a definitive Preferred Securities Certificate
representing such beneficial owner's interest in such Preferred Securities,
except as provided in Section 5.13. Unless and until Definitive Preferred
Securities Certificates have been issued to Owners pursuant to Section 5.13:

                  (i) the provisions of this Section 5.11(a) shall be in full
         force and effect;

                  (ii) the Securities Registrar and the Trustees shall be
         entitled to deal with the Clearing Agency for all purposes of this
         Amended and Restated Declaration of Trust relating to the Book-Entry
         Preferred Securities Certificates (including the payment of principal
         of and interest on the Book-Entry Preferred Securities and the giving
         of instructions or directions to Owners of Book-Entry Preferred
         Securities) as the sole Holder of Book-Entry Preferred Securities and
         shall have no obligations to the Owners thereof;

                  (iii) to the extent that the provisions of this Section 5.11
         conflict with any other provisions of this Amended and Restated
         Declaration of Trust, the provisions of this Section 5.11 shall
         control; and

                  (iv) the rights of the Owners of the Book-Entry Preferred
         Securities Certificates shall be exercised only through the Clearing
         Agency and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing Agency
         Participants. Pursuant to the Certificate Depository Agreement, unless
         and until Definitive Preferred Securities Certificates are issued
         pursuant to Section 5.13, the Clearing Agency will make book-entry
         transfers among the Clearing Agency Participants and receive and
         transmit payments on the Preferred Securities to such Clearing Agency
         Participants.

                  (b) A single Common Securities Certificate representing the
Common Securities shall be issued to the Sponsor in the form of a definitive
Common Securities Certificate.

                  SECTION 5.12 NOTICES TO CLEARING AGENCY. To the extent a
notice or other communication to the Owners is required under this Amended and
Restated Declaration of Trust, unless and until Definitive Preferred Securities
Certificates shall have been issued to Owners pursuant to Section 5.13, the
Trustees shall give all such notices and communications specified herein to be
given to Owners to the Clearing Agency, and shall have no obligations to the
Owners.




                                       24
<PAGE>
                  SECTION 5.13 DEFINITIVE PREFERRED SECURITIES CERTIFICATES. If
(i) the Sponsor advises the Trustees in writing that the Clearing Agency 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, or (ii) the Sponsor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the Clearing
Agency, then the Administrative Trustees shall notify the Clearing Agency and
Holders of the Preferred Securities. Upon surrender to the Administrative
Trustees of the typewritten Preferred Securities Certificate or Certificates
representing the Book-Entry Preferred Securities Certificates by the Clearing
Agency, accompanied by registration instructions, the Administrative Trustees or
any one of them shall execute and cause to be authenticated the Definitive
Preferred Securities Certificates in accordance with the instructions of the
Clearing Agency. Neither the Securities Registrar nor 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
Securityholders. 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 Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

                  SECTION 5.14 RIGHTS OF SECURITYHOLDERS. The legal title to the
Trust Property is vested exclusively in the Property Trustee (in its capacity as
such) in accordance with Section 2.09, and the Securityholders shall not have
any right or title therein other than the beneficial ownership interest in the
assets of the Trust conferred by their Trust Securities, and they shall have no
right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this
Amended and Restated Declaration of Trust. The Trust Securities shall have no
preemptive or other similar rights and when issued and delivered to
Securityholders against payment of the purchase price therefor, except as
otherwise provided in the Expense Agreement and Section 10.01, will be fully
paid and nonassessable by the Trust and will be entitled to the benefits of this
Amended and Restated Declaration of Trust. Except as otherwise provided in the
Expense Agreement and Section 10.01 with respect to the Holder of the Common
Securities, the Holders of the Trust 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.

                                    ARTICLE 6

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

                  SECTION 6.01 LIMITATIONS ON VOTING RIGHTS.

                  (a) Except as provided in this Section 6.01, in Sections 8.10
or 10.03, in the Subordinated Indenture, and as otherwise required by law, no
Holder of Preferred Securities shall have any right to vote or in any manner
otherwise control the administration, operation and management of the Trust or
the obligations of the parties hereto, nor shall anything herein set forth,




                                       25
<PAGE>
or contained in the terms of the Trust Securities Certificates, be construed so
as to constitute the Securityholders from time to time as partners or members of
an association.

                  (b) So long as any Junior Subordinated Notes are held by the
Property Trustee, the Trustees shall not (i) direct the time, method and place
of conducting any proceeding for any remedy available to the Indenture Trustee,
or executing any trust or power conferred on the Indenture Trustee with respect
to such Junior Subordinated Notes, (ii) waive any past default which is waivable
under the Subordinated Indenture, (iii) exercise any right to rescind or annul a
declaration that the principal of all the Junior Subordinated Notes shall be due
and payable or (iv) consent to any amendment, modification or termination of the
Subordinated Indenture or the Junior Subordinated Notes, where such consent
shall be required, or to any other action, as holder of the Junior Subordinated
Notes, under the Subordinated Indenture, without, in each case, obtaining the
prior approval of the Holders of at least 66-2/3% in Liquidation Amount of the
Preferred Securities; provided, however, that where a consent under the
Subordinated Indenture would require the consent of each holder of Junior
Subordinated Notes affected thereby, no such consent shall be given by the
Trustees without the prior written consent of each Holder of Preferred
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of Preferred Securities, except pursuant to a
subsequent vote of the Holders of Preferred Securities. The Property Trustee
shall notify all Holders of the Preferred Securities of any notice of default
received from the Indenture Trustee with respect to the Junior Subordinated
Notes. In addition to obtaining the foregoing approvals of the Holders of the
Preferred Securities, prior to taking any of the foregoing actions, the Trustees
shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced
in such matters to the effect that the Trust will not be classified as other
than a grantor trust for United States federal income tax purposes on account of
such action.

                  (c) If any proposed amendment to this Amended and Restated
Declaration of Trust provides for, or the Trustees otherwise propose to effect,
(i) any action that would adversely affect the powers, preferences or special
rights of the Preferred Securities, whether by way of amendment to this Amended
and Restated Declaration of Trust or otherwise, or (ii) the dissolution,
winding-up or termination of the Trust, other than pursuant to the terms of this
Amended and Restated Declaration of Trust, then the Holders of Outstanding
Preferred Securities as a 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 the Holders of at least 66-2/3% in Liquidation Amount of the
Outstanding Preferred Securities. In addition to obtaining the foregoing
approvals of the Holders of the Preferred Securities, prior to taking any of the
foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an
Opinion of Counsel experienced in such matters to the effect that the Trust will
not be classified as other than a grantor trust for United States federal income
tax purposes on account of such action.

                  SECTION 6.02 NOTICE OF MEETINGS. Notice of all meetings of the
Preferred Securityholders, stating the time, place and purpose of the meeting,
shall be given by the Administrative Trustees pursuant to Section 10.08 to each
Preferred Securityholder of record, at his registered address, at least 15 days
and not more than 90 days before the meeting. At any such meeting, any business
properly before the meeting may be so considered whether or not stated in the
notice of the meeting. Any adjourned meeting may be held as adjourned without
further notice.




                                       26
<PAGE>
                  SECTION 6.03 MEETINGS OF PREFERRED SECURITYHOLDERS. No annual
meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter upon the
written request of the Preferred Securityholders of record of 25% of the
Preferred Securities (based upon their Liquidation Amount) and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of Preferred Securityholders to vote on any matters
as to which Preferred Securityholders are entitled to vote.

                  Preferred Securityholders of record of 50% of the Preferred
Securities (based upon their Liquidation Amount), present in person or by proxy,
shall constitute a quorum at any meeting of Securityholders.

                  If a quorum is present at a meeting, an affirmative vote by
the Preferred Securityholders of record present, in person or by proxy, holding
more than 66-2/3% of the Preferred Securities (based upon their Liquidation
Amount) held by the Preferred Securityholders of record present, either in
person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Amended and Restated Declaration of Trust requires
a greater number of affirmative votes.

