<PAGE>   1
                                                                    EXHIBIT 4(m)




                                     FORM OF

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                               TARGETS TRUST [VI]



                         DATED AS OF            , 2000




<PAGE>   2







                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                                      <C>
                                                            ARTICLE I

                                                  INTERPRETATION AND DEFINITIONS

    SECTION 1.1   Definitions.............................................................................................1


                                                            ARTICLE II

                                                       TRUST INDENTURE ACT

    SECTION 2.1   Trust Indenture Act; Application........................................................................7
    SECTION 2.2   Lists of Holders of Securities..........................................................................8
    SECTION 2.3   Reports by the Institutional Trustee....................................................................8
    SECTION 2.4   Quarterly Reports to Institutional Trustee..............................................................8
    SECTION 2.5   Evidence of Compliance with Conditions Precedent........................................................8
    SECTION 2.6   Acceleration Events; Waiver.............................................................................8
    SECTION 2.7   Acceleration Event; Notice.............................................................................10


                                                           ARTICLE III

                                                           ORGANIZATION

    SECTION 3.1   Name 10
    SECTION 3.2   Office.................................................................................................11
    SECTION 3.3   Purpose................................................................................................11
    SECTION 3.4   Authority..............................................................................................11
    SECTION 3.5   Title to Property of the Trust.........................................................................11
    SECTION 3.6   Powers and Duties of the Regular Trustees..............................................................11
    SECTION 3.7   Prohibition of Actions by the Trust and the Trustees...................................................14
    SECTION 3.8   Powers and Duties of the Institutional Trustee.........................................................15
    SECTION 3.9   Certain Duties and Responsibilities of the Institutional Trustee.......................................17
    SECTION 3.10  Certain Rights of Institutional Trustee................................................................19
    SECTION 3.11  Delaware Trustee.......................................................................................21
    SECTION 3.12  Execution of Documents.................................................................................21
    SECTION 3.13  Not Responsible for Recitals or Issuance of Securities.................................................21
    SECTION 3.14  Duration of Trust......................................................................................22
    SECTION 3.15  Mergers................................................................................................22
</TABLE>

                                       i
<PAGE>   3

<TABLE>
<S>                                                                                                                      <C>
                                                     ARTICLE IV

                                                      SPONSOR

    SECTION 4.1   Sponsor's Purchase of Common Securities................................................................23
    SECTION 4.2   Responsibilities of the Sponsor........................................................................23


                                                     ARTICLE V

                                                     TRUSTEES

    SECTION 5.1   Number of Trustees.....................................................................................24
    SECTION 5.2   Delaware Trustee.......................................................................................25
    SECTION 5.3   Institutional Trustee; Eligibility.....................................................................25
    SECTION 5.4   Qualifications of Regular Trustees and Delaware Trustee Generally......................................26
    SECTION 5.5   Initial Trustees; Additional Powers of Regular Trustees................................................26
    SECTION 5.6   Appointment, Removal and Resignation of Trustees.......................................................27
    SECTION 5.7   Vacancies among Trustees...............................................................................28
    SECTION 5.8   Effect of Vacancies....................................................................................28
    SECTION 5.9   Meetings...............................................................................................28
    SECTION 5.10  Delegation of Power....................................................................................29
    SECTION 5.11  Merger, Conversion, Consolidation or Succession to Business............................................29


                                                    ARTICLE VI

                                                   DISTRIBUTIONS

    SECTION 6.1   Distributions..........................................................................................30


                                                    ARTICLE VII

                                              ISSUANCE OF SECURITIES

    SECTION 7.1   General Provisions Regarding Securities................................................................30


                                                   ARTICLE VIII

                                               TERMINATION OF TRUST

    SECTION 8.1   Termination of Trust...................................................................................31
</TABLE>

                                       ii
<PAGE>   4


<TABLE>
<S>                                                                                                                      <C>
                                                    ARTICLE IX

                                               TRANSFER OF INTERESTS

    SECTION 9.1   Transfer of Securities.................................................................................32
    SECTION 9.2   Transfer of Trust Certificates.........................................................................32
    SECTION 9.3   Deemed Security Holders................................................................................33
    SECTION 9.4   Book-Entry Interests...................................................................................33
    SECTION 9.5   Notices to Clearing Agency.............................................................................34
    SECTION 9.6   Appointment of Successor Clearing Agency...............................................................34
    SECTION 9.7   Definitive TARGETS Certificates........................................................................34
    SECTION 9.8   Mutilated, Destroyed, Lost or Stolen Trust Certificates................................................35


                                                     ARTICLE X

                         LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

    SECTION 10.1  Liability..............................................................................................35
    SECTION 10.2  Exculpation............................................................................................36
    SECTION 10.3  Fiduciary Duty.........................................................................................36
    SECTION 10.4  Indemnification........................................................................................37
    SECTION 10.5  Outside Businesses.....................................................................................40


                                                    ARTICLE XI

                                                    ACCOUNTING

    SECTION 11.1  Fiscal Year............................................................................................40
    SECTION 11.2  Certain Accounting Matters.............................................................................40
    SECTION 11.3  Banking................................................................................................41
    SECTION 11.4  Withholding............................................................................................41


                                                    ARTICLE XII

                                              AMENDMENTS AND MEETINGS

    SECTION 12.1  Amendments.............................................................................................42
    SECTION 12.2  Meetings of the Holders of Securities; Action by Written Consent.......................................43


                                                   ARTICLE XIII

                                                   MISCELLANEOUS

    SECTION 13.1  Notices................................................................................................45
</TABLE>

                                      iii
<PAGE>   5

<TABLE>
<S>                                                                                                                      <C>
    SECTION 13.2  Governing Law..........................................................................................46
    SECTION 13.3  Intention of the Parties...............................................................................46
    SECTION 13.4  Headings...............................................................................................46
    SECTION 13.5  Successors and Assigns.................................................................................46
    SECTION 13.6  Partial Enforceability.................................................................................46
    SECTION 13.7  Counterparts...........................................................................................46


ANNEX I              TERMS OF SECURITIES..........................................................................      I-1
EXHIBIT A-1          FORM OF TARGETS CERTIFICATE..................................................................     A1-1
EXHIBIT A-2          FORM OF COMMON SECURITY CERTIFICATE..........................................................     A2-1
EXHIBIT B            SPECIMEN OF FORWARD CONTRACT CERTIFICATE.....................................................      B-1
EXHIBIT C            UNDERWRITING AGREEMENT.......................................................................      C-1
</TABLE>

