Exhibit 4.3








                          PECO ENERGY CAPITAL TRUST IV


                    AMENDED AND RESTATED DECLARATION OF TRUST

                                      among

                        PECO ENERGY COMPANY, as Sponsor,

                  WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
                    as Delaware Trustee and Property Trustee,

                                       and

            J. Barry Mitchell, George R. Shicora and Charles S. Walls

                           as Administrative Trustees


                            Dated as of June 24, 2003



<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

<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.................................9
         Section 2.03        Organizational Expenses..............................................................9
         Section 2.04        Issuance of the Preferred Securities.................................................9
         Section 2.05        Purchase of Debentures; 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....................................10
         Section 2.08        Assets of Trust.....................................................................14
         Section 2.09        Title to Trust Property.............................................................14
         Section 2.10        Mergers and Consolidations of the Trust.............................................14

Article 3 Payment Account..................................................................... ..................15

         Section 3.01        Payment Account.....................................................................15

Article 4 Distributions; Redemption..............................................................................15

         Section 4.01        Distributions.......................................................................15
         Section 4.02        Redemption..........................................................................17
         Section 4.03        Subordination of Common Securities..................................................19
         Section 4.04        Payment Procedures..................................................................19
         Section 4.05        Tax Returns and Reports.............................................................19

Article 5 Trust Securities Certificates..........................................................................19

         Section 5.01        Initial Ownership...................................................................19
         Section 5.02        The Trust Securities Certificates...................................................20
         Section 5.03        Authentication of Trust Securities Certificates.....................................20
         Section 5.04        Registration of Transfer and Exchange of Preferred Securities
                             Certificates........................................................................20
         Section 5.05        Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates..................21
         Section 5.06        Persons Deemed Securityholders......................................................21
         Section 5.07        Access to List of Securityholders' Names and Addresses..............................21
         Section 5.08        Maintenance of Office or Agency.....................................................22
         Section 5.09        Appointment of Paying Agent.........................................................22
         Section 5.10        Ownership of Common Securities by Sponsor...........................................22
         Section 5.11        Book-Entry Preferred Securities Certificates; Common Securities
                             Certificate.........................................................................23
         Section 5.12        Notices to Clearing Agency..........................................................23
         Section 5.13        Definitive Preferred Securities Certificates........................................23
         Section 5.14        Rights of Securityholders...........................................................24


                                       i

<PAGE>


Article 6 Acts of Securityholders; Meetings; Voting..............................................................24

         Section 6.01        Limitations on Voting Rights........................................................24
         Section 6.02        Notice of Meetings..................................................................25
         Section 6.03        Meetings of Preferred Securityholders...............................................25
         Section 6.04        Voting Rights.......................................................................26
         Section 6.05        Proxies, etc........................................................................26
         Section 6.06        Securityholder Action by Written Consent............................................26
         Section 6.07        Record Date for Voting and Other Purposes...........................................26
         Section 6.08        Acts of Securityholders.............................................................26
         Section 6.09        Inspection of Records...............................................................27

Article 7 Representations and Warranties of the Property Trustee and Delaware Trustee............................27

         Section 7.01        Representations and Warranties of Property Trustee..................................27
         Section 7.02        Representations and Warranties of Delaware Trustee..................................28

Article 8 The Trustees...........................................................................................28

         Section 8.01        Certain Duties and Responsibilities.................................................28
         Section 8.02        Notice of Defaults..................................................................30
         Section 8.03        Certain Rights of Property Trustee..................................................30
         Section 8.04        Not Responsible for Recitals or Issuance of Securities..............................32
         Section 8.05        May Hold Securities.................................................................32
         Section 8.06        Compensation; Fees; Indemnity.......................................................32
         Section 8.07        Trustees Required; Eligibility......................................................33
         Section 8.08        Conflicting Interests...............................................................33
         Section 8.09        Co-Trustees and Separate Trustee....................................................33
         Section 8.10        Resignation and Removal; Appointment of Successor...................................34
         Section 8.11        Acceptance of Appointment by Successor..............................................35
         Section 8.12        Merger, Conversion, Consolidation or Succession to Business.........................36
         Section 8.13        Preferential Collection of Claims Against Sponsor or Trust..........................36
         Section 8.14        Reports by Property Trustee.........................................................36
         Section 8.15        Reports to the Property Trustee.....................................................37
         Section 8.16        Evidence of Compliance with Conditions Precedent....................................37
         Section 8.17        Number of Trustees..................................................................37
         Section 8.18        Delegation of Power.................................................................37
         Section 8.19        Enforcement of Rights of Property Trustee by Securityholders........................38

Article 9 Termination and Liquidation............................................................................38

         Section 9.01        Termination Upon Expiration Date....................................................38
         Section 9.02        Early Termination...................................................................38
         Section 9.03        Termination.........................................................................39
         Section 9.04        Liquidation.........................................................................39
         Section 9.05        Bankruptcy..........................................................................40



                                       ii

<PAGE>




Article 10 Miscellaneous Provisions..............................................................................40