                  SECTION 6.04 VOTING RIGHTS. Securityholders shall be entitled
to one vote for each $25 of Liquidation Amount represented by their Trust
Securities in respect of any matter as to which such Securityholders are
entitled to vote.

                  SECTION 6.05 PROXIES, ETC. At any meeting of Securityholders,
any Securityholder entitled to vote may vote by proxy, provided that no proxy
shall be voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. A Securityholder may grant a proxy by any means
permitted by the General Corporation Law of the State of Delaware. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property Trustee. Only
Securityholders of record shall be entitled to vote. When Trust Securities are
held jointly by several Persons, any one of them may vote at any meeting in
person or by proxy in respect of such Trust Securities, but if more than one of
them shall be present at such meeting in person or by proxy, and such joint
owners or their proxies so present disagree as to any vote to be cast, such vote
shall not be received in respect of such Trust Securities. A proxy purporting to
be executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. No proxy shall be valid more than three years
after its date of execution.

                  SECTION 6.06 SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any
action which may be taken by Securityholders at a meeting may be taken without a
meeting if Securityholders holding at least 66-2/3% of all outstanding Trust
Securities (based upon their Liquidation Amount) entitled to vote in respect of
such action (or such other proportion thereof as shall be required by any
express provision of this Amended and Restated Declaration of Trust) shall
consent to the action in writing.





                                       27
<PAGE>
                  SECTION 6.07 RECORD DATE FOR VOTING AND OTHER PURPOSES. For
the purposes of determining the Securityholders who are entitled to notice of
and to vote at any meeting or by written consent, or to participate in any
Distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Amended and Restated Declaration of Trust, or for
the purpose of any other action, the Administrative Trustees may from time to
time fix a date, not more than 90 days prior to the date of any meeting of
Securityholders or the payment of a Distribution or other action, as the case
may be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

                  SECTION 6.08 ACTS OF SECURITYHOLDERS. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Amended and Restated Declaration of Trust to be given, made or
taken by Securityholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Securityholders in
person or by an agent appointed in writing; and, except as otherwise expressly
provided herein, such action shall become effective when such instrument or
instruments are delivered to the Administrative Trustees. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Securityholders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Amended and Restated Declaration of Trust and (subject to Section 8.01)
conclusive in favor of the Trustees, if made in the manner provided in this
Section 6.08.

                  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustees deem sufficient.

                  The ownership of Preferred Securities shall be proved by the
Securities Register.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Securityholder of any Trust Security shall
bind every future Securityholder of the same Trust Security and the
Securityholder of every Trust Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustees or the Trust in reliance thereon,
whether or not notation of such action is made upon such Trust Security.

                  Without limiting the foregoing, a Securityholder entitled
hereunder to take any action hereunder with regard to any particular Trust
Security may do so with regard to all or any part of the Liquidation Amount of
such Trust Security or by one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or any part of such
Liquidation Amount.




                                       28
<PAGE>




                  If any dispute shall arise between the Securityholders of
Trust Securities and the Administrative Trustees or among such Securityholders
or Trustees with respect to the authenticity, validity or binding nature of any
request, demand, authorization, direction, consent, waiver or other Act of such
Securityholder or Trustee under this Article VI, then the determination of such
matter by the Property Trustee shall be conclusive with respect to such matter.

                  SECTION 6.09 INSPECTION OF RECORDS. Upon reasonable notice to
the Trustees, the records of the Trust shall be open to inspection by
Securityholders during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.

                                    ARTICLE 7

   REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND DELAWARE TRUSTEE

                  SECTION 7.01 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 Amended and
Restated Declaration of Trust, 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 Delaware banking corporation
with trust powers and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, this Amended and Restated
Declaration of Trust;

                  (b) The execution, delivery and performance by the Property
Trustee of this Amended and Restated Declaration of Trust has been duly
authorized by all necessary corporate action on the part of the Property
Trustee. This Amended and Restated Declaration of Trust has been duly executed
and delivered by the Property Trustee and 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 this Amended
and Restated Declaration of Trust by the Property Trustee does not conflict with
or constitute a breach of the charter or by-laws of the Property Trustee; and

                  (d) No consent, approval or authorization of, or registration
with or notice to, any Delaware or federal banking authority is required for the
execution, delivery or performance by the Property Trustee of this Amended and
Restated Declaration of Trust.

                  SECTION 7.02 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 Amended and
Restated Declaration of Trust, and each



                                       29
<PAGE>

Successor Delaware Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee that:

                  (a) The Delaware Trustee is duly organized, validly existing
and in good standing under the laws of the State of Delaware, with trust power
and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Amended and Restated Declaration of Trust;

                  (b) The execution, delivery and performance by the Delaware
Trustee of this Amended and Restated Declaration of Trust has been duly
authorized by all necessary corporate action on the part of the Delaware
Trustee. This Amended and Restated Declaration of Trust 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 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) No consent, approval or authorization of, or registration
with or notice to, any Delaware or federal banking authority is required for the
execution, delivery or performance by the Delaware Trustee of this Amended and
Restated Declaration of Trust; and

                  (d) The Delaware Trustee is a natural person who is a resident
of the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware.

                                    ARTICLE 8

                                  THE TRUSTEES

                  SECTION 8.01 CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) The rights, duties and responsibilities of the Trustees
shall be as provided by this Amended and Restated Declaration of Trust and, in
the case of the Property Trustee, the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Amended and Restated Declaration of Trust shall
require the Trustees to expend or risk their own funds or otherwise incur any
financial liability in the performance of any of their duties hereunder, or in
the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to them. Whether or not therein
expressly so provided, every provision of this Amended and Restated Declaration
of Trust relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section
8.01.

                  (b) All payments made by the Property Trustee in respect of
the Trust Securities shall be made only from the income and proceeds from the
Trust Property and only to the extent that there shall be sufficient income or
proceeds from the Trust Property to enable the Property



                                       30
<PAGE>

Trustee to make payments in accordance with the terms hereof. Each
Securityholder, by its acceptance of a Trust Security, agrees that it will look
solely to the income and proceeds from the Trust Property to the extent
available for distribution to it as herein provided and that the Trustees are
not personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 8.01(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Amended and Restated Declaration of Trust or, in the case of
the Property Trustee, in the Trust Indenture Act.

                  (c) No Trustee shall be liable for its acts or omissions
hereunder except as a result of its own gross negligence (or ordinary negligence
in the case of the Property Trustee) or willful misconduct. To the extent that,
at law or in equity, a Trustee has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to the Securityholders, such
Trustee shall not be liable to the Trust or to any Securityholder for such
Trustee's good faith reliance on the provisions of this Amended and Restated
Declaration of Trust. The provisions of this Amended and Restated Declaration of
Trust, to the extent that they restrict the duties and liabilities of the
Trustees otherwise existing at law or in equity, are agreed by the Sponsor and
the Securityholders to replace such other duties and liabilities of the Trustees
(other than the mandatory duties and liabilities of the Property Trustee under
the Trust Indenture Act).

                  (d) No provision of this Amended and Restated Declaration of
Trust 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:

                  (i) the Property Trustee shall not be liable for any error of
         judgment made in good faith by an authorized officer of the Property
         Trustee, unless it shall be proved that the Property Trustee was
         negligent in ascertaining the pertinent facts;

                  (ii) 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 Trust 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 Amended and Restated
         Declaration of Trust;

                  (iii) the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Junior
         Subordinated Notes and the Payment 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 limitation
         on liability afforded to the Property Trustee under this Amended and
         Restated Declaration of Trust and the Trust Indenture Act;

                  (iv) 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 and money held by the Property Trustee need not be segregated
         from other funds held by it except in relation to the Payment Amount
         maintained by the Property Trustee pursuant to Section 3.01 and except
         to the extent otherwise required by law; and




                                       31
<PAGE>


                  (v) the Property Trustee shall not be responsible for
         monitoring the compliance by the Administrative Trustees or the Sponsor
         with their respective duties under this Amended and Restated
         Declaration of Trust, nor shall the Property Trustee be liable for the
         negligence, default or misconduct of the Administrative Trustees or the
         Sponsor.