                                       iv
<PAGE>   6
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
        Section of
   Trust Indenture Act                                                                Section of
   of 1939, as amended                                                                Declaration
   -------------------                                                                -----------
<S>                                                                                   <C>
310(a).............................................................................   5.3(a)
310(c).............................................................................   Inapplicable
311(c).............................................................................   Inapplicable
312(b).............................................................................   2.2
313................................................................................   2.3
314(a).............................................................................   2.4
314(b).............................................................................   Inapplicable
314(c).............................................................................   2.5
314(d).............................................................................   Inapplicable
314(f).............................................................................   Inapplicable
315(a).............................................................................   3.9(b)
315(c).............................................................................   3.9(a)
315(d).............................................................................   3.9(b)
316(a).............................................................................   2.6, Annex I
316(c).............................................................................   3.6(e)
</TABLE>


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

<PAGE>   7


                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                               TARGETS TRUST [VI]



                  AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration")
dated and effective as of           , 2000, by the Trustees (as defined herein),
the Sponsor (as defined herein) and by the holders, from time to time, of
undivided beneficial interests in the Trust to be issued pursuant to this
Declaration.

                  WHEREAS, the Trustees and the Sponsor established TARGETS
TRUST [VI] (the "Trust"), under the Business Trust Act (as defined herein)
pursuant to a Declaration of Trust dated as of             , 2000 (the "Original
Declaration") and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on             , 2000, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in the Forward Contract
represented by the Forward Contract Certificates and the Treasury Securities
(each as defined herein);

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

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

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

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1       DEFINITIONS.

                  Unless the context otherwise requires:

                  (a) Capitalized terms used in this Declaration but not defined
         in the preamble above have the respective meanings assigned to them in
         this Section 1.1;

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

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

                                       1
<PAGE>   8

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

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

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

                  "ACCELERATED MATURITY DATE" has the meaning specified in the
                  Indenture.

                  "ACCELERATED MATURITY PAYMENT" has the meaning specified in
                  the Indenture.

                  "ACCELERATION EVENT" has the meaning specified in Annex I
                  hereto.

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

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

                  "BANKRUPTCY EVENT" has the meaning specified in Annex I.

                  "BOOK-ENTRY INTEREST" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

                  "BUSINESS DAY" means any day other than a Saturday, Sunday or
a day on which banking institutions in The City of New York, are permitted or
required by any applicable law to close.

                  "BUSINESS 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, or any successor legislation.

                  "CLEARING AGENCY" means an organization registered as a
"Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as
depositary for the TARGETS and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of the TARGETS. The initial Clearing
Agency shall be DTC.

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

                  "CLOSING DATE" means                     , 2000.

                                       2
<PAGE>   9

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor legislation.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON SECURITIES" has the meaning specified in Section 7.1.

                  "COMMON SECURITY CERTIFICATE" means a definitive certificate
in fully registered form representing a Common Security substantially in the
form of Exhibit A-2.

                  The "COMPANY" means SSBH in its capacity as issuer of the
Forward Contract under the Indenture.

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

                  "CORPORATE TRUST OFFICE" means the office of the Institutional
Trustee at which the corporate trust business of the Institutional Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Declaration is located at 450 West 33rd Street - 14th
Floor, New York, New York 10001.

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

                  "DEFINITIVE TARGETS CERTIFICATES" has the meaning specified in
Section 9.4.

                  "DELAWARE TRUSTEE" has the meaning specified in Section 5.1.

                  "DISTRIBUTION" has the meaning specified in Section 6.1.

                  "DTC" means the Depository Trust Company, the initial Clearing
Agency.

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

                  "FIDUCIARY INDEMNIFIED PERSON" has the meaning specified in
Section 10.4(b).

                  "FORWARD CONTRACT" means the Forward Contract, dated
           , 2000 with respect to the Common Stock of
to be issued by the Company under the Indenture.

                  "FORWARD CONTRACT CERTIFICATES" means the certificates
(defined in the Indenture as the "Securities") evidencing interests in the
Forward Contract, a specimen of which is attached hereto as Exhibit B.

                                       3
<PAGE>   10

                  "GLOBAL CERTIFICATE" has the meaning specified in Section 9.4.

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

                  "INDEMNIFIED PERSON" means a Company Indemnified Person or a
Fiduciary Indemnified Person.

                  "INDENTURE" means the Indenture with respect to the Forward
Contract, dated as of              , 2000 between the Company and the Indenture
Trustee, as amended or supplemented.

                  "INDENTURE TRUSTEE" means The Chase Manhattan Bank, as trustee
under the Indenture until a successor is appointed thereunder, and thereafter
means such successor trustee.

                  "INSTITUTIONAL TRUSTEE" means the Trustee meeting the
eligibility requirements specified in Section 5.3.

                  "INSTITUTIONAL TRUSTEE ACCOUNT" has the meaning specified in
Section 3.8(c).

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

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

                  "INVESTMENT COMPANY EVENT" has the meaning specified in Annex
I.

                  "LEGAL ACTION" has the meaning specified in Section 3.6(g).

                  "MAJORITY OF THE SECURITIES", "MAJORITY OF THE TARGETS" OR
"MAJORITY OF THE COMMON SECURITIES" means, as the context may require, except as
provided in the terms of the Securities or by the Trust Indenture Act, Holder(s)
of outstanding Securities voting together as a single class, or Holders of
outstanding TARGETS or Holders of outstanding Common Securities voting
separately as a class, who are the record owners of an aggregate amount of such
securities representing more than 50% of all outstanding beneficial interests in
the assets of the Trust by all Holders of Securities or Holders of the relevant
class of Securities, as the case may be.

                  "MATURITY DATE" has the meaning specified in the Indenture.

                  "MATURITY PAYMENT" has the meaning specified in the Indenture.

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

                                       4
<PAGE>   11

                  (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, in such officer's opinion, is
         necessary to enable such officer to express an informed opinion as to
         whether or not such covenant or condition has been complied with; and

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

                  "PAYING AGENT" has the meaning specified in Section 3.8(i).