         Section 10.01       Expense Agreement...................................................................40
         Section 10.02       Limitation of Rights of Securityholders.............................................40
         Section 10.03       Amendment...........................................................................41
         Section 10.04       Separability........................................................................42
         Section 10.05       Governing Law.......................................................................42
         Section 10.06       Successors..........................................................................42
         Section 10.07       Headings............................................................................42
         Section 10.08       Notice and Demand...................................................................42
         Section 10.09       Agreement Not to Petition...........................................................43
         Section 10.10       Conflict with Trust Indenture Act...................................................43
         Section 10.11       Counterparts........................................................................43
         Section 10.12       No Preemptive Rights................................................................43

</TABLE>

                                      iii


<PAGE>
<TABLE>
<CAPTION>

                             CROSS-REFERENCE TABLE*

                        Section of                                                  Section of
          Trust Indenture Act of 1939, as amended                   Amended and Restated Declaration of Trust
          ---------------------------------------                   -----------------------------------------

<S>                      <C>   <C>                                                     <C>
                         310(a)(1)                                                     8.07
                         310(a)(2)                                                     8.07
                         310(a)(3)                                                     8.09
                         310(a)(4)                                                   2.07(B)
                          310(b)                                                       8.08
                          311(a)                                                       8.13
                          311(b)                                                       8.13
                          312(a)                                                       5.07
                          312(b)                                                       5.07
                          312(c)                                                       5.07
                          313(a)                                                       8.14
                          313(b)                                                       8.14
                          313(c)                                                       8.14
                          313(d)                                                       8.14
                          314(a)                                                       8.15
                          314(b)                                                   Inapplicable
                         314(c)(1)                                                  8.16, 1.01
                         314(c)(2)                                                  8.16, 1.01
                         314(c)(3)                                                 Inapplicable
                          314(d)                                                   Inapplicable
                          314(e)                                                       1.01
                          315(a)                                                 8.01(a), 8.03(i)
                          315(b)                                                   8.02, 10.08
                          315(c)                                                     8.01(a)
                          315(d)                                                    8.01, 8.03
                          315(e)                                                   Inapplicable
                          316(a)                                                   Inapplicable
                       316(a)(1)(A)                                                Inapplicable
                       316(a)(1)(B)                                                Inapplicable
                         316(a)(2)                                                 Inapplicable
                         316(b)                                                    Inapplicable
                         316(c)                                                    Inapplicable
                         317(a)(1)                                                 Inapplicable
                         317(a)(2)                                                 Inapplicable
____________________________

*        This Cross-Reference Table does not constitute part of the Amended and Restated Declaration of
         Trust and shall not affect the interpretation of any of its

</TABLE>


<PAGE>




                    AMENDED AND RESTATED DECLARATION OF TRUST


                  THIS AMENDED AND RESTATED DECLARATION OF TRUST is made as of
June 24, 2003, by and among (i) PECO Energy Company, a Pennsylvania corporation
(the "Sponsor" or the "Company"), (ii) Wachovia Trust Company, National
Association, a national banking association, as Delaware trustee and property
trustee (the "Delaware Trustee" and the "Property Trustee," respectively, and,
in its separate corporate capacity and not in its capacity as Delaware Trustee
or Property Trustee, the "Bank"), (iii) J. Barry Mitchell, an individual, George
R. Shicora, 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.

                                   WITNESSETH:

                  WHEREAS, the Sponsor, the Delaware Trustee and J. Barry
Mitchell, as Administrative Trustee, have heretofore duly declared and
established a statutory trust pursuant to the Delaware Statutory Trust Act by
entering into that certain Declaration of Trust, dated as of May 9, 2003 (the
"Original Declaration of Trust"), and by the execution and filing by the
Delaware Trustee and J. Barry Mitchell, as Administrative Trustee, with the
Secretary of State of the State of Delaware of the Certificate of Trust, dated
May 8, 2003 and filed on May 9, 2003 (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, as Property Trustee, and
George R. Shicora and Charles S. Walls, as Administrative Trustees of the Trust,
(ii) the acquisition by the Trust from the Sponsor of all of the right, title
and interest in the Debentures, (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    DefinitionsFor 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;

                  (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


<PAGE>


                  (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 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:

                  (a) 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 liquidation of its affairs, and the continuance of such
         decree or order unstayed and in effect for a period of 60 consecutive
         days; or

                  (b) 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.


                                       2
<PAGE>


                  "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 a Saturday or a Sunday
or any other day on which banking institutions in Wilmington, Delaware or New
York, New York are authorized or obligated by law, executive order or regulation
to close, or a day on which the Corporate Trust Office is closed for business.

                  "Certificate Depository Agreement" means the Letter of
Representations among the Trust, the Property Trustee and The Depository Trust
Company, as the initial Clearing Agency, dated June 24, 2003, 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.

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

                  "Common Security" means an undivided beneficial interest in
the assets of the Trust having a Liquidation Amount of $1,000 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.

                  "Corporate Trust Office" means the office of the Property
Trustee or the Delaware Trustee, as the case may be, at which its corporate
trust business shall be principally administered, which office as of the date
hereof, in each such case, is located at One Rodney Square, 920 King Street,
Suite 102, Wilmington, DE 19801, Attention: Corporate Trust
Administration/Delaware, Facsimile No.: (302) 888-7544.