                  (e) Any direction or act of the Sponsor or the Administrative
Trustees contemplated by this Amended and Restated Declaration of Trust shall be
sufficiently evidenced by an Officers' Certificate;

                  (f) 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 reregistration thereof;

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

                  (h) Except as otherwise expressly provided by this Amended and
Restated Declaration of Trust, the Property Trustee shall not be under any
obligation to take any action that is discretionary under the provisions of this
Amended and Restated Declaration of Trust. No provision of this Amended and
Restated Declaration of Trust shall be deemed to impose any duty or obligations
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 such right, power, duty or obligation. No permissive power or
authority available to the Property Trustee shall be construed to be a duty.

                  SECTION 8.02 NOTICE OF DEFAULTS. Within 90 days after the
occurrence of any Event of Default, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 10.08, notice of any Event of
Default known to the Property Trustee to the Securityholders, the Administrative
Trustees, the Guarantor and the Sponsor, unless such Event of Default shall have
been cured or waived.

                  SECTION 8.03 CERTAIN RIGHTS OF PROPERTY TRUSTEE. Subject to
the provisions of Section 8.01 and except as provided by law:

                  (i) the Property Trustee may conclusively rely and shall be
         protected in acting or refraining from acting in good faith upon any
         resolution, Opinion of Counsel, certificate, written representation of
         a Holder or transferee, certificate of auditors or any other


                                       32
<PAGE>





         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties;

                  (ii) if (A) in performing its duties under this Amended and
         Restated Declaration of Trust the Property Trustee is required to
         decide between alternative courses of action, or (B) in construing any
         of the provisions in this Amended and Restated Declaration of Trust the
         Property Trustee finds the same ambiguous or inconsistent with any
         other provisions contained herein, or (C) the Property Trustee is
         unsure of the application of any provision of this Amended and Restated
         Declaration of Trust, then, except as to any matter as to which the
         Preferred Securityholders are entitled to vote under the terms of this
         Amended and Restated Declaration of Trust, the Property Trustee shall
         deliver a notice to the Sponsor requesting written instructions of the
         Sponsor as to the course of action to be taken. The Property Trustee
         shall take such action, or refrain from taking such action, as the
         Property Trustee shall be instructed in writing to take, or to refrain
         from taking, by the Sponsor; provided, however, that if the Property
         Trustee does not receive such instructions of the Sponsor within ten
         Business Days after it has delivered such notice, or such reasonably
         shorter period of time set forth in such notice (which to the extent
         practicable shall not be less than two Business Days), it may, but
         shall be under no duty to, take or refrain from taking such action not
         inconsistent with this Amended and Restated Declaration of Trust as it
         shall deem advisable and in the best interests of the Securityholders,
         in which event the Property Trustee shall have no liability except for
         its own bad faith, negligence or willful misconduct;

                  (iii) the Property Trustee may consult with counsel of its
         selection and the advice of such counsel or any Opinion of Counsel
         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 reliance thereon;

                  (iv) the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Amended and
         Restated Declaration of Trust at the request or direction of any of the
         Securityholders pursuant to this Amended and Restated Declaration of
         Trust, unless such Securityholders shall have offered to the Property
         Trustee reasonable security or indemnity against the costs, expenses
         and liabilities which might be incurred by it in compliance with such
         request or direction;

                  (v) 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,
         consent, order, approval, bond or other document, unless requested in
         writing to do so by one or more Securityholders; and

                  (vi) the Property Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through its agents or attorneys, provided that the Property Trustee
         shall be responsible for its own negligence or recklessness with
         respect to selection of any agent or attorney appointed by it
         hereunder.




                                       33
<PAGE>

                  SECTION 8.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals contained herein and in the Trust Securities
Certificates shall be taken as the statements of the Trust, and the Trustees do
not assume any responsibility for their correctness. The Trustees shall not be
accountable for the use or application by the Trust of the proceeds of the Trust
Securities in accordance with Section 2.05.

                  The Property Trustee may conclusively assume that any funds
held by it hereunder are legally available unless a Responsible Officer shall
have received written notice from the Sponsor, any Holder or any other Trustee
that such funds are not legally available.

                  SECTION 8.05 MAY HOLD SECURITIES. Except as provided in the
definition of the term "Outstanding" in Article I, any Trustee or any other
agent of the Trustees or the Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

                  SECTION 8.06 COMPENSATION; FEES; INDEMNITY.

                  The Sponsor agrees:

                  (1) to pay to the Trustees from time to time reasonable
compensation for all services rendered by the Trustees hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
reimburse the Trustees upon request for all reasonable expenses, disbursements
and advances incurred or made by the Trustees in accordance with any provision
of this Amended and Restated Declaration of Trust (including the reasonable
compensation and the expenses and disbursements of their agents and counsel),
except any such expense, disbursement or advance as may be attributable to their
willful misconduct, negligence or bad faith; and

                  (3) to indemnify the Trustees for, and to hold the Trustees
harmless against, any and all loss, damage, claims, liability or expense
incurred without willful misconduct, negligence or bad faith on their part,
arising out of or in connection with the acceptance or administration of this
Amended and Restated Declaration of Trust, including the costs and expenses of
defending themselves against any claim or liability in connection with the
exercise or performance of any of their powers or duties hereunder.

                  The provisions of this Section 8.06 shall survive the
resignation or removal of any Trustee or the termination of this Amended and
Restated Declaration of Trust.

                  SECTION 8.07 TRUSTEES REQUIRED; ELIGIBILITY.

                  (a) There shall at all times be a Property Trustee hereunder
with respect to the Trust Securities. The Property Trustee shall be a Person
that has a combined capital and surplus of at least $50,000,000. If any such
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of its supervising or examining authority, then for the
purposes of this


                                       34
<PAGE>

Section 8.07, the combined capital and surplus of such Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Property Trustee with respect to the
Trust Securities shall cease to be eligible in accordance with the provisions of
this Section 8.07, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article 8.

                  (b) There shall at all times be one or more Administrative
Trustees hereunder with respect to the Trust Securities. Each Administrative
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 persons authorized to bind such
entity.

                  (c) There shall at all times be a Delaware Trustee with
respect to the Trust Securities. The Delaware Trustee shall either be (i) a
natural person who is at least 21 years of age and a resident of the State of
Delaware or (ii) a legal entity authorized to conduct a trust business and with
its principal place of business in the State of Delaware that shall act through
one or more persons authorized to bind such entity.

                  SECTION 8.08 CONFLICTING INTERESTS.

                  If the Property Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Property Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Amended and Restated Declaration of Trust. To the extent permitted by the Trust
Indenture Act, the Property Trustee shall not be deemed to have a conflicting
interest by virtue of being trustee under the Guarantee.

                  SECTION 8.09 CO-TRUSTEES AND SEPARATE TRUSTEE.

                  At any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Holder of the Common
Securities and the Property Trustee shall have power to appoint, and upon the
written request of the Property Trustee, the Sponsor shall for such purpose join
with the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Property Trustee either to act as co-trustee, jointly with the
Property Trustee, of all or any part of such Trust Property, or to act as
separate trustee of any such Trust Property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section 8.09. If
the Sponsor does not join in such appointment within 15 days after the receipt
by it of a request so to do, or in case an Indenture Event of Default has
occurred and is continuing, the Property Trustee alone shall have power to make
such appointment. Any co-trustee or separate trustee appointed pursuant to this
Section 8.09 shall satisfy the requirements of Section 8.07.