                  "PAYMENT AMOUNT" has the meaning specified in Section 6.1.

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

                  "PRO RATA" has the meaning specified in Annex I.

                  "QUARTERLY DISTRIBUTIONS" has the meaning specified in Annex
I.

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

                  "REGULAR TRUSTEE" has the meaning specified in Section 5.1.

                  "RELATED PARTY" means, with respect to the Sponsor, any direct
or indirect wholly owned subsidiary of the Sponsor or any other Person that
owns, directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

                  "RESPONSIBLE OFFICER" means, with respect to the Institutional
Trustee, any officer within the Corporate Trust Office of the Institutional
Trustee, including any vice-president, any assistant vice-president, any
assistant secretary, the treasurer, any assistant treasurer, trust officer or
other officer of the Corporate Trust Office of the Institutional Trustee
customarily performing functions similar to those performed by any of the above
designated officers and who, in any case, has direct responsibility for the
administration of this Declaration 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.

                  "RULE 3a-5" means Rule 3a-5 under the Investment Company Act.

                                       5
<PAGE>   12

                  "SECURITIES" means the Common Securities and the TARGETS.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, or any successor legislation.

                  "SPONSOR" means SSBH or any successor entity in a merger,
consolidation or amalgamation, in its capacity as sponsor of the Trust.

                  "SSBH" means Salomon Smith Barney Holdings Inc., a New York
corporation, together with any successor entity in a merger, consolidation or
amalgamation.

                  "SUCCESSOR DELAWARE TRUSTEE" has the meaning specified in
Section 5.6.

                  "SUCCESSOR ENTITY" has the meaning specified in Section
3.15(b).

                  "SUCCESSOR INSTITUTIONAL TRUSTEE" has the meaning specified in
Section 5.6.

                  "SUCCESSOR SECURITIES" has the meaning specified in Section
3.15(b).

                  "SUPER MAJORITY" has the meaning specified in Section
2.6(a)(ii).

                  "TARGETS" has the meaning specified in Section 7.1.

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

                  "TARGETS CERTIFICATE" means a definitive certificate in fully
registered form representing one or more TARGETS substantially in the form of
Exhibit A-1.

                  "TARGETS GUARANTEE" means the guarantee agreement dated as of
the Closing Date, of the Sponsor in respect of the TARGETS.

                  "TAX EVENT" has the meaning specified in Annex I.

                  "10% OF THE SECURITIES" means, as the context may require,
except as provided in the terms of the Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class, Holders
of outstanding TARGETS or Holders of outstanding Common Securities voting
separately as a class, who are the record owners of an aggregate amount of such
Securities representing 10% or more of the beneficial interests in the assets of
the Trust by all Holders of Securities or Holders of the relevant class of
Securities, as the case may be.

                  "TREASURY PROCEEDS" has the meaning specified in Section
3.6(d).

                                       6
<PAGE>   13

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

                  "TREASURY SECURITIES" means the securities having the terms
specified in Schedule I hereto; any payments thereunder shall be made to the
Trust by 10:00 a.m. on the relevant date for Quarterly Distributions in respect
of the TARGETS.

                  "TRUST CERTIFICATE" means a Common Security Certificate or a
TARGETS Certificate.

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

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

                  "YIELD ENHANCEMENT PAYMENTS" has the meaning specified in the
Indenture.

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1       TRUST INDENTURE ACT; APPLICATION.

                  (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.

                  (b) The Institutional Trustee shall be the only Trustee that
is a Trustee for the purposes of the Trust Indenture Act.

                  (c) If and to the extent that any provision of this
Declaration limits, qualifies or conflicts with the duties imposed by Sections
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

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

SECTION 2.2       LISTS OF HOLDERS OF SECURITIES.

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

                                       7
<PAGE>   14

SECTION 2.3       REPORTS BY THE INSTITUTIONAL TRUSTEE.

                  Within 60 days after April 15 of each year, the Institutional
Trustee shall provide to the Holders of the TARGETS such reports as are required
by Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Institutional Trustee
shall also comply with the requirements of Section 313(d) of the Trust Indenture
Act.

SECTION 2.4       QUARTERLY REPORTS TO INSTITUTIONAL TRUSTEE.

                  Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide to the Institutional Trustee such documents, reports and
information, if any, as required by Section 314 of the Trust Indenture Act and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.

SECTION 2.5       EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

                  Each of the Sponsor and any Regular Trustee on behalf of the
Trust shall provide to the Institutional Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Declaration that
relate to any of the matters specified in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers' Certificate.

SECTION 2.6       ACCELERATION EVENTS; WAIVER.

                  (a) The Holders of a Majority of TARGETS may, by vote, on
behalf of the Holders of all of the TARGETS, waive any past Acceleration Event
in respect of the TARGETS and its consequences; provided that, if the underlying
Acceleration Event under the Indenture:

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

                  (ii) is waivable only with the consent of holders of more than
         a majority (determined in accordance with the Indenture) of the
         outstanding Forward Contract Certificates (a "Super Majority") affected
         thereby, only the Holders of at least the same proportion of the
         TARGETS that the relevant Super Majority represents of the aggregate
         outstanding beneficial interests in the Forward Contract represented by
         all the TARGETS outstanding may waive such Acceleration Event in
         respect of the TARGETS under this Declaration.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Acceleration Event with respect to the
TARGETS arising therefrom shall be deemed to have been cured, for every purpose
of this Declaration, but no such waiver shall extend to any subsequent or other
default or an

                                       8
<PAGE>   15

Acceleration Event with respect to the TARGETS or impair any right consequent
thereon. Any waiver by the Holders of the TARGETS of an Acceleration Event with
respect to the TARGETS shall also be deemed to constitute a waiver by the
Holders of the Common Securities of any such Acceleration Event with respect to
the Common Securities for all purposes of this Declaration without any further
act, vote, or consent of the Holders of the Common Securities.