                  "Debentures" means the $103,093,000 aggregate principal amount
of the Sponsor's 5.75% Deferrable Interest Subordinated Debentures due June 15,
2033 issued pursuant to the Subordinated Indenture.


                                       3
<PAGE>


                  "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 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 the occurrence of an Indenture Event
of Default (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).

                  "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 Wachovia Trust Company, National
Association, 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 Certificate" means the officer's certificate of the
Sponsor dated as of June 24, 2003 and issued pursuant to Section 2.01 of the
Subordinated Indenture.

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

                  "Indenture Redemption Date" means a date on which Debentures
are redeemed by the Sponsor pursuant to the Subordinated Indenture, whether upon
repayment, in whole or part, at maturity or upon early redemption (either at the
Sponsor's option or pursuant to a Special Event).

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


                                       4
<PAGE>


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

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

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

                  "Liquidation Amount" means the stated amount of $1,000 per
Trust Security.

                  "Liquidation Date" means the date on which Debentures 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.

                  "Maturity Redemption Price" means, with respect to a
redemption of Trust Securities, an amount equal to the principal of and accrued
and unpaid interest on the Debentures as of the maturity date thereof.

                  "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:

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

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

                  (c) 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

                  (d) 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.



                                       5
<PAGE>


                  "Optional Redemption Price" means, with respect to a
redemption of Trust Securities, an amount equal to the greater of:

                  (a) 100% of the principal amount of the Debentures being
         redeemed, or

                  (b) as determined by the Quotation Agent, the sum of the
         present values of scheduled payments of principal and interest thereon
         for the Remaining Life, discounted to the redemption date on a
         semiannual basis (assuming a 360-day year consisting of twelve 30-day
         months) at the Treasury Rate plus .30%,

plus, in either case, accrued and unpaid interest on the Debentures being
redeemed, including any Compounded Interest and Additional Amounts (as such
terms are defined in the Indenture Certificate), to the redemption date.

                  "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:

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

                  (b) 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

                  (c) 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 (i) 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 (ii) 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).


                                       6
<PAGE>


                  "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 Debentures will
be held and from which the Property Trustee shall make payments to the
Securityholders in accordance with Sections 4.01 and 4.02.

                  "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 interest in
the assets of the Trust having a Liquidation Amount of $1,000 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 and not in its individual capacity, or its successor in interest in such
capacity, or any successor "Property Trustee" as herein provided.

                  "Quotation Agent" has the meaning specified in the Indenture
Certificate.

                  "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:

                  (a) in the case of the repayment of the Trust Securities as a
         result of the repayment of the Debentures at maturity, the Maturity
         Redemption Price;

                  (b) in the case of the redemption of Trust Securities as a
         result of the optional redemption of the Debentures upon the occurrence
         of a Special Event, the Special Event Redemption Price; and

                  (c) in the case of the redemption of Trust Securities as a
         result of the optional redemption of the Debentures other than as a
         result of the occurrence of a Special Event, the Optional Redemption
         Price.

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

                  "Remaining Life" has the meaning specified in the Indenture
Certificate.

                  "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 Office of the Trustee customarily performing functions
similar to those



                                       7
<PAGE>


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.

                  "Special Event" has the meaning specified in the Indenture
Certificate.

                  "Special Event Redemption Price" means, with respect to a
redemption of Trust Securities, an amount equal to the greater of:

                  (a) 100% of the principal amount of the Debentures, or

                  (b) as determined by the Quotation Agent, the sum of the
         present values of scheduled payments of principal and interest thereon
         for the Remaining Life, discounted to the redemption date on a
         semiannual basis (assuming a 360-day year consisting of twelve 30-day
         months) at the Treasury Rate plus .50%,

plus, in either case, accrued and unpaid interest on the Debentures, including
any Compounded Interest and Additional Amounts (as such terms are defined in the
Indenture Certificate), to the redemption date.

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

                  "Subordinated Indenture" means the Indenture, dated as of June
24, 2003, between the Sponsor and the Indenture Trustee, as heretofore
supplemented and as supplemented by the Indenture Certificate.

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

                  "Treasury Rate" has the meaning specified in the Indenture
Certificate.

                  "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 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" shall mean, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.


                                       8
<PAGE>


                  "Trust Property" means (i) the Debentures, (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 June 17, 2003, 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 "PECO Energy Capital Trust
IV," 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 and the other Trustees.

         Section 2.02    Offices of the Trustees; Principal Place of Business

         The address of the Property Trustee and the Delaware Trustee is c/o
Wachovia Trust Company, National Association, One Rodney Square, 920 King
Street, Suite 102, Wilmington, DE 19801, Attention: Corporate Trust
Administration/Delaware, 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
PECO Energy Company, 2301 Market Street, Philadelphia, PA 19101, Attention:
Secretary. The principal place of business of the Trust is c/o PECO Energy
Company, 2301 Market Street, Philadelphia, PA 19101. 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    Organizational Expenses

         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 100,000
Preferred Securities having an aggregate Liquidation Amount of $100,000,000,
against receipt of the aggregate purchase price of such Preferred Securities of
$99,394,000.