                  Should any written instrument from the Sponsor be required by
any co-trustee or separate trustee so appointed for more fully confirming to
such co-trustee or separate trustee such


                                       35
<PAGE>

property, title, right, or power, any and all such instruments shall, on
request, be executed, acknowledged, and delivered by the Sponsor.

                  Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
terms, namely:

                  (i) The Trust Securities shall be executed, authenticated and
         delivered and all rights, powers, duties, and obligations hereunder in
         respect of the custody of securities, cash and other personal property
         held by, or required to be deposited or pledged with, the Trustees
         hereunder, shall be exercised, solely by the Trustees.

                  (ii) The rights, powers, duties, and obligations hereby
         conferred or imposed upon the Property Trustee in respect of any
         property covered by such appointment shall be conferred or imposed upon
         and exercised or performed by the Property Trustee or by the Property
         Trustee and such co-trustee or separate trustee jointly, as shall be
         provided in the instrument appointing such co-trustee or separate
         trustee, except to the extent that under any law of any jurisdiction in
         which any particular act is to be performed, the Property Trustee shall
         be incompetent or unqualified to perform such act, in which event such
         rights, powers, duties, and obligations shall be exercised and
         performed by such co-trustee or separate trustee.

                  (iii) The Property Trustee at any time, by an instrument in
         writing executed by it, with the written concurrence of the Sponsor,
         may accept the resignation of or remove any co-trustee or separate
         trustee appointed under this Section 8.09, and, in case an Indenture
         Event of Default has occurred and is continuing, the Property Trustee
         shall have power to accept the resignation of, or remove, any such
         co-trustee or separate trustee without the concurrence of the Sponsor.
         Upon the written request of the Property Trustee, the Sponsor shall
         join with the Property Trustee in the execution, delivery, and
         performance of all instruments and agreements necessary or proper to
         effectuate such resignation or removal. A successor to any co-trustee
         or separate trustee so resigned or removed may be appointed in the
         manner provided in this Section 8.09.

                  (iv) No co-trustee or separate trustee hereunder shall be
         personally liable by reason of any act or omission of the Property
         Trustee, or any other such trustee hereunder.

                  (v) The Trustees shall not be liable by reason of any act of a
         co-trustee or separate trustee.

                  (vi) Any Act of Holders delivered to the Property Trustee
         shall be deemed to have been delivered to each such co-trustee and
         separate trustee.

                  SECTION 8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR. No resignation or removal of any Trustee (the "Relevant Trustee") and
no appointment of a successor Relevant Trustee pursuant to this Article 8 shall
become effective until the acceptance of appointment by the successor Relevant
Trustee in accordance with the applicable requirements of Section 8.11.




                                       36
<PAGE>

                  The Relevant Trustee may resign at any time by giving written
notice thereof to the Securityholders. If the instrument of acceptance by a
successor Relevant Trustee required by Section 8.11 shall not have been
delivered to the Relevant Trustee within 30 days after the giving of such notice
of resignation, the resigning Relevant Trustee may petition any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.

                  Unless an Indenture Event of Default shall have occurred and
be continuing, the Relevant Trustee may be removed at any time by Act of the
Holder of the Common Securities; provided, however, that an Administrative
Trustee may be appointed, removed or replaced only by an Act of the Holders of a
majority in Liquidation Amount of the Common Securities. If an Indenture Event
of Default shall have occurred and be continuing, the Relevant Trustee may be
removed at such time by Act of the Securityholders of a majority in Liquidation
Amount of the Preferred Securities Certificates, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust).

                  If the Relevant Trustee shall resign, be removed or become
incapable of continuing to act as Trustee at a time when no Indenture Event of
Default shall have occurred and be continuing, the Holder of the Common
Securities, by Act of the Holder of the Common Securities delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees, and the retiring Relevant Trustee shall comply with the applicable
requirements of Section 8.11. If the Relevant Trustee shall resign, be removed
or become incapable of continuing to act as the Relevant Trustee at a time when
an Indenture Event of Default shall have occurred and be continuing, the Holders
of Preferred Securities, by Act of the Securityholders of a majority in
Liquidation Amount of the Preferred Securities then outstanding delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees, and the Relevant Trustee shall comply with the applicable
requirements of Section 8.11. If no successor Relevant Trustee shall have been
so appointed in accordance with this Section 8.10 and accepted appointment in
the manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

                  The retiring Relevant Trustee shall give notice of each
resignation and each removal of the Relevant Trustee, and each appointment of a
successor Trustee to all Securityholders in the manner provided in Section 10.08
and shall give notice to the Sponsor. Each notice shall include the name of the
successor Relevant Trustee and the address of its Corporate Trust Office if it
is the Property Trustee.

                  Notwithstanding the foregoing or any other provision of this
Amended and Restated Declaration of Trust, in the event any Administrative
Trustee or a Delaware Trustee who is a natural person dies or becomes
incompetent or incapacitated or resigns, the vacancy created by such death,
incompetence or incapacity or resignation may be filled by (i) the act of the
remaining Administrative Trustee or (ii) otherwise by the Sponsor (with the
successor in each case being an individual who satisfies the eligibility
requirement for Administrative Trustees set forth in Section 8.07).
Additionally, notwithstanding the foregoing or any other provision of this
Amended and Restated Declaration of Trust, in the event the Sponsor believes
that any Administrative Trustee has become incompetent or incapacitated, the
Sponsor, by notice to the remaining Trustees, may



                                       37
<PAGE>

terminate the status of such Person as an Administrative Trustee (in which case
the vacancy so created will be filled in accordance with the preceding
sentence).

                  SECTION 8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case
of the appointment hereunder of a successor Relevant Trustee, every such
successor Relevant Trustee so appointed shall execute, acknowledge and deliver
to the Trust and to the retiring Relevant Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Relevant
Trustee shall become effective and such successor Relevant Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Relevant Trustee; but, on the request
of the Sponsor or the successor Relevant Trustee, such retiring Relevant Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Relevant Trustee all the rights, powers and
trusts of the retiring Relevant Trustee and shall duly assign, transfer and
deliver to such successor Relevant Trustee all property and money held by such
retiring Relevant Trustee hereunder.

                  Upon request of any such successor Relevant Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the preceding paragraph.

                  No successor Relevant Trustee shall accept its appointment
unless at the time of such acceptance such successor Relevant Trustee shall be
qualified and eligible under this Article 8.

                  SECTION 8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. Any Person into which the Property Trustee, Delaware Trustee or any
Administrative Trustee which is not a natural person may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Relevant Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article 8, without the execution or filing of any paper or any further act
on the part of any of the parties hereto.

                  SECTION 8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST SPONSOR
OR TRUST. If and when the Property Trustee shall be or become a creditor of the
Sponsor or the Trust (or any other obligor upon the Junior Subordinated Notes or
the Trust Securities), the Property Trustee shall be subject to the provisions
of the Trust Indenture Act regarding the collection of claims against the
Sponsor or Trust (or any such other obligor). For purposes of Section 311(b)(4)
and (6) of the Trust Indenture Act:

                  (a) "cash transaction" means any transaction in which full
payment for goods or securities sold is made within seven days after delivery of
the goods or securities in currency or in checks or other orders drawn upon
banks or bankers and payable upon demand; and

                  (b) "self-liquidating paper" means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
by the Sponsor or the Trust (or any such obligor) for the purpose of financing
the purchase, processing, manufacturing, shipment, storage or sale of goods,
wares or merchandise and which is secured by documents evidencing title to,


                                       38
<PAGE>

possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or merchandise
previously constituting the security, provided the security is received by the
Property Trustee simultaneously with the creation of the creditor relationship
with the Sponsor or the Trust (or any such obligor) arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.

                  SECTION 8.14 REPORTS BY PROPERTY TRUSTEE.

