FORM OF EXCHANGE CAPITAL SECURITY



                  FORM OF SERIES B CAPITAL SECURITY CERTIFICATE

         IF THE  SERIES  B  CAPITAL  SECURITIES  CERTIFICATE  IS TO BE A  GLOBAL
SECURITIES  CERTIFICATE,  INSERT--  [THIS SERIES B CAPITAL  SECURITY IS A GLOBAL
CAPITAL  SECURITY WITHIN THE MEANING OF THE AMENDED AND RESTATED  DECLARATION OF
TRUST (THE "DECLARATION")  HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF THE  DEPOSITORY  TRUST  COMPANY (THE  "CLEARING  AGENCY") OR A NOMINEE OF THE
CLEARING  AGENCY.  THIS SERIES B CAPITAL  SECURITY IS EXCHANGEABLE  FOR SERIES B
CAPITAL  SECURITIES  REGISTERED  IN THE NAME OF A PERSON OTHER THAN THE CLEARING
AGENCY  OR ITS  NOMINEE  ONLY  IN THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN THE
DECLARATION  AND NO  TRANSFER OF THIS  SERIES B CAPITAL  SECURITY  (OTHER THAN A
TRANSFER OF THIS SERIES B CAPITAL  SECURITY AS A WHOLE BY THE CLEARING AGENCY TO
A NOMINEE OF THE CLEARING  AGENCY OR BY A NOMINEE OF THE CLEARING  AGENCY TO THE
CLEARING  AGENCY OR ANOTHER  NOMINEE OF THE CLEARING  AGENCY) MAY BE  REGISTERED
EXCEPT IN LIMITED CIRCUMSTANCES.

         UNLESS THIS SERIES B CAPITAL  SECURITY IS  PRESENTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF THE CLEARING  AGENCY TO CASCADE CAPITAL TRUST I (THE "TRUST")
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES B
CAPITAL  SECURITY  ISSUED IS  REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY AND ANY
PAYMENT  HEREON IS MADE TO CEDE & CO., ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF
FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  SINCE THE  REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

         THE SERIES B CAPITAL  SECURITIES  WILL BE ISSUED AND MAY BE TRANSFERRED
ONLY IN BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 (100 SERIES
B CAPITAL  SECURITIES) AND MULTIPLES OF $1,000 IN EXCESS THEREOF.  ANY ATTEMPTED
TRANSFER OF SERIES B CAPITAL  SECURITIES IN A BLOCK HAVING A LIQUIDATION  AMOUNT
OF LESS THAN  $100,000 (100 SERIES B CAPITAL  SECURITIES)  SHALL BE DEEMED TO BE
VOID AND OF NO LEGAL EFFECT WHATSOEVER.  ANY SUCH PURPORTED  TRANSFEREE SHALL BE
DEEMED NOT TO BE THE HOLDER OF SUCH SERIES B CAPITAL SECURITIES FOR ANY PURPOSE,
INCLUDING,  BUT NOT LIMITED TO, THE  RECEIPT OF  DISTRIBUTIONS  ON SUCH SERIES B
CAPITAL  SECURITIES,  AND SUCH PURPORTED  TRANSFEREE  SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH SERIES B CAPITAL SECURITIES.


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Certificate Number:  _______________              Aggregate Liquidation Amount:
CUSIP Number:        _______________              $_______________


               Certificate Evidencing Exchange Capital Securities

                                       of

                             Cascade Capital Trust I

                       11.0% Capital Securities, Series B
                (liquidation amount $1,000 per Capital Security)

                  Cascade  Capital Trust I, a statutory  business  trust created
under the laws of the State of Delaware (the  "Trust"),  hereby  certifies  that
_____________  is the  registered  owner of $_________ in aggregate  liquidation
amount of  Capital  Securities  of the Trust  representing  undivided  preferred
beneficial  interests in the assets of the Trust  designated  the 11.0%  Capital
Securities,  Series B  (liquidation  amount  $1,000 per Capital  Security)  (the
"Exchange Capital Securities"). The Exchange Capital Securities are transferable
on the books  and  records  of the  Trust,  in  person  or by a duly  authorized
attorney,  upon surrender of this  certificate  duly endorsed and in proper form
for transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Exchange Capital Securities represented hereby
are issued and shall in all respects be subject to the provisions of the Amended
and Restated Declaration of Trust, dated as of March 1, 2000, as the same may be
amended from time to time (the "Declaration"),  including the designation of the
terms  of the  Exchange  Capital  Securities  as set  forth  in  Annex  I to the
Declaration.  Capitalized  terms  used but not  defined  herein  shall  have the
meaning  given them in the  Declaration.  The Sponsor will provide a copy of the
Declaration,  the Capital Securities  Guarantee and the Indenture (including any
supplemental  indenture) to a 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
Declaration  and is entitled to the benefits  thereunder  and to the benefits of
the Capital Securities Guarantee to the extent provided therein.