                                       9
<PAGE>


         Section 2.05    Purchase of Debentures; 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 3,093 Common
Securities having an aggregate Liquidation Amount of $3,093,000, against payment
by the Sponsor of $3,074,256. Contemporaneously therewith, the Administrative
Trustees, on behalf of the Trust, shall purchase from the Sponsor Debentures,
registered in the name of the Property Trustee, on behalf of the Trust and the
Holders, and having an aggregate principal amount equal to $103,093,000, and, in
satisfaction of the purchase price for such Debentures, the Administrative
Trustees, on behalf of the Trust, shall deliver to the Sponsor the sum of
$102,468,256.

         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
Debentures, and (ii) to engage in those activities necessary, incidental,
appropriate or convenient thereto. The Sponsor hereby appoints the Trustees, 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 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, Article 8, and in
accordance with the following paragraphs A and B, the Trustees shall have the
power and authority, and hereby are authorized, 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) establish and maintain a Payment Account pursuant to
         Article III or otherwise in accordance with this Amended and Restated
         Declaration of Trust;

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

                  (iii) 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 Debentures to
         Holders of Trust Securities;


                                       10
<PAGE>


                  (iv) 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;

                  (v) 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;

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

                  (vii) to give the Sponsor and the Property Trustee prompt
         written notice of the occurrence of any Special Event (as defined in
         the Indenture Certificate) 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;

                  (viii) 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 ss. 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;

                  (ix) 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)(iv), the Property Trustee has the power to bring such Legal
         Action;

                  (x) 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;

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

                  (xii) to give the certificate on behalf of the Company, as
         obligor (as defined in the Trust Indenture Act), to the Property
         Trustee required by ss. 314(a)(4) of the Trust Indenture Act, which
         certificate may be executed by any Administrative Trustee;

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

                  (xiv) 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;



                                       11
<PAGE>


                  (xv) 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;

                  (xvi) to issue and sell the Trust Securities pursuant to the
         terms of this Amended and Restated Declaration of Trust;

                  (xvii) 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;

                  (xviii) 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;

                  (xix) to assist in the listing of the Preferred Securities
         upon such securities exchanges or national trading markets, 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;

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

                  (xxi) 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;

                  (xxii) 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

                  (xxiii) 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 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) establish and maintain the Payment Account pursuant to
         Article III or otherwise in accordance with this Amended and Restated
         Declaration of Trust;

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

                  (iii) 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 Debentures to
         Holders of Trust Securities;


                                       12
<PAGE>


                  (iv) 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 express duties and obligations under this Amended
         and Restated Declaration of Trust or the Trust Indenture Act;

                  (v) 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;

                  (vi) to the extent that it is designated as the Securities
         Registrar, to register transfers of the Trust Securities and otherwise
         take action with respect to the Trust Securities in accordance with the
         express provisions of this Amended and Restated Declaration of Trust;
         and

                  (vii) except as otherwise provided in this Section 2.07B, the
         Property Trustee shall have none of the powers, duties, authority or
         liabilities of the Administrative Trustees set forth in Section 2.07A.

         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 or
consent to 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):

                  (i) if required, 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) if deemed necessary or advisable by the Sponsor, 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;


                                       13
<PAGE>


                  (iv) if required, 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 Debentures 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.

         F. To the extent that Trust Property is deemed to be subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Holders
of Preferred Securities that are "employee benefit plans" within the meaning of
section 3(3) of ERISA shall be deemed to have directed the Trustees to invest in
the Debentures.

         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 Debentures shall vest automatically
in each Person who may thereafter be appointed as Property Trustee in accordance
with the terms hereof. Such vesting and 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, the Delaware Trustee or the Property Trustee, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any state; 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 Preferred Securities (herein referred
to as the "Successor Securities") so long as the Successor Securities rank the
same as the Preferred Securities rank in priority with respect to


                                       14
<PAGE>


Distributions and payments upon liquidation, redemption and otherwise, (ii) the
Sponsor expressly appoints a trustee of such successor entity possessing
substantially the same powers and duties as the Property Trustee as the holder
of legal title to the Debentures, (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, if any, 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, (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 (C) following such merger, consolidation,
amalgamation or replacement, the Trust (or the successor entity) will continue
to be classified as a grantor trust for United States federal income tax
purposes, 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.

                                    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 Debentures. 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



                                       15
<PAGE>


          period for the Debentures pursuant to Section (k) of the Indenture
          Certificate, shall be payable semiannually in arrears on June 15 and
          December 15 of each year, commencing on December 15, 2003. 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 5.75% per annum of the Liquidation Amount of the
         Trust Securities, such rate being the rate of interest payable on the
         Debentures to be held by the Property Trustee. Distributions in arrears
         for more than one semiannual period will bear interest thereon
         compounded semiannually at 5.75% per annum (to the extent permitted by
         applicable law). The amount of Distributions payable for any full
         semiannual 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 month
         for which Distributions are computed, Distributions will be computed on
         the basis of the actual number of days elapsed in any such partial
         month. If the interest payment period for the Debentures is extended by
         the Sponsor pursuant to Section (k) of the Indenture Certificate (an
         "Extension Period"), no interest shall be due and payable on the
         Debentures. As a consequence of an Extension Period, Distributions will
         also be deferred, provided that semiannual Distributions will continue
         to accrue with interest thereon (to the extent permitted by applicable
         law) at 5.75% per annum compounded semiannually ("Additional Amounts")
         during any such Extension Period. Such deferred Distributions, 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 Debentures 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 Debentures. 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 more than 60 Business Days before the relevant payment dates,
         which payment dates correspond to the interest payment dates on the
         Debentures. 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 Debentures 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.