                  (a) Within 60 days after May 15 of each year commencing with
May 15, ____, if required by Section 313(a) of the Trust Indenture Act, the
Property Trustee shall transmit a brief report dated as of such May 15 with
respect to any of the events specified in such Section 313(a) that may have
occurred since the later of the date of this Amended and Restated Declaration of
Trust or the preceding May 15.

                  (b) The Property Trustee shall transmit to Securityholders the
reports required by Section 313(b) of the Trust Indenture Act at the times
specified therein.

                  (c) Reports pursuant to this Section 8.14 shall be transmitted
in the manner and to the Persons required by Sections 313(c) and (d) of the
Trust Indenture Act.

                  SECTION 8.15 REPORTS TO THE PROPERTY TRUSTEE. The Sponsor and
the Administrative 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, within 120 days after the end of each
fiscal year of the Sponsor, the compliance certificate required by Section
314(a)(4) of the Trust Indenture Act in the form and in the manner required by
Section 314 of the Trust Indenture Act.

                  SECTION 8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.
Each of the Sponsor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Amended and Restated Declaration of
Trust 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 pursuant to
Section 314(c)(1) of the Trust Indenture Act shall comply with Section 314(e) of
the Trust Indenture Act.

                  SECTION 8.17 NUMBER OF TRUSTEES.

                  (a) The number of Trustees shall initially be five, provided
that the Sponsor by written instrument may increase or decrease the number of
Administrative Trustees.

                  (b) If a Trustee ceases to hold office for any reason and the
number of Administrative Trustees is not reduced pursuant to Section 8.17(a), or
if the number of Trustees is increased pursuant to Section 8.17(a), a vacancy
shall occur. The vacancy shall be filled with a Trustee appointed in accordance
with Section 8.10.

                  (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a


                                       39
<PAGE>

vacancy in the number of Administrative Trustees shall occur, until such vacancy
is filled by the appointment of an Administrative Trustee in accordance with
Section 8.10, the Administrative Trustees in office, regardless of their number
(and notwithstanding any other provision of this Amended and Restated
Declaration of Trust), shall have all powers granted to the Administrative
Trustees and shall discharge the duties imposed upon the Administrative Trustees
by this Amended and Restated Declaration of Trust.

                  SECTION 8.18 DELEGATION OF POWER.

                  (a) Any Administrative 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 2.07(A), including any registration statement or
amendment thereto filed with the Commission, or making any other governmental
filing; and

                  (b) The Administrative Trustees shall have power to delegate
from time to time to such of their number the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Administrative Trustees or otherwise as the Administrative 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 8.19 ENFORCEMENT OF RIGHTS OF PROPERTY TRUSTEE BY
SECURITYHOLDERS. If (i) the Trust fails to pay Distributions in full on the
Preferred Securities for more than 20 consecutive quarterly distribution
periods, or (ii) an Event of Default occurs and is continuing, then the Holders
of Preferred Securities will rely on the enforcement by the Property Trustee of
its rights against the Sponsor and the Guarantor as the holder of the Junior
Subordinated Notes and the Guarantee trustee under the Guarantee. In addition,
the Holders of a majority in aggregate Liquidation Amount of the Preferred
Securities will have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Property Trustee or to
direct the exercise of any trust or power conferred upon the Property Trustee
under this Amended and Restated Declaration of Trust, including the right to
direct the Property Trustee to exercise the remedies available to it as a holder
of the Junior Subordinated Notes, provided that such direction shall not be in
conflict with any rule of law or with this Amended and Restated Declaration of
Trust, and could not involve the Property Trustee in personal liability in
circumstances where reasonable indemnity would not be adequate. If the Property
Trustee fails to enforce its rights under the Junior Subordinated Notes, a
Holder of Preferred Securities may, to the fullest extent permitted by
applicable law, institute a legal proceeding against the Sponsor or the
Guarantor or both to enforce its rights under this Amended and Restated
Declaration of Trust without first instituting any legal proceeding against the
Property Trustee or any other Person, including the Trust; it being understood
and intended that no one or more of such Holders shall have any right in any
manner whatsoever by virtue of, or by availing of, any provision of this Amended
and Restated Declaration of Trust to affect, disturb or prejudice the rights of
any other of such Holders or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Amended and Restated Declaration of Trust, except in the manner herein provided
and for the equal and ratable benefit of all such Holders. Notwithstanding the
foregoing, to the fullest extent permitted by applicable law, a Holder of
Preferred Securities may institute a legal proceeding


                                       40
<PAGE>

directly against the Sponsor or the Guarantor or both, without first instituting
a legal proceeding against or requesting or directing that action be taken by
the Property Trustee or any other Person, for enforcement of payment to such
Holder of principal of or interest on the Junior Subordinated Notes having a
principal amount equal to the aggregate stated liquidation amount of the
Preferred Securities of such Holder on or after the due dates therefor specified
or provided for in the Junior Subordinated Notes. The Sponsor or the Guarantor
shall be subrogated to all rights of the Holders of Preferred Securities in
respect of any amounts paid to such Holders by the Sponsor or the Guarantor
pursuant to this Section 8.19.

                                    ARTICLE 9

                           TERMINATION AND LIQUIDATION

                  SECTION 9.01 TERMINATION UPON EXPIRATION DATE. The Trust shall
automatically dissolve and terminate on December 31, 2047 (the "Expiration
Date") or earlier pursuant to Section 9.02.

                  SECTION 9.02 EARLY TERMINATION. Upon the first to occur of any
of the following events (such first occurrence, an "Early Termination Event"),
the Trust shall be dissolved and terminated in accordance with the terms hereof:

                  (i) the occurrence of a Bankruptcy Event in respect of the
         Sponsor, dissolution or liquidation of the Sponsor, or the dissolution
         of the Trust pursuant to judicial decree;

                  (ii) the delivery of written direction to the Property Trustee
         by the Sponsor at any time (which direction is optional and wholly
         within the discretion of the Sponsor) to terminate the Trust and
         distribute the Junior Subordinated Notes to Securityholders as provided
         in Section 9.04; and

                  (iii) the payment at maturity or redemption of all of the
         Junior Subordinated Notes, and the consequent payment of the Preferred
         Securities.

                  SECTION 9.03 TERMINATION. The respective obligations and
responsibilities of the Trust and the Trustees created hereby shall terminate
upon the latest to occur of the following: (a) the distribution of the Junior
Subordinated Notes by the Property Trustee to Securityholders upon the
liquidation of the Trust pursuant to Section 9.04, or, upon the redemption of
all of the Trust Securities pursuant to Section 4.02, the distribution of all
amounts or instruments required to be distributed hereunder upon the final
payment of the Trust Securities; (b) the payment of any expenses owed by the
Trust; (c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Securityholders; and (d) the filing of a certificate
of cancellation pursuant to the Delaware Statutory Trust Act.




                                       41
<PAGE>

                  SECTION 9.04 LIQUIDATION.

                  (a) If any Early Termination Event specified in clause (ii) of
Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee
shall distribute the Junior Subordinated Notes to the Securityholders as
provided in this Section 9.04.

                  (b) In connection with a distribution of the Junior
Subordinated Notes, each Holder of Trust Securities shall be entitled to
receive, after the satisfaction of liabilities to creditors of the Trust (as
evidenced by a certificate of the Administrative Trustees), a Like Amount of
Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees
by first-class mail, postage prepaid, mailed not later than 30 nor more than 60
days prior to the Liquidation Date to each Holder of Trust Securities at such
Holder's address appearing in the Securities Register. All notices of
liquidation shall:

                  (i) state the Liquidation Date;

                  (ii) state that from and after the Liquidation Date, the Trust
         Securities will no longer be deemed to be Outstanding and any Trust
         Securities Certificates not surrendered for exchange will be deemed to
         represent a Like Amount of Junior Subordinated Notes; and

                  (iii) provide such information with respect to the mechanics
         by which Holders may exchange Trust Securities Certificates for Junior
         Subordinated Notes as the Administrative Trustees or the Property
         Trustee shall deem appropriate.