                  (b) The Holders of a Majority of the Common Securities may, by
vote, on behalf of the Holders of all of the Common Securities, waive any past
Acceleration Event with respect to the Common Securities and its consequences;
provided that, if the underlying Acceleration Event:

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

                  (ii) is waivable only with the consent of a Super Majority of
         the Securities, only the Holders of at least the proportion of the
         Common Securities that the relevant Super Majority represents of the
         aggregate outstanding beneficial interests in the Forward Contract
         represented by all the Common Securities outstanding may waive such
         Acceleration Event in respect of the Common Securities under the
         Declaration, except where the Holders of the Common Securities are
         deemed to have waived such Acceleration Event under the Declaration as
         provided in this Section 2.6(b);

provided further, that each Holder of Common Securities will be deemed to have
waived any such Acceleration Event and all Acceleration Events with respect to
the Common Securities and their consequences until all Acceleration Events with
respect to the TARGETS have been cured, waived or otherwise eliminated, and
until such Acceleration Events with respect to the TARGETS have been so cured,
waived or otherwise eliminated, the Institutional Trustee will be deemed to be
acting solely on behalf of the Holders of the TARGETS and only the Holders of
the TARGETS will have the right to direct the Institutional Trustee in
accordance with the terms of the Securities. The foregoing provisions of this
Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon the waiver of an Acceleration Event by
the Holders of a Majority of the Common Securities, any such default shall cease
to exist and any Acceleration Event with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Acceleration Event with respect to the Common Securities or impair any right
consequent thereon.

                  (c) A waiver of an Acceleration Event under the Indenture by
the Institutional Trustee at the direction of the Holders of the TARGETS,
constitutes a waiver of the corresponding Acceleration Event under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
Section 316 (a)(1)(B) of the Trust Indenture Act and such

                                        9
<PAGE>   16

Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded
from this Declaration and the Securities, as permitted by the Trust Indenture
Act.

SECTION 2.7       ACCELERATION EVENT; NOTICE.

                  (a) The Institutional Trustee shall, within 90 days after the
occurrence of an Acceleration Event, transmit by mail, first class postage
prepaid, to the Holders of the Securities, notices of (i) all defaults with
respect to the Securities actually known to a Responsible Officer of the
Institutional Trustee, unless such defaults have been cured before the giving of
such notice (the term "defaults" for the purposes of this Section 2.7(a) being
hereby defined to be an Acceleration Event as defined in the Indenture not
including any periods of grace provided for therein and irrespective of the
giving of any notice provided therein) and (ii) any notice of default received
from the Indenture Trustee with respect to any Forward Contract Certificate
which notice from the Institutional Trustee to the Holders shall state that an
Acceleration Event under the Indenture also constitutes an Acceleration Event
with respect to the Securities; provided that, except for a default in the
payment of amounts due at maturity of any of the Trust Certificates, the
Institutional Trustee shall be protected in withholding such notice if and so
long as a Responsible Officer of the Institutional Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Securities.

                  (b) The Institutional Trustee shall not be deemed to have
knowledge of any default except any default as to which the Institutional
Trustee shall have received written notice or of which a Responsible Officer of
the Institutional Trustee charged with the administration of the Declaration
shall have actual knowledge.

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1       NAME.

                  The Trust is named "TARGETS Trust [VI]", as such name may be
modified from time to time by the Regular Trustees following written notice to
the Delaware Trustee, the Institutional Trustee and the Holders of Securities.
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Regular Trustees.

SECTION 3.2       OFFICE.

                  The address of the principal office of the Trust is 388
Greenwich Street, New York, New York 10013. On ten Business Days' written notice
to the Holders of Securities, the Delaware Trustee and the Institutional
Trustee, any Regular Trustee may designate another principal office.

SECTION 3.3       PURPOSE.

                  The exclusive purposes and functions of the Trust are (a) to
issue and sell the Securities and use at least 85% of the proceeds from such
sale to purchase the Forward Contract Certificates and to use not more than 15%
of such proceeds to acquire the Treasury Securities,

                                       10
<PAGE>   17

and (b) except as otherwise limited herein, to engage in only those other
activities necessary, or incidental thereto. The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, pledge any of its
assets, or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified for United States federal income tax
purposes as a grantor trust.

SECTION 3.4       AUTHORITY.

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

SECTION 3.5       TITLE TO PROPERTY OF THE TRUST.

                  Except as provided in Section 3.8 with respect to the Forward
Contract Certificates, the Treasury Securities and the Institutional Trustee
Account or as otherwise provided in this Declaration, legal title to all assets
of the Trust shall be vested in the Trust. The Holders shall not have legal
title to any part of the assets of the Trust, but shall have an undivided
beneficial interest in the assets of the Trust.

SECTION 3.6       POWERS AND DUTIES OF THE REGULAR TRUSTEES.

                  Acting together or (except as set forth in Section 3.6(b)(i)
below) individually, the Regular Trustees shall have the exclusive power, duty
and authority to cause the Trust to engage in the following activities:

                  (a) to issue and sell the Securities in accordance with this
         Declaration; provided, however, that the Trust may issue no more than
         one series of TARGETS and no more than one series of Common Securities;
         and, provided further, that there shall be no interests in the Trust
         other than the Securities, and the issuance of Securities shall be
         limited to a simultaneous issuance of the TARGETS and the Common
         Securities on the Closing Date and any other date TARGETS are sold
         pursuant to any overallotment option granted to any underwriters in
         accordance with the terms of an underwriting agreement;

                  (b) in connection with the issue and sale of the TARGETS, at
         the direction of the Sponsor, to:

                           (i) execute and file with the Commission on behalf of
                  the Trust a registration statement on Form S-3 or on another
                  appropriate form, including a registration statement under
                  Rule 415 or Rule 462(b) of the Securities Act, in each

                                       11
<PAGE>   18

                  case prepared by the Sponsor, including any pre-effective or
                  post-effective amendments thereto, relating to the
                  registration under the Securities Act of the TARGETS;
                  provided, however, that such registration statement and any
                  amendment thereto shall be executed by a majority of the
                  Regular Trustees;

                           (ii) execute and file any documents prepared by the
                  Sponsor, or take any acts as determined by the Sponsor to be
                  necessary in order to qualify or register all or part of the
                  TARGETS in any jurisdiction in which the Sponsor has
                  determined to qualify or register such TARGETS for sale;

                           (iii) execute and file an application, prepared by
                  the Sponsor, to the Chicago Board Options Exchange, any other
                  national stock exchange or national securities market for
                  listing upon notice of issuance of any TARGETS;

                           (iv) execute and file with the Commission on behalf
                  of the Trust a registration statement on Form 8-A, prepared by
                  the Sponsor, including any pre-effective or post-effective
                  amendments thereto, relating to the registration of the
                  TARGETS under Section 12(b) of the Exchange Act; and