                                       16
<PAGE>

                  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 Indenture Redemption Date with respect to the
         Debentures (other than following the distribution of the Debentures 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
         applicable Redemption Price.

                  (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 applicable 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 applicable 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 applicable Redemption Price with the proceeds
         from the contemporaneous redemption of Debentures. Redemptions of the
         Trust Securities shall be made and the applicable 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 (if other than the Property
         Trustee) irrevocable instructions to pay such 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 applicable Redemption Price, but
         without

                                       17
<PAGE>


          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 applicable 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 applicable 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 $1,000.
         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 $1,000 or integral multiple thereof)
         of the Liquidation Amount of Preferred Securities of a denomination
         larger than $1,000. The Property Trustee shall promptly notify the
         Securities Registrar (if other than the Property Trustee) 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) Less than all the outstanding Trust Securities may not be
         redeemed unless all accrued and unpaid Distributions have been paid on
         all Trust Securities for all semiannual distribution periods
         terminating on or before the date of redemption.

                  (g) 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.





                                       18
<PAGE>


         Section 4.03    Subordination of Common Securities.

                  (a) Payment of Distributions (including Additional Amounts, if
         applicable) on, and the applicable Redemption Price of, the Trust
         Securities, as the case may be, 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 the
         applicable 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 applicable 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 the applicable Redemption Price of, Preferred Securities then due
         and payable.

                  (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



                                       19
<PAGE>


 Sponsor shall be the sole beneficial owner of the Trust.

         Section 5.02    The Trust Securities Certificates

         Each of the Trust Securities Certificates shall be issued in minimum
denominations of $1,000 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 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. Upon the written
order of the Trust signed by the Administrative Trustees, the Property Trustee
shall authenticate and make available for delivery the Trust Security
Certificates.

         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, one or more of the Administrative Trustees shall execute and cause the
Property Trustee to authenticate and deliver 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.


                                       20
<PAGE>


                  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 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, the Property Trustee 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 the Property Trustee to
authenticate and make 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




                                       21
<PAGE>

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 the Sponsor, the Property Trustee or the 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 the Corporate Trust Office of the Property Trustee,
Wachovia Trust Company, National Association, as its office 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. To the fullest extent
permitted by law, 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 NOT TRANSFERABLE
EXCEPT AS PROVIDED IN THE AMENDED AND



                                       22
<PAGE>


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 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 Holders to the Clearing Agency,
and shall have no obligations to provide notice to the Owners.

         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


                                       23
<PAGE>


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 the Property
Trustee to authenticate and deliver 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 an
undivided beneficial 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, 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 Debentures 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 Debentures, (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
         Debentures shall be due and payable or (iv) consent to any amendment,
         modification or termination of the Subordinated Indenture or the
         Debentures, where such consent shall be required, or to any other
         action, as holder of the Debentures, 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



                                       24
<PAGE>


          Preferred Securities; provided, however, that where a consent under
          the Subordinated Indenture would require the consent of each holder of
          Debentures 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 Debentures. In addition to
          obtaining the foregoing approvals of the Holders of the Preferred
          Securities, prior to taking any of the foregoing actions, the
          Administrative Trustees and the Property Trustee 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 the Outstanding
         Preferred Securities (based upon their Liquidation Amount). In addition
         to obtaining the foregoing approvals of the Holders of the Preferred
         Securities, prior to taking any of the foregoing actions, the
         Administrative Trustees and the Property Trustee 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.

         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 Outstanding 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 Outstanding 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 Outstanding Preferred Securities (based


                                       25
<PAGE>


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 $1,000 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. 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.

         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 60 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



                                       26
<PAGE>


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.

         Section 6.09    Inspection of Records

         Upon reasonable notice to the Trustees, the records of the Trust, and
the records of any Trustee as such records relate to 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 national bank 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 have 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 do 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 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 have 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'


                                       27
<PAGE>


          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




                                       28
<PAGE>

          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 or a Paying
         Agent 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 Trustee or a Paying Agent 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 and, 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), willful misconduct or
         bad faith. 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 Debentures 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 in writing
         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

                                       29
<PAGE>


          Account maintained by the Property Trustee pursuant to Section 3.01
          and except to the extent otherwise required by law; and

                  (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;

                  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;

                  (f) 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

                  (g) 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:

                  (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, Officer's Certificate, written
         representation of a Holder or transferee, certificate of auditors or
         any other certificate,


                                       30
<PAGE>


          statement, instrument, opinion, report, notice, request, consent,
          order, appraisal, bond, note or other evidence of indebtedness 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 security or indemnity reasonably satisfactory to it 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, note or other evidence of indebtedness
         or other document, unless requested in writing to do so by one or more
         Securityholders;

                  (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, and the Property Trustee shall not
         be liable for the action, default or misconduct of such 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; and

                  (vii) whenever in the administration of this Amended and
         Restated Declaration of Trust the Property Trustee shall deem it
         desirable that a matter, including the compliance of any covenant in
         connection therewith or condition thereto, be established before
         undertaking, suffering or omitting to take any action hereunder, the
         Property Trustee may (unless other evidence thereof is herein
         specifically prescribed), in the absence of bad faith on its part,
         request and conclusively rely upon an Officer's Certificate which, upon
         receipt of such request, shall be promptly delivered by the Sponsor or
         the Administrative Trustees.