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



<PAGE>



                  IN WITNESS  WHEREOF,  the Trust has executed this  certificate
this _____ day of ______________ , 2000.


                             CASCADE CAPITAL TRUST I


                                            By: ____________________________
                                                     Frank M. McCord
                                                     Administrative Trustee





<PAGE>



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This  is one of the  11.0%  Capital  Securities,  Series  B of  Cascade
Capital Trust I referred to in the within-mentioned Declaration.



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


Dated: __________,2000              By: ______________________________________
                                        Authorized Signatory


<PAGE>



                  Distributions  on  each  Exchange  Capital  Security  will  be
payable  at a  fixed  rate  per  annum  of  11.0%  (the  "Coupon  Rate")  of the
liquidation  amount of $1000 per Exchange Capital 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 semi-annual period will bear interest
thereon compounded  semi-annually at the Coupon Rate (to the extent permitted by
applicable law). The term  "Distributions,"  as used herein,  includes such cash
distributions  and any and all such interest,  if any,  payable unless otherwise
stated.  A Distribution  is payable only to the extent that payments are made in
respect of the  Debentures  held by the  Property  Trustee and to the extent the
Property Trustee has funds legally available therefor.

                  Distributions  on the  Exchange  Capital  Securities  will  be
cumulative,  will  accumulate  from the most recent date to which  Distributions
have been paid or, if no  Distributions  have been paid,  from March 1, 2000 and
will be payable  semi-annually in arrears, on March 1/st/ and September 1/st/ of
each year,  commencing  September 1, 2000, except as otherwise  described below.
Distributions  will be computed on the basis of a 360-day year of twelve  30-day
months.  As long as no Event of Default has occurred and is continuing under the
Indenture,  the  Debenture  Issuer has the right  under the  Indenture  to defer
payments of interest by extending  the interest  payment  period at any time and
from time to time on the  Debentures  for a period not exceeding 10  consecutive
semi-annual calendar periods, including the first such semi-annual period during
such  extension  period (each an  "Extension  Period"),  during which  Extension
Period no interest shall be due and payable on the Debentures,  provided that no
Extension Period shall end on a date other than an Interest Payment Date for the
Debentures  or  extend  beyond  the  Maturity  Date  of  the  Debentures.  As  a
consequence of such deferral,  Distributions (other than Liquidiated Damages, if
any)  will  also  be  deferred.   Notwithstanding  such  deferral,   semi-annual
Distributions  will continue to accumulate with interest  thereon (to the extent
permitted by  applicable  law, but not at a rate  exceeding the rate of interest
then accruing on the  Debentures)  at the Coupon Rate  compounded  semi-annually
during any such  Extension  Period.  Prior to the  termination  of any Extension
Period,  the Debenture  Issuer may further defer payments of interest by further
extending such Extension  Period;  provided that such Extension  Period does not
cause  such  Extension  Period,  together  with all such  previous  and  further
extensions within such Extension  Period,  to exceed 10 consecutive  semi-annual
periods,  including the first  semi-annual  period during such Extension Period,
end on a date other than an Interest  Payment Date for the  Debentures or extend
beyond  the  Maturity  Date  of the  Debentures.  Upon  the  termination  of any
Extension  Period and the payment of all amounts then due, the Debenture  Issuer
may commence a new Extension Period, subject to the above requirements.

                  Subject  to receipt  by the  Sponsor  of any and all  required
regulatory   approvals  and  to  certain  other  conditions  set  forth  in  the
Declaration and the Indenture, the Property Trustee may, at the direction of the
Sponsor, at any time dissolve the Trust and after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, cause the Debentures to be
distributed  to the Holders of the  Securities in  liquidation  of the Trust or,
simultaneously with any redemption of the Debentures, cause a Like Amount of the
Securities to be redeemed by the Trust.

         The Exchange Capital  Securities shall be redeemable as provided in the
Declaration.

                -------------------------------------------------



<PAGE>


                                   ASSIGNMENT

                -------------------------------------------------


FOR VALUE RECEIVED,  the undersigned  hereby assigns and transfers this Exchange
Capital Security Certificate to:


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            (Assignee's social security or tax identification number)



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                       (Address and zip code of assignee)

and irrevocably appoints


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

Date: __________________

Signature:_________________________________________
(Sign  exactly as your name appears on the other side of this  Exchange  Capital
Security Certificate)


Signature Guarantee: ______________________________


                          ---------------------------

         Signature  must be  guaranteed by an "eligible  guarantor  institution"
that is a bank,  stockbroker,  savings  and loan  association  or  credit  union
meeting the requirements of the Registrar, which requirements include membership
or participation in the Securities  Transfer Agents Medallion  Program ("STAMP")
or  such  other  "signature  guarantee  program"  as  may be  determined  by the
Registrar in addition to, or in substitution  for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.