                           (v) deliver an underwriting agreement providing for
                  the sale of the TARGETS;

                  (c) to enter into the Forward Contract and acquire the Forward
         Contract Certificates and the Treasury Securities with the proceeds of
         the sale of the TARGETS and the Common Securities and to take all
         actions and perform such duties as may be required pursuant to the
         terms of the Forward Contract Certificates and the Treasury Securities;
         provided, however, that the Regular Trustees, acting together or
         individually, shall cause legal title to the Forward Contract
         Certificates and the Treasury Securities to be held of record in the
         name of the Institutional Trustee for the benefit of the Holders of the
         Securities;

                  (d) upon an Acceleration Event, to (i) give the Sponsor and
         the Institutional Trustee prompt written notice of the occurrence of
         such Acceleration Event; and (ii) give written instructions to the
         Institutional Trustee to (A) liquidate the Treasury Securities by
         soliciting at least three all-cash bids (one of which may be from an
         affiliate of the Sponsor) and selling and transferring the Treasury
         Securities to the highest of the three bidders, and (B) distribute the
         net proceeds therefrom (the "Treasury Proceeds"), the Accelerated
         Maturity Payment to holders of the Trust Securities; provided that the
         Regular Trustee or Trustees taking such action shall consult with the
         Sponsor and the Institutional Trustee before taking or refraining from
         taking any ministerial action in relation to an Acceleration Event;

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

                                       12
<PAGE>   19

                  (f) to take all actions and perform such duties as may be
         required pursuant to the terms of the Securities;

                  (g) 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 3.8(e),
         the Institutional Trustee has the exclusive power to bring such Legal
         Action;

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

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

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

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

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

                  (m) 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 business
         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 TARGETS or to enable the Trust
         to effect the purposes for which the Trust was created;

                  (n) to take any action, not inconsistent with this Declaration
         or with applicable law, that a Regular Trustee determines in his or her
         discretion to be necessary or desirable in carrying out the activities
         of the Trust as set out in this Section 3.6, including, but not limited
         to:

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

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

                      provided that such action does not adversely affect the
                      interests of Holders;

                  (o) 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 a Regular
         Trustee, on behalf of the Trust; and

                                       13
<PAGE>   20

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

                  The Regular Trustees must exercise the powers specified in
this Section 3.6 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.3, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust
specified in Section 3.3.

                  Subject to this Section 3.6, the Regular Trustees shall have
none of the powers or the authority of the Institutional Trustee specified in
Section 3.8.

                  Any expenses incurred by the Regular Trustees pursuant to this
Section 3.6 shall be reimbursed by the Company.

SECTION 3.7       PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

                  The Trust shall not, and the Trustees (including the
Institutional Trustee in its role as Institutional Trustee) shall not, engage in
any activity other than as required or authorized by this Declaration. In
particular, the Trust shall not and the Trustees (including the Institutional
Trustee in its role as Institutional Trustee) shall cause the Trust not to:

                  (i) invest any proceeds received by the Trust from the Forward
         Contract Certificates and the Treasury Securities, but shall promptly
         distribute all such proceeds to Holders of Securities pursuant to the
         terms of this Declaration and of the Securities;

                  (ii) dispose of the Forward Contract Certificates prior to
         earlier of the Maturity Date or an Accelerated Maturity Date or dispose
         of any of the Treasury Securities prior to an Accelerated Maturity
         Date;

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

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

                  (v)  make any loans or incur any indebtedness;

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

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

                  (viii) other than as provided in this Declaration or Annex I,
         (A) direct the time, method and place of exercising any trust or power
         conferred upon the Institutional Trustee with respect to the Forward
         Contract, the Forward Contract Certificates or the Treasury Securities,
         (B) waive any past default that is waivable under the Forward Contract,
         the Forward Contract Certificates or the Treasury Securities, (C)
         exercise any

                                       14
<PAGE>   21

         right to rescind or annul any declaration that the Maturity Payment or
         Accelerated Maturity Payment shall be due and payable in regard to the
         Forward Contract Certificates or (D) consent to any amendment,
         modification or termination of the Indenture or the Forward Contract
         Certificates where such consent shall be required unless the Trust
         shall have obtained an opinion of nationally recognized independent tax
         counsel experienced in such matters to the effect that as a result of
         such action, the Trust will not fail to be classified as a grantor
         trust for United States federal income tax purposes.

SECTION 3.8       POWERS AND DUTIES OF THE INSTITUTIONAL TRUSTEE.

                  (a) The legal title to the Forward Contract Certificates and
the Treasury Securities shall be owned by and held of record in the name of the
Institutional Trustee in trust for the benefit of the Holders of the Securities.
The right, title and interest of the Institutional Trustee to the Forward
Contract Certificates and the Treasury Securities shall vest automatically in
each Person who may hereafter be appointed as Institutional Trustee in
accordance with Section 5.6. Such vesting and cessation of title shall be
effective whether or not conveyancing documents with regard to the Forward
Contract Certificates or the Treasury Securities have been executed and
delivered.

                  (b) The Institutional Trustee shall not transfer its right,
title and interest in the Forward Contract Certificates or the Treasury
Securities to the Regular Trustees or to the Delaware Trustee (if the
Institutional Trustee does not also act as Delaware Trustee).

                  (c) The Institutional Trustee shall:

                  (i) establish and maintain a segregated non-interest bearing
         trust account (the "Institutional Trustee Account") in the name of and
         under the exclusive control of the Institutional Trustee on behalf of
         the Holders of the Securities and, upon the receipt of payments of
         funds made in respect of the Forward Contract Certificates and the
         Treasury Securities held by the Institutional Trustee, deposit such
         funds into the Institutional Trustee Account and make payments to the
         Holders of the Securities from the Institutional Trustee Account in
         accordance with Section 6.1. Funds in the Institutional Trustee Account
         shall be held uninvested until disbursed in accordance with this
         Declaration. The Institutional Trustee Account shall be an account that
         is maintained with the Institutional Trustee in its corporate trust
         department or with a banking institution the rating on whose long-term
         unsecured indebtedness assigned by a "nationally recognized statistical
         rating organization," as that term is defined for purposes of Rule
         436(g)(2) under the Securities Act, is at least equal to the rating
         assigned to unsubordinated indebtedness of SSBH by a nationally
         recognized statistical rating organization;

                  (ii) engage in such ministerial activities as shall be
         necessary or appropriate to carry out the functions described in clause
         (i) above; and

                  (iii) upon written notice of distribution issued by the
         Regular Trustees in accordance with the terms of the Securities, engage
         in such ministerial activities as shall

                                       15
<PAGE>   22

         be necessary or appropriate to effect the distribution of the
         Accelerated Maturity Payment and the Treasury Proceeds to Holders of
         Securities upon the occurrence of an Acceleration Event or other
         specified circumstances pursuant to the terms of the Securities.