                                       31
<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 1, 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 to the extent any
         such expense, disbursement or advance is attributable to their willful
         misconduct, gross negligence (ordinary negligence in the case of the
         Property Trustee) or bad faith;

                  (3) to indemnify each of the Trustees and the Bank for, and to
         hold each of the Trustees and the Bank harmless against, any and all
         loss, damage, claims, liability or expense of any kind whatsoever to
         the extent incurred without willful misconduct, gross negligence
         (ordinary negligence in the case of the Property Trustee) 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; and

                  (4) to advance expenses (including legal fees) incurred by
         each of the Trustees and the Bank in defending any claim, demand,
         action, suit or proceeding, from time to time, prior to the final
         disposition of such claim, demand, action, suit or proceeding, upon
         receipt by the Sponsor of an undertaking by or on behalf of such
         Trustee or the Bank, as the case may be, to repay such amount if it
         shall be determined such Trustee or the Bank, as the case may be, is
         not entitled to be indemnified as authorized in this Section 8.06.

                  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.



                                       32
<PAGE>


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


                                       33
<PAGE>


         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.

         If the Relevant Trustee is an Administrative Trustee, such Relevant
Trustee may resign at any time by giving written notice thereof to the other
Trustees and to the Sponsor. If the Relevant Trustee is a Trustee other than an
Administrative Trustee, such 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.


                                       34
<PAGE>


         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. 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); 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 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 (other than an Administrative 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 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.



                                       35
<PAGE>

         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 Debentures 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, 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, 2004, 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.


                                       36
<PAGE>


         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, dissolve or terminate the Trust. Whenever a 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.



                                       37
<PAGE>



         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 ten consecutive semiannual 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 as the holder of the Debentures. 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 Debentures,
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 Debentures, a Holder of Preferred Securities may, to the
fullest extent permitted by applicable law, institute a legal proceeding against
the Sponsor to enforce such Holder's 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 directly against the
Sponsor 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
Debentures 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 Debentures. The Sponsor shall be
subrogated to all rights of the Holders of Preferred Securities in respect of
any amounts paid to such Holders by the Sponsor pursuant to this Section 8.19.

                                    Article 9
                           Termination and Liquidation

         Section 9.01    Termination Upon Expiration Date

         The Trust shall automatically dissolve on June 15, 2034 (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 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 dissolve the Trust and
         distribute the Debentures to Securityholders as provided in Section
         9.04; and


                                       38
<PAGE>


                  (iii) the payment at maturity or redemption of all of the
         Debentures, 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 Debentures 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.

         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 Debentures to the Securityholders as
         provided in this Section 9.04.

                  (b) In connection with a distribution of the Debentures, each
         Holder of Trust Securities shall be entitled to receive, after the
         satisfaction (whether by payment or reasonable provision for payment)
         of liabilities to creditors of the Trust (as evidenced by a certificate
         of the Administrative Trustees), a Like Amount of Debentures. 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 Debentures; and

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

                  (c) In order to effect the winding up of the Trust and
         distribution of the Debentures 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 Debentures 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 Debentures 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 Debentures, accruing interest at the rate
         provided for in



                                       39
<PAGE>

          the Debentures 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 Debentures) and (iv) all
          rights of Securityholders holding Trust Securities will cease, except
          the right of such Securityholders to receive Debentures upon surrender
          of Trust Securities Certificates.

                  (e) The Sponsor will use its commercially reasonable best
         efforts to have the Debentures that are distributed in exchange for the
         Preferred Securities listed on such securities exchange as the
         Preferred Securities are then listed. The Sponsor may elect to have the
         Debentures 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 Debentures 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 winding-up 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 dissolve, terminate or annul the 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 Administrative 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




                                       40
<PAGE>

          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 the rights, duties, immunities or
          liabilities of the other Trustees, 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 a grantor trust for United States federal
          income tax purposes at any time that any Trust Securities are
          outstanding. Any amendments of this Amended and Restated Declaration
          of Trust pursuant to this Section 10.03(a) shall become effective when
          notice thereof is given to the Securityholders. 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 Outstanding Trust
          Securities (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.

                  (b) In addition to and notwithstanding any other provision in
         this Amended and Restated Declaration of Trust, without the consent of
         each affected Securityholder, 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.

                  (c) 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 (i) to fail or cease to qualify for
         exemption from status of an "investment company" under the Investment
         Company Act of 1940, as amended or (ii) not to be characterized for
         United States federal income tax purposes as a grantor trust and each
         Securityholder not to be treated as owning an undivided beneficial
         ownership interest in the Debentures.