                  (c) In order to effect the liquidation of the Trust and
distribution of the Junior Subordinated Notes to Securityholders, the Property
Trustee shall establish a record date for such distribution (which shall be not
more than 45 days prior to the Liquidation Date) and, either itself acting as
exchange agent or through the appointment of a separate exchange agent, shall
establish such procedures as it shall deem appropriate to effect the
distribution of Junior Subordinated Notes in exchange for the Outstanding Trust
Securities Certificates.

                  (d) After the Liquidation Date, (i) the Trust Securities will
no longer be deemed to be Outstanding, (ii) certificates representing a Like
Amount of Junior Subordinated Notes will be issued to Holders of Trust
Securities Certificates, upon surrender of such certificates to the
Administrative Trustees or their agent for exchange, (iii) any Trust Securities
Certificates not so surrendered for exchange will be deemed to represent a Like
Amount of Junior Subordinated Notes, accruing interest at the rate provided for
in the Junior Subordinated Notes from the last Distribution Date on which a
Distribution was made on such Trust Certificates until such certificates are so
surrendered (and until such certificates are so surrendered, no payments of
interest or principal will be made to Holders of Trust Securities Certificates
with respect to such Junior Subordinated Notes) and (iv) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive Junior Subordinated Notes upon surrender of Trust
Securities Certificates.

                  (e) The Sponsor will use its commercially reasonable best
efforts to have the Junior Subordinated Notes that are distributed in exchange
for the Preferred Securities listed on



                                       42
<PAGE>

such securities exchange as the Preferred Securities are then listed. The
Sponsor may elect to have the Junior Subordinated Notes issued in book-entry
form to the Clearing Agency or its nominee.

                  SECTION 9.05 BANKRUPTCY. If an Early Termination Event
specified in clause (i) of Section 9.02 has occurred, the Trust shall be
liquidated. The Property Trustee shall distribute the Junior Subordinated Notes
to the Securityholders as provided in Section 9.04, unless such distribution is
determined by the Administrative Trustees not to be practical, in which event
the Holders will be entitled to receive out of the assets of the Trust available
for distribution to Securityholders, after satisfaction of liabilities to
creditors, an amount equal to the Liquidation Amount per Trust Security plus
accrued and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"). If such Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Trust on the Trust Securities
shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder
of the Common Securities will be entitled to receive Liquidation Distributions
upon any such dissolution, winding-up or termination pro rata (determined as
aforesaid) with Holders of Preferred Securities, except that, if an Indenture
Event of Default has occurred and is continuing, the Preferred Securities shall
have a priority over the Common Securities.

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

                  SECTION 10.01 EXPENSE AGREEMENT. The Sponsor shall,
contemporaneously with the execution and delivery of this Amended and Restated
Declaration of Trust, execute and deliver the Expense Agreement.

                  SECTION 10.02 LIMITATION OF RIGHTS OF SECURITYHOLDERS. The
death or incapacity of any Person having an interest, beneficial or otherwise,
in a Trust Security shall not operate to terminate this Amended and Restated
Declaration of Trust, nor entitle the legal representatives or heirs of such
Person or any Securityholder for such Person, to claim an accounting, take any
action or bring any proceeding in and for a partition or winding up of the
arrangements contemplated hereby, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.

                  SECTION 10.03 AMENDMENT.

                  (a) This Amended and Restated Declaration of Trust may be
amended from time to time by the Trustees and the Sponsor, without the consent
of any Securityholders, (i) to cure any ambiguity, correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Amended and Restated Declaration of Trust, which shall not be inconsistent
with the other provisions of this Amended and Restated Declaration of Trust,
provided, however, that any such amendment shall not adversely affect in any
material respect the interests of any Securityholder or (ii) to modify,
eliminate or add to any provisions of this Amended and Restated Declaration of
Trust to such extent as shall be necessary to ensure that the Trust will not be
classified as other than



                                       43
<PAGE>

a grantor trust for United States federal income tax purposes at any time that
any Trust Securities are outstanding; provided, however, that, except in the
case of clause (ii), such action shall not adversely affect in any material
respect the interests of any Securityholder and, in the case of clause (i), any
amendments of this Amended and Restated Declaration of Trust shall become
effective when notice thereof is given to the Securityholders.

                  (b) Except as provided in Section 10.03(c), any provision in
this Amended and Restated Declaration of Trust may be amended by the Trust or
the Trustees with (i) the consent of Trust Securityholders representing not less
than 66-2/3% (based upon Liquidation Amounts) of the Trust Securities then
Outstanding (such consent being obtained in accordance with Section 6.03 or
6.06) and (ii) receipt by the Trustees of an Opinion of Counsel to the effect
that such amendment or the exercise of any power granted to the 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 status of an "investment company" under the Investment Company Act of 1940,
as amended.

                  (c) In addition to and notwithstanding any other provision in
this Amended and Restated Declaration of Trust, without the consent of each
affected Securityholder (such consent being obtained in accordance with Section
6.03 or 6.06), this Amended and Restated Declaration of Trust may not be amended
to (i) change the amount or timing of any Distribution on the Trust Securities
or otherwise adversely affect the amount of any Distribution required to be made
in respect of the Trust Securities as of a specified date, (ii) restrict the
right of a Securityholder to institute suit for the enforcement of any such
payment on or after such date, or (iii) change the consent required pursuant to
this Section 10.03.

                  (d) Notwithstanding any other provisions of this Amended and
Restated Declaration of Trust, the Trustees shall not enter into or consent to
any amendment to this Amended and Restated Declaration of Trust which would
cause the Trust to fail or cease to qualify for the exemption from status of an
"investment company" under the Investment Company Act of 1940, as amended,
afforded by Rule 3a-5 thereunder.

                  (e) Without the consent of the Sponsor, this Amended and
Restated Declaration of Trust may not be amended in a manner which imposes any
additional obligation on the Sponsor. In executing any amendment permitted by
this Amended and Restated Declaration of Trust, the Trustees shall be entitled
to receive, and (subject to Section 8.03) shall be fully protected in relying
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Amended and Restated Declaration of Trust. Any
Trustee may, but shall not be obligated to, enter into any such amendment which
affects such Trustee's own rights, duties, immunities or liabilities under this
Amended and Restated Declaration of Trust or otherwise.

                  (f) In the event that any amendment to this Amended and
Restated Declaration of Trust is made, the Administrative Trustees shall
promptly provide to the Sponsor a copy of such amendment.

                  SECTION 10.04 SEPARABILITY. In case any provision in this
Amended and Restated Declaration of Trust or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable,



                                       44
<PAGE>

the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  SECTION 10.05 GOVERNING LAW. THIS AMENDED AND RESTATED
DECLARATION OF TRUST AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS AMENDED AND
RESTATED DECLARATION OF TRUST AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE.

                  SECTION 10.06 SUCCESSORS. This Amended and Restated
Declaration of Trust shall be binding upon and shall inure to the benefit of any
successor to both the Trust and the Trustees, including any successor by
operation of law.

                  SECTION 10.07 HEADINGS. The Article and Section headings are
for convenience only and shall not affect the construction of this Amended and
Restated Declaration of Trust.