                  (d) The Institutional Trustee shall take all actions and
perform such duties as may be specifically required of the Institutional Trustee
pursuant to the terms of the Securities.

                  (e) Subject to Section 2.6, the Institutional Trustee shall
take any Legal Action which arises out of or in connection with an Acceleration
Event of which a Responsible Officer of the Institutional Trustee has actual
knowledge or the Institutional Trustee's duties and obligations under this
Declaration or the Trust Indenture Act.

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

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

                  (ii) a Successor Institutional Trustee has been appointed and
         has accepted that appointment in accordance with Section 5.6.

                  (g) The Institutional Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of Forward
Contract Certificates under the Indenture and, if an Acceleration Event actually
known to a Responsible Officer of the Institutional Trustee occurs and is
continuing, the Institutional Trustee shall, for the benefit of Holders of the
Securities, enforce its rights as a holder of Forward Contract Certificates
subject to the rights of the Holders pursuant to the terms of such Securities,
this Declaration, the Business Trust Act and the Trust Indenture Act.

                  (h) The Institutional Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of the Treasury
Securities and the Institutional Trustee shall, for the benefit of the Holders
of the Securities, enforce its rights as a holder of the Treasury Securities
subject to the rights of the Holders pursuant to the terms of such Securities,
this Declaration, the Business Trust Act and the Trust Indenture Act.

                  (i) The Institutional Trustee may authorize one or more
Persons (each, a "Paying Agent") to pay Distributions on behalf of the Trust
with respect to all Securities and any such Paying Agent shall comply with
Section 317(b) of the Trust Indenture Act. Any Paying Agent may be removed by
the Institutional Trustee at any time and a successor Paying Agent or additional
Paying Agents may be appointed at any time by the Institutional Trustee.

                  (j) Subject to this Section 3.8, the Institutional Trustee
shall have none of the duties, liabilities, powers or the authority of the
Regular Trustees specified in Section 3.6.

                  The Institutional Trustee must exercise the powers specified
in this Section 3.8 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.3,

                                       16
<PAGE>   23

and the Institutional Trustee shall not take any action that is inconsistent
with the purposes and functions of the Trust set out in Section 3.3.

SECTION 3.9       CERTAIN DUTIES AND RESPONSIBILITIES OF THE INSTITUTIONAL
                  TRUSTEE.

                  (a) The Institutional Trustee, before the occurrence of any
Acceleration Event and after the curing of all Acceleration Events that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Declaration and no implied covenants shall be read into this
Declaration against the Institutional Trustee. In case an Acceleration Event has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer of the Institutional Trustee has actual knowledge, the
Institutional Trustee shall exercise such of the rights and powers vested in it
by this Declaration, and use the same degree of care and skill in the exercise
of such rights and powers, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

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

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

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

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

                  (iii) the Institutional 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 of the Securities relating to the time, method and place of
         conducting any proceeding for any remedy available to the Institutional
         Trustee, or

                                       17
<PAGE>   24

         exercising any trust or power conferred upon the Institutional Trustee
         under this Declaration;

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

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

                  (vi) the Institutional Trustee shall have no duty or liability
         for or with respect to the value, genuineness, existence or sufficiency
         of the Forward Contract, the Forward Contract Certificates, the
         Treasury Securities or the payment of any taxes or assessments levied
         thereon or in connection therewith;

                  (vii) the Institutional Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         with the Sponsor. Money held by the Institutional Trustee need not be
         segregated from other funds held by it except in relation to the
         Institutional Trustee Account maintained by the Institutional Trustee
         pursuant to Section 3.8(c)(i) and except to the extent otherwise
         required by law;

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

                  (ix) the granting of any right to the Institutional Trustee
         hereunder shall not be deemed to impose on the Institutional Trustee an
         obligation to exercise such rights subject to Section 3.9(b)(x);

                  (x) the Institutional Trustee shall not be obligated to
         exercise any remedy or take any action hereunder unless directed to do
         so by the Holders of a Majority of the Securities and shall have no
         liability for its failure to act pending receipt of any such direction.

                  This Section 3.9 is in furtherance of and subject to Sections
315 and 316 of the Indenture Act.

                                       18
<PAGE>   25

SECTION 3.10      CERTAIN RIGHTS OF THE INSTITUTIONAL TRUSTEE.

                  (a) Subject to the provisions of Section 3.9:

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

                  (ii) any direction, request, certification, order or act of
         the Sponsor or a Regular Trustee contemplated by this Declaration shall
         be sufficiently evidenced by an Officers' Certificate and any
         Resolution of the Board of Directors shall be sufficiently evidenced by
         a Board Resolution;

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

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

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

                  (vi) the Institutional Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Declaration
         at the request or direction of any Holder, unless such Holder shall
         have provided to the Institutional Trustee security and indemnity,
         reasonably satisfactory to the Institutional Trustee, against the
         costs, expenses (including attorneys' fees and expenses and the
         expenses of the Institutional Trustee's agents, nominees or custodians)
         and liabilities that might be incurred by it in complying with such
         request or direction, including such reasonable advances as may be
         requested by the Institutional Trustee provided, that, nothing
         contained in this Section 3.10(a)(vi) shall be taken to relieve the
         Institutional Trustee, upon the occurrence of an Acceleration Event, of
         its obligation to exercise the rights and powers vested in it by this
         Declaration;

                                       19
<PAGE>   26

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

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

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

                  (x) whenever in the administration of this Declaration the
         Institutional Trustee shall deem it desirable to receive instructions
         with respect to enforcing any remedy or right or taking any other
         action hereunder, the Institutional Trustee (i) may request
         instructions from the Holders of the Securities which instructions may
         only be given by the Holders of the same proportion of Securities as
         would be entitled to direct the Institutional Trustee under the terms
         of the 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
         conclusively relying on or acting in or accordance with such
         instructions; and

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

                  (b) No provision of this Declaration shall be deemed to impose
any duty or obligation on the Institutional 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 Institutional
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 Institutional
Trustee shall be construed to be a duty.