                  (d) 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
         and an Officer's Certificate 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.

                  (e) 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.




                                       41
<PAGE>


         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, 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 the Trust, the Trustees and
the Sponsor, 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 PECO Energy
Company, 2301 Market Street, Philadelphia, PA 19101, Attention: Treasurer,
Facsimile No. (215) 841-4474. 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, Wachovia Trust
Company, National Association, Wachovia Trust Company, National Association, One
Rodney Square, 920 King Street, Suite 102, Wilmington, DE 19801, Attention:
Corporate Trust Administration/Delaware, Facsimile No: (302) 888-7544; and (ii)
with respect to the Administrative Trustees, to them at the address above for
notices to the Sponsor, marked Attention: Administrative Trustees of PECO Energy
Capital Trust IV, 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 9, it shall not file, or


                                       42
<PAGE>


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 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 Amended and Restated Declaration of Trust 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 or similar rights
to subscribe for any additional securities of the Trust.

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


                                       43
<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.



                           PECO ENERGY COMPANY,
                                      as Sponsor

                           By:      /s/ J. Barry Mitchell
                                    --------------------------------------------
                                    Name:  J. Barry Mitchell
                                    Title:  Vice President and Treasurer

                           WACHOVIA TRUST COMPANY, NATIONAL
                             ASSOCIATION,
                                      as Property Trustee and Delaware Trustee

                           By:      /s/ Rita Marie Ritrovato
                                    --------------------------------------------
                                    Name:  Rita M. Ritrovato
                                    Title:  Trust Officer

                           /s/ J. Barry Mitchell
                           --------------------------------------------
                           J. Barry Mitchell, as Administrative Trustee

                           /s/ George R. Shicora
                           --------------------------------------------
                           George R. Shicora, as Administrative Trustee

                           /s/ Charles Walls
                           --------------------------------------------
                           Charles S. Walls, as Administrative Trustee




                                       44
<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                                                       3,093

                    Certificate Evidencing Common Securities
                                       of
                          PECO Energy Capital Trust IV
                             5.75% Common Securities

                 (Liquidation amount $1,000 per Common Security)

                  PECO Energy Capital Trust IV, a statutory trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that PECO
Energy Company, a Pennsylvania corporation (the "Holder"), is the registered
owner of Three Thousand Ninety Three (3,093) common securities of the Trust
representing undivided beneficial interests in the assets of the Trust and
designated the 5.75% Common Securities (liquidation amount $1,000 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, to the
fullest extent permitted by law, 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 June 24, 2003, 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.
Capitalized terms used herein but not defined shall have the meaning given to
them in the Amended and Restated Declaration of Trust. The Trust will furnish a
copy of the Amended and Restated Declaration of Trust and the Subordinated
Indenture to the Holder without charge upon written request to the Trust at its
principal place of business.

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

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

                                      A-1

<PAGE>



                  IN WITNESS WHEREOF, the Trust has executed this certificate
this 24th day of June, 2003.



                             PECO Energy Capital Trust IV


                             By:   _____________________________________
                                   J. Barry Mitchell, 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.


Dated: June 24, 2003              WACHOVIA TRUST COMPANY, NATIONAL
                                    ASSOCIATION,
                                  Not in its individual capacity but solely
                                  as Property Trustee

                                  By:  ____________________________
                                          Authorized Signatory


                                      A-2

<PAGE>


                          [FORM OF REVERSE OF SECURITY]

                  Each Common Security will be entitled to receive cumulative
Distributions at a rate of 5.75% per annum applied to the stated liquidation
amount of $1,000 per Common Security, such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one semiannual period will bear interest thereon
compounded semiannually at a rate of 5.75% 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 semiannual 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 month for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days elapsed
in such month.

                  Distributions on the Common 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 Debentures
pursuant to the Subordinated Indenture, will be payable semiannually in arrears
on June 15 and December 15 of each year, commencing on December 15, 2003.
Distributions, including Additional Amounts (as defined below), if any, on the
Common 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. The relevant record dates for the Common Securities
shall be the same record date as for the Preferred Securities, which shall be
one Business Day prior to the relevant payment dates which payment dates
correspond to the interest payment dates on the Debentures. If the interest
payment period for the Debentures is extended by the Sponsor pursuant to the
Subordinated Indenture (an "Extension Period"), no interest will be due and
payable on the Debentures. Before the termination of any such Extension Period,
the Sponsor may further defer payments of interest on the Debentures by further
extending such Extension Period, provided, that such Extension Period, together
with all such further extensions of such Extension Period, may not exceed ten
consecutive semiannual periods or extend beyond the maturity date of the
Debentures. As a consequence of an Extension Period, Distributions will also be
deferred, provided that semiannual Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at a rate of 5.75%
per annum, compounded semiannually ("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 Debentures prior to the end of any Extension Period as permitted
by the Subordinated Indenture.

                  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 the applicable
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 applicable 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 the applicable Redemption
Price of, Preferred Securities then due and payable.