                  SECTION 10.08 NOTICE AND DEMAND. Any notice, demand or other
communication which by any provision of this Amended and Restated Declaration of
Trust is required or permitted to be given or served to or upon any
Securityholder or the Sponsor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (i) in the case of a
Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address appear on the Securities Register and (ii) in
the case of the Common Securityholder or the Sponsor, to Commonwealth Edison
Company, 10 S. Dearborn Street, Chicago, Illinois 60603, Attention:
____________, Facsimile No. _____________. Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

                  Any notice, demand or other communication which by any
provision of this Amended and Restated Declaration of Trust is required or
permitted to be given or served to or upon the Trust or the Trustees shall be
given in writing addressed (until another address is published by the Trust) as
follows: (i) with respect to the Property Trustee and the Delaware Trustee,
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: ____________, Facsimile No: ____________;
and (ii) with respect to the Administrative Trustees, to them at the address
above for notices to the Sponsor, marked Attention: Administrative Trustees of
ComEd Financing III, c/o Secretary. Such notice, demand or other communication
to or upon the Trust or the Trustees shall be deemed to have been sufficiently
given or made only upon actual receipt of the writing by the applicable Trustee.

                  SECTION 10.09 AGREEMENT NOT TO PETITION. Each of the Trustees
and the Sponsor agrees for the benefit of the Securityholders that, until at
least one year and one day after the Trust has been terminated in accordance
with Article IX, it shall not file, or join in the filing of, a petition against
the Trust under any bankruptcy, reorganization, arrangement, insolvency,
liquidation or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust



                                       45
<PAGE>


under any Bankruptcy Law. In the event the Sponsor takes action in violation of
this Section 10.09, the Property Trustee agrees, for the benefit of
Securityholders, that it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Sponsor against
the Trust or the commencement of such action and raise the defense that the
Sponsor has agreed in writing not to take such action and should be stopped and
precluded therefrom and such other defenses, if any, as counsel for the Trustees
or the Trust may assert. The provisions of this Section 10.09 shall survive the
termination of this Amended and Restated Declaration of Trust.

                  SECTION 10.10 CONFLICT WITH TRUST INDENTURE ACT.

                  (a) This Amended and Restated Declaration of Trust is subject
to the provisions of the Trust Indenture Act that are required to be part of
this Trustee Agreement 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 purposes of the Trust Indenture Act.

                  (c) If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included in this Amended
and Restated Declaration of Trust by any of the provisions of the Trust
Indenture Act, such required provision shall control.

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

                  SECTION 10.11 COUNTERPARTS. This Amended and Restated
Declaration of Trust may contain more than one counterpart of the signature page
and this Amended and Restated Declaration of Trust 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.

                  SECTION 10.12 NO PREEMPTIVE RIGHTS. Holders of Trust
Securities shall have no preemptive rights to subscribe for any additional
securities.

                  THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS AMENDED AND RESTATED
DECLARATION OF TRUST AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER
TERMS OF THE GUARANTEE AND THE SUBORDINATED INDENTURE AND THE AGREEMENT OF THE
TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THOSE TERMS AND PROVISIONS SHALL
BE BINDING,


                                       46
<PAGE>

OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH
OTHERS.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       47
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Declaration of Trust or have caused this Amended and Restated
Declaration of Trust to be executed on their behalf, all as of the day and year
first above written.

                                 COMMONWEALTH EDISON COMPANY,
                                            as Sponsor



                                 By:  ________________________________
                                         Title:



                                 WILMINGTON TRUST COMPANY,
                                       as Property Trustee and Delaware Trustee



                                 By:  ________________________________
                                         Title:



                                 ------------------------------------
                                 Robert E. Berdelle
                                 as Administrative Trustee



                                 ------------------------------------
                                 J. Barry Mitchell
                                 as Administrative Trustee



                                 ------------------------------------
                                 Charles S. Walls
                                 as Administrative Trustee




                                       48
<PAGE>

                                    EXHIBIT A

                  THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE
AMENDED AND RESTATED DECLARATION OF TRUST REFERRED TO HEREIN

Certificate Number                               Number of Common Securities
         C-1                                           ________



                    Certificate Evidencing Common Securities

                                       of

                               ComEd Financing III

                                Common Securities

                  (Liquidation amount $25 per Common Security)

                  ComEd Financing III, a statutory trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Commonwealth
Edison Company (the "Holder") is the registered owner of _____________ (_______)
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated the Common Securities (liquidation amount
$25 per Common Security) (the "Common Securities"). In accordance with Section
5.10 of the Amended and Restated Declaration of Trust (as defined below), the
Common Securities are not transferable, except by operation of law, and any
attempted transfer hereof shall be void. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Declaration of Trust of the Trust
dated as of ______ __, ____, as the same may be amended from time to time (the
"Amended and Restated Declaration of Trust"), including the designation of the
terms of the Common Securities as set forth therein. The Trust will furnish a
copy of the Amended and Restated Declaration of Trust to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.

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




                                       49
<PAGE>

                  IN WITNESS WHEREOF, the Administrative Trustees of the Trust
have executed this certificate this ____ day of ________, ____.

                                       ComEd Financing III

                                       By:


                                       ------------------------------------
                                       Robert E. Berdelle
                                       as Administrative Trustee

                                       By:

                                       ------------------------------------
                                       J. Barry Mitchell
                                       as Administrative Trustee

                                       By:

                                       ------------------------------------
                                       Charles S. Walls
                                       as Administrative Trustee

                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Common Securities referred to in the
within-mentioned Amended and Restated Declaration of Trust.

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



                                       By:  ____________________________
                                            Title:




                                       50
<PAGE>

                                   ASSIGNMENT

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





                                       51
<PAGE>

                                    EXHIBIT B

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

                  THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this
"Agreement") is made as of __________ __, ____, between Commonwealth Edison
Company, an Illinois corporation (the "Company"), and ComEd Financing III, a
Delaware statutory trust (the "Trust").

                  WHEREAS, the Trust intends to issue its Common Securities (the
"Common Securities") to and receive Junior Subordinated Notes from the Company,
and to issue and sell to the public its _______% Trust Preferred Securities (the
"Preferred Securities") with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Declaration of Trust
of the Trust dated as of _______ __, ____, as the same may be amended from time
to time (the "Amended and Restated Declaration of Trust"); and

                  WHEREAS, the Company is the guarantor of the Preferred
Securities.

                  NOW, THEREFORE, in consideration of the purchase by each
holder of the Preferred Securities, which purchase the Company hereby agrees
shall benefit the Company and which purchase the Company acknowledges will be
made in reliance upon the execution and delivery of this Agreement, the Company
and the Trust hereby agree as follows:

                                    ARTICLE I

                  SECTION 1.01. GUARANTEE BY THE COMPANY. Subject to the terms
and conditions hereof, the Company hereby irrevocably and unconditionally
guarantees to each person or entity 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 (as hereinafter defined) to such Beneficiaries.
As used herein, "Obligations" means any indebtedness, expenses or liabilities of
the Trust, other than obligations of the Trust to pay to holders of any
Preferred Securities or other similar interests in the Trust the amounts due
such holders pursuant to the terms of the Preferred Securities or such other
similar interests, as the case may be. This Agreement 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.

                  SECTION 1.02. TERM OF AGREEMENT. This Agreement shall
terminate and be of no further force and effect upon the date on which there are
no Beneficiaries remaining; provided, however, that this 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 Agreement dated the date hereof between the
Company and Wilmington Trust Company, as guarantee trustee, or under this
Agreement for any reason whatsoever. This Agreement is continuing, irrevocable,
unconditional and absolute.

                  SECTION 1.03. WAIVER OF NOTICE. The Company hereby waives
notice of acceptance of this Agreement and of any Obligation to which it applies
or may apply, and the Company hereby


                                       52
<PAGE>

waives presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

                  SECTION 1.04. NO IMPAIRMENT. The obligations, covenants,
agreements and duties of the Company under this Agreement shall in no way be
affected or impaired by reason of the happening from time to time of any of the
following:

                           (a) the extension of time for the payment by the
         Trust of all or any portion of the Obligations or for the performance
         of any other obligation under, arising out of, or in connection with,
         the Obligations;

                           (b) any failure, omission, delay or lack of diligence
         on the part of the Beneficiaries to enforce, assert or exercise any
         right, privilege, power or remedy conferred on the Beneficiaries with
         respect to the Obligations or any action on the part of the Trust
         granting indulgence or extension of any kind; or

                           (c) the voluntary or involuntary liquidation,
         dissolution, sale of any collateral, receivership, insolvency,
         bankruptcy, assignment for the benefit of creditors, reorganization,
         arrangement, composition or readjustment of debt of, or other similar
         proceedings affecting, the Trust or any of the assets of the Trust.