SECTION 3.11      DELAWARE TRUSTEE.

                  Notwithstanding any other provision of this Declaration other
than Section 5.2, the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee

                                       20
<PAGE>   27

have any of the duties and responsibilities of the Regular Trustees or the
Institutional Trustee described in this Declaration. Except as specified in
Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of Section 3807 of the Business Trust
Act.

SECTION 3.12      EXECUTION OF DOCUMENTS.

                  Unless otherwise determined by a Regular Trustee, and except
as otherwise required by the Business Trust Act, if there is more than one
Regular Trustee, any power of the Regular Trustees to execute documents on
behalf of the Trust pursuant to Section 3.6 may be exercised by, or with the
consent of, any Regular Trustee acting individually; provided that, the
registration statement referred to in Section 3.6(b)(i), including any
amendments thereto, shall be signed by a majority of the Regular Trustees. If
there is only one Regular Trustee, all powers of the Regular Trustees shall be
executed by such Regular Trustee.

SECTION 3.13      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 3.14      DURATION OF TRUST.

                  The Trust, unless terminated pursuant to the provisions of
Article VIII hereof, shall have existence for five (5) years from the Closing
Date.

SECTION 3.15      MERGERS.

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

                  (b) The Trust may, with the consent of the Regular Trustees
or, if there are more than two, a majority of the Regular Trustees and without
the consent of the Holders of the Securities, the Delaware Trustee or the
Institutional 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 (the "Successor Entity") either:

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

                           (B) substitutes for the Securities other securities
                  having substantially the same terms as the TARGETS and the
                  Common Securities (together, the

                                       21
<PAGE>   28

                  "Successor Securities") so long as such series of Successor
                  Securities ranks the same as the series of Securities for
                  which it is substituted ranks with respect to Distributions
                  and payments upon liquidation and otherwise;

                  (ii) the Company expressly acknowledges a trustee of the
         Successor Entity that possesses the same powers and duties as the
         Institutional Trustee as the Holder of the Forward Contract
         Certificates and the Treasury Securities;

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

                  (iv) such merger, consolidation, amalgamation or replacement
         does not cause the TARGETS (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 Securities (including any Successor Securities) in any
         material respect (other than with respect to any dilution of such
         Holders' interests in the new entity as a result of such merger,
         consolidation, amalgamation or replacement);

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

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

                           (A) such merger, consolidation, amalgamation or
                  replacement will not adversely affect the rights, preferences
                  and privileges of the Holders of the Securities (including any
                  Successor Securities) in any material respect (other than with
                  respect to any dilution of the Holders' interest in the new
                  entity);

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

                           (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 TARGETS Guarantee.

                  (c) Notwithstanding Section 3.l5(b), the Trust shall not,
without the consent of Holders of all of the Securities, consolidate,
amalgamate, merge with or into, or be replaced

                                       22
<PAGE>   29

by any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it, if in the opinion of a nationally recognized
independent tax counsel experienced in such matters, such consolidation,
amalgamation, merger or replacement would cause the Trust or Successor Entity to
be classified as other than a grantor trust for United States federal income tax
purposes.

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1       SPONSOR'S PURCHASE OF COMMON SECURITIES.

                  On the Closing Date, the Sponsor will purchase all of the
Common Securities issued by the Trust in an amount equal to at least 3% of the
capital of the Trust, at the same time as the TARGETS are sold.

SECTION 4.2       RESPONSIBILITIES OF THE SPONSOR.

                  In connection with the issue and sale of the TARGETS, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                  (a) to prepare for filing by the Trust with the Commission a
         registration statement on Form S-3 or on another appropriate form,
         including a registration statement under Rule 415 or Rule 462(b) of the
         Securities Act, including any pre-effective or post-effective
         amendments thereto, relating to the registration under the Securities
         Act of the TARGETS;

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

                  (c) to prepare for filing by the Trust an application to the
         Chicago Board Options Exchange, any other national stock exchange or
         national securities exchange for listing upon notice of issuance of any
         TARGETS;

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

                  (e) to negotiate the terms of an underwriting agreement or
         agreements providing for the sale of the TARGETS.

                                       23
<PAGE>   30

                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1       NUMBER OF TRUSTEES.

                  The number of Trustees initially shall be five (5), and:

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

                  (b) after the issuance of any Securities, the number of
         Trustees may be increased or decreased by vote of the Holders of a
         Majority of the Common Securities voting as a class at a meeting of the
         Holders of the Common Securities or by written consent of such holders
         in lieu of a meeting,

provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee, in the case of a natural person,
shall be a person who is a resident of the State of Delaware or that, if not a
natural person, shall be an entity which has its principal place of business in
the State of Delaware (the "Delaware Trustee"); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with, the Sponsor (a
"Regular Trustee"); and (3) one Trustee shall be the Institutional Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as the Delaware Trustee if
it meets the applicable requirements.

SECTION 5.2       DELAWARE TRUSTEE.

                  If required by the Business Trust Act, the Delaware Trustee
shall be:

                  (a) a natural person who is a resident of the State of
         Delaware; or

                  (b) if not a natural person, an entity which has its principal
         place of business in the State of Delaware, and otherwise meets the
         requirements of applicable law, provided that, if the Institutional
         Trustee has its principal place of business in the State of Delaware
         and otherwise meets the requirements of applicable law, then the
         Institutional Trustee shall also be the Delaware Trustee and Section
         3.11 shall have no application.

SECTION 5.3       INSTITUTIONAL TRUSTEE; ELIGIBILITY.