                  Subject to certain conditions set forth in the Amended and
Restated Declaration of Trust and the Subordinated Indenture, the Property
Trustee may, at the direction of the Sponsor, at any time dissolve the Trust and
cause, after the satisfaction of liabilities to creditors of the Trust, the
Debentures to be

                                      A-3
<PAGE>


distributed to the holders of the Trust Securities in liquidation of the Trust
or, simultaneously with any redemption of the Debentures, cause a Like Amount of
the Trust Securities to be redeemed by the Trust.

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



                                      A-4


<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 Securities 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)



                                       A-5



                                    EXHIBIT B

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

                  THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this
"Agreement") is made as of June 24, 2003, between PECO Energy Company, a
Pennsylvania corporation (the "Company"), and PECO Energy Capital Trust IV, a
Delaware statutory trust (the "Trust").

                  WHEREAS, the Trust intends to issue its Common Securities (the
"Common Securities") to and receive Debentures from the Company, and to issue
and sell to the public its 5.75% 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 June 24, 2003, 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 Wachovia Trust Company, National Association, 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 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:


                                      B-1

<PAGE>


                           (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:

                           PECO Energy Company
                           2301 Market Street
                           Philadelphia, PA 19101
                           Attention: Treasurer

                  If to the Trust:

                           PECO Energy Capital Trust IV
                           c/o PECO Energy Company
                           2301 Market Street
                           Philadelphia, PA 19101
                           Attention: Treasurer


                                      B-2

<PAGE>


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

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


                          PECO ENERGY COMPANY

                          By:  ________________________________
                                  Name:
                                  Title:

                          PECO Energy Capital Trust IV

                          By:      ____________________________________
                                   J. Barry Mitchell, as Administrative Trustee


                                      B-3


<PAGE>


                                    EXHIBIT C

                  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 "Depository") or a nominee of the Depository. This Preferred
Security is exchangeable for Preferred Securities registered in the name of a
person other than the Depository 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 Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) 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                                                  100,000

                                                    CUSIP NO.  69335G AA 3

                   Certificate Evidencing Preferred Securities
                                       of
                          PECO Energy Capital Trust IV
                        5.75% Trust Preferred Securities
               (Liquidation amount $1,000 per Preferred Security)

                  PECO Energy Capital Trust IV, 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 One Hundred Thousand (100,000)
preferred securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated the PECO Energy Capital Trust IV 5.75%
Trust Preferred Securities (liquidation amount $1,000 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 June 24, 2003, as the
same may be amended from time to time (the "Amended and Restated Declaration of
Trust"), including 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.


                                      C-1

<PAGE>


                  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 Debentures as indebtedness
and the Preferred Securities as evidence of indirect beneficial ownership in the
Debentures.

                  IN WITNESS WHEREOF, the Trust has executed this certificate
this 24th day of June, 2003.



                              PECO Energy Capital Trust IV


                              By:  ____________________________________
                                   J. Barry Mitchell, as Administrative Trustee



                                       C-2

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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



Dated: June 24, 2003                 WACHOVIA TRUST COMPANY, NATIONAL
                                        ASSOCIATION,
                                     Not in its individual capacity but solely
                                     as Property Trustee

                                     By:      ___________________________
                                              Name:
                                              Title:


                                      C-3

<PAGE>


                          [FORM OF REVERSE OF SECURITY]

                  Each Preferred Security will be entitled to receive cumulative
Distributions at a rate of 5.75% per annum applied to the stated liquidation
amount of $1,000 per Preferred Security, such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one semiannual period will bear interest thereon
compounded semiannually at a rate of 5.75% 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 semiannual 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 month for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days elapsed
in such month.

                  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 Debentures
pursuant to the Subordinated Indenture, will be payable semiannually in arrears
on June 15 and December 15 of each year, commencing on December 15, 2003.
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, which shall be one Business Day prior to the relevant
payment dates which payment dates correspond to the interest payment dates on
the Debentures. If the interest payment period for the Debentures is extended by
the Sponsor pursuant to the Subordinated Indenture (an "Extension Period"), no
interest will be due and payable on the Debentures. Before the termination of
any such Extension Period, the Sponsor may further defer payments of interest on
the Debentures by further extending such Extension Period, provided, that such
Extension Period, together with all such further extensions of such Extension
Period, may not exceed ten consecutive semiannual periods or extend beyond the
maturity date of the Debentures. As a consequence of an Extension Period,
Distributions will also be deferred, provided that semiannual Distributions will
continue to accrue with interest thereon (to the extent permitted by applicable
law) at a rate of 5.75% per annum, compounded semiannually ("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 Debentures prior to the end of any
Extension Period as permitted by the Subordinated Indenture.

                  Subject to certain conditions set forth in the Amended and
Restated Declaration of Trust and the Subordinated Indenture, the Property
Trustee may, at the direction of the Sponsor, at any time dissolve the Trust
and, after the satisfaction of the liabilities to creditors of the Trust, cause
the Debentures to be distributed to the holders of the Trust Securities in
liquidation of the Trust or, simultaneously with any redemption of the
Debentures, cause a Like Amount of the Trust Securities to be redeemed by the
Trust.

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


                                      C-4


<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 Securities 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)



                                      C-5