                  There shall be no obligation of the Beneficiaries to give
notice to, or obtain the consent of, the Company with respect to the happening
of any of the foregoing.

                  SECTION 1.05. ENFORCEMENT. A Beneficiary may enforce this
Agreement directly against the Company and the Company waives any right or
remedy to require that any action be brought against the Trust or any other
person or entity before proceeding against the Company.

                                   ARTICLE II

                  SECTION 2.01. BINDING EFFECT. All guarantees and agreements
contained in this Agreement shall bind the successors, assigns, receivers,
trustees and representatives of the Company and shall inure to the benefit of
the Beneficiaries.

                  SECTION 2.02. AMENDMENT. So long as there remains any
Beneficiary or any Preferred Securities of any series are outstanding, this
Agreement shall not be modified or amended in any manner adverse to such
Beneficiary or to the holders of the Preferred Securities.

                  SECTION 2.03. NOTICES. Any notice, request or other
communication required or permitted to be given hereunder shall be given in
writing by delivering the same against receipt therefor by facsimile
transmission (confirmed by mail), telex or by registered or certified mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer-back, if sent by telex):

                  If to the Company:




                                       53
<PAGE>

                  Commonwealth Edison Company
                  10 S. Dearborn Street
                  Chicago, IL 60603
                  Attention: _________________________

                  If to the Trust:

                  ComEd Financing III
                  c/o Commonwealth Edison Company
                  10 S. Dearborn Street
                  Chicago, IL 60603
                  Attention: _________________________

                  Section 2.04. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

                  THIS AGREEMENT is executed as of the date and year first above
written.

                                       COMMONWEALTH EDISON COMPANY



                                       By:  ________________________________
                                               Title:


                                       ComEd FINANCING III

                                       By:

                                       ____________________________________
                                       ___________________________, as
                                       Administrative Trustee




                                       54
<PAGE>

                                    EXHIBIT C

                  [IF THIS PREFERRED SECURITY IS TO BE A BOOK-ENTRY PREFERRED
SECURITY INSERT -- This Preferred Security is a Book-Entry Preferred Securities
Certificate within the meaning of the Amended and Restated Declaration of Trust
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 Amended and Restated Declaration of Trust 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 is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the Trust or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.]

Certificate Number                                Number of Preferred Securities

                                                          ---------

      P-1                                         CUSIP NO.  _________

                   Certificate Evidencing Preferred Securities

                                       of

                               ComEd Financing III

                       ______% Trust Preferred Securities
                 (Liquidation amount $25 per Preferred Security)


                  ComEd Financing III, a statutory trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of _______ MILLION (_______) preferred
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the ComEd Financing III ______% Trust
Preferred Securities (liquidation amount $25 per Preferred 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 as
provided in Section 5.04 of the Amended and Restated Declaration of Trust (as
defined below). The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Declaration of Trust of the Trust, dated as of _______ __, ____, as the
same may be amended from time to time (the "Amended and Restated Declaration of
Trust"), including


                                       55
<PAGE>

the designation of the terms of Preferred Securities as set forth therein.
Capitalized terms used herein but not defined shall have the meaning given them
in the Amended and Restated Declaration of Trust. The holder of this certificate
is entitled to the benefits of the Guarantee to the extent provided therein. The
Trust will furnish a copy of the Amended and Restated Declaration of Trust, the
Guarantee and the Subordinated Indenture to the holder of this certificate
without charge upon written request to the Trust at its principal place of
business or registered office.

                  Upon receipt of this certificate, the holder of this
certificate is bound by the Amended and Restated Declaration of Trust and is
entitled to the benefits thereunder.

                  By acceptance, the holder of this certificate agrees to treat,
for United States federal income tax purposes, the Junior Subordinated Notes as
indebtedness and the Preferred Securities as evidence of indirect beneficial
ownership in the Junior Subordinated Notes.

                  IN WITNESS WHEREOF, the Administrative Trustees of the Trust
have executed this certificate this ____ day of ________, ____.

                                       ComEd FINANCING III

                                       By:


                                       ------------------------------------
                                       Robert E. Berdelle
                                       as Administrative Trustee

                                       By:

                                       ------------------------------------
                                       J. Barry Mitchell
                                       as Administrative Trustee

                                       By:

                                       ------------------------------------
                                       Charles S. Walls
                                       as Administrative Trustee

                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Preferred Securities referred to in the
within-mentioned Amended and Restated Declaration of Trust.

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




                                       56
<PAGE>







                                       By:  ___________________________
                                                Title:





                                       57
<PAGE>

                          [FORM OF REVERSE OF SECURITY]
                  Each Preferred Security will be entitled to receive cumulative
Distributions at a rate of __% per annum applied to the stated liquidation
amount of $25 per Preferred Security, such rate being the rate of interest
payable on the Junior Subordinated Notes to be held by the Property Trustee.
Distributions in arrears for more than one quarter will bear interest thereon
compounded quarterly at a rate of __% per annum (to the extent permitted by
applicable law). Distributions shall be made and shall be deemed payable on each
Distribution Date only to the extent that the Trust has legally and immediately
available funds in the Payment Account for the payment of such Distributions.
The amount of Distributions payable for any full quarterly period will be
computed on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full quarterly period for which Distributions are
computed, Distributions will be computed on the basis of the actual number of
days elapsed in such a 90-day quarter.

                  Distributions on the Preferred Securities will be cumulative,
will accrue from the Issue Date and, except in the event that the Sponsor
exercises its right to extend the interest payment period for the Junior
Subordinated Notes pursuant to the Subordinated Indenture, will be payable
quarterly in arrears on _____________, ____________, ____________ and
____________ of each year, commencing on _______________. Distributions,
including Additional Amounts (as defined below), if any, on the Preferred
Securities on each Distribution Date will be payable to the Holders thereof as
they appear on the Securities Register for the Trust Securities on the relevant
record dates. While the Preferred Securities remain in book-entry only form, the
relevant record dates shall be one Business Day prior to the relevant payment
dates which payment dates correspond to the interest payment dates on the Junior
Subordinated Notes. If the Preferred Securities shall not continue to remain in
book-entry only form, the relevant record dates for the Preferred Securities
shall conform to the rules of any securities exchange on which the Preferred
Securities are listed and, if none, shall be selected by the Administrative
Trustees, which dates shall be at least one Business Day but less than 60
Business Days before the relevant payment dates, which payment dates shall
correspond to the interest payment dates on the Junior Subordinated Notes. If
the interest payment period for the Junior Subordinated Notes is extended by the
Sponsor pursuant to the Subordinated Indenture (an "Extension Period"), no
interest will be due and payable on the Junior Subordinated Notes. As a
consequence of an Extension Period, Distributions will also be deferred,
provided that quarterly Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at a rate of __% per annum,
compounded quarterly ("Additional Amounts") during any such Extension Period.
The payment of such deferred interest, together with Additional Amounts, will be
distributed to the Holders of the Trust Securities as received at the end of any
Extension Period; provided, however, that the Trust may distribute such amounts
earlier if the Sponsor prepays interest accrued on the Junior Subordinated Notes
prior to the end of any Extension Period as permitted by the Subordinated
Indenture.

                  The Preferred Securities shall be redeemable as provided in
the Amended and Restated Declaration of Trust.




                                       58
<PAGE>

\                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security 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)


                                       59