                  (a) There shall at all times be one Trustee that shall act as
         Institutional Trustee shall:

                  (i)  not be an Affiliate of the Sponsor;

                  (ii) be a corporation organized and doing business under the
         laws of the United States of America or any State or Territory thereof
         or of the District of Columbia, or a corporation or Person permitted by
         the Commission to act as an institutional trustee under the Trust
         Indenture Act, authorized under such laws to exercise corporate trust

                                       24
<PAGE>   31

         powers, having a combined capital and surplus of at least 50 million
         U.S. dollars ($50,000,000), and subject to supervision or examination
         by Federal, State, Territorial or District of Columbia authority. If
         such corporation publishes reports of condition at least annually,
         pursuant to law or to the requirements of the supervising or examining
         authority referred to above, then for the purposes of this Section
         5.3(a)(ii), the combined capital and surplus of such corporation shall
         be deemed to be its combined capital and surplus as specified in its
         most recent report of condition so published; and

                  (iii) if the Trust is excluded from the definition of an
         Investment Company solely by means of Rule 3a-5 and to the extent Rule
         3a-5 requires a trustee having certain qualifications to hold title to
         the "eligible assets" of the Trust, the Institutional Trustee shall
         possess those qualifications.

                  (b) If at any time the Institutional Trustee shall cease to be
eligible to so act under Section 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect specified in Section
5.6(c).

                  (c) If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Institutional Trustee and the Holders of the Common
Securities (as if such Holders were the obligor referred to in Section 310(b) of
the Trust Indenture Act) shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.

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

                  (e) The initial Institutional Trustee shall be as specified in
Section 5.5 hereof.

SECTION 5.4       QUALIFICATIONS OF REGULAR TRUSTEES AND DELAWARE TRUSTEE
                  GENERALLY.

                  Each Regular Trustee and the Delaware Trustee (unless the
Institutional Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

SECTION 5.5       INITIAL TRUSTEES; ADDITIONAL POWERS OF REGULAR TRUSTEES.

                  (a)      The initial Regular Trustees shall be:

                                 Michael J. Day
                                Charles W. Scharf
                               [                 ]

                  The initial Delaware Trustee shall be:

                          Chase Manhattan Bank Delaware

                                       25
<PAGE>   32

                  The initial Institutional Trustee shall be:

                            The Chase Manhattan Bank

                  (b) Except as expressly specified in this Declaration and
except if a meeting of the Regular Trustees is called with respect to any matter
over which the Regular Trustees have power to act, any power of the Regular
Trustees may be exercised by, or with the consent of, any one such Regular
Trustee; and

                  (c) Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Regular Trustee is authorized to execute on behalf of the Trust any documents
which the Regular Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6; provided that the registration statement
referred to in Section 3.6, including any amendments thereto, shall be signed by
a majority of the Regular Trustees.

SECTION 5.6       APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

                  (a) Subject to Section 5.6(b), Trustees may be appointed or
removed without cause at any time:

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

                  (ii) after the issuance of any Securities, by vote of the
         Holders of a Majority of the Common Securities voting as a class at a
         meeting of the Holders of the Common Securities or by written consent
         of such holders in lieu of a meeting.

                  (b)(i) The Trustee that acts as Institutional Trustee shall
         not be removed in accordance with Section 5.6(a) until a successor
         Trustee possessing the qualifications to act as Institutional Trustee
         under Section 5.3 (a "Successor Institutional Trustee") has been
         appointed and has accepted such appointment by written instrument
         executed by such Successor Institutional Trustee and delivered to the
         Regular Trustees and the Sponsor; and

                  (ii) the Trustee that acts as Delaware Trustee shall not be
         removed in accordance with Section 5.6(a) until a successor Trustee
         possessing the qualifications to act as Delaware Trustee under Sections
         5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed and has
         accepted such appointment by written instrument executed by such
         Successor Delaware Trustee and delivered to the Regular Trustees and
         the Sponsor.

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

                                       26
<PAGE>   33

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

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

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

                  (ii) no such resignation of the Trustee that acts as the
         Delaware Trustee shall be effective until a Successor Delaware Trustee
         has been appointed and has accepted such appointment by instrument
         executed by such Successor Delaware Trustee and delivered to the Trust,
         the Sponsor and the resigning Delaware Trustee.

                  (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
Institutional Trustee as the case may be if the Institutional Trustee or the
Delaware Trustee delivers an instrument of resignation in accordance with this
Section 5.6.

                  (e) If no Successor Institutional Trustee or Successor
Delaware Trustee shall have been appointed and accepted appointment as provided
in this Section 5.6 within 60 days after delivery to the Sponsor and the Trust
of an instrument of resignation, the resigning Institutional Trustee or Delaware
Trustee, as applicable, may petition any court of competent jurisdiction for
appointment of a Successor Institutional Trustee or Successor Delaware Trustee.
Such court may thereupon, after prescribing such notice, if any, as it may deem
proper and prescribe, appoint a Successor Institutional Trustee or Successor
Delaware Trustee, as the case may be.

                  (f) No Institutional Trustee or Delaware Trustee shall be
Liable for the acts or omissions to act of any Successor Institutional Trustee
or Successor Delaware Trustee, as the case may be.

SECTION 5.7       VACANCIES AMONG TRUSTEES.

                  If a Trustee ceases to hold office for any reason and the
number of Trustees is not reduced pursuant to Section 5.1, or if the number of
Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A
resolution certifying the existence of such vacancy by the Regular Trustees or,
if there are more than two, a majority of the Regular Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.6.

SECTION 5.8       EFFECT OF VACANCIES.

                  The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to annul the

                                       27
<PAGE>   34

Trust. Whenever a vacancy in the number of Regular Trustees shall occur, until
such vacancy is filled by the appointment of a Regular Trustee in accordance
with Section 5.6, the Regular Trustees in office, regardless of their number,
shall have all the powers granted to the Regular Trustees and shall discharge
all the duties imposed upon the Regular Trustees by this Declaration.

SECTION 5.9       MEETINGS.

                  If there is more than one Regular Trustee, meetings of the
Regular Trustees shall be held from time to time upon the call of any Regular
Trustee. Regular meetings of the Regular Trustees may be held at a time and
place fixed by resolution of the Regular Trustees. Notice of any in-person
meetings of the Regular Trustees shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 48 hours before such meeting. Notice of any telephonic meetings of the
Regular Trustees or any committee thereof shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 24 hours before a meeting. Notices shall contain a brief
statement of the time, place and anticipated purposes of the meeting. The
presence (whether in person or by telephone) of a Regular Trustee at a meeting
shall constitute a waiver of notice of such meeting except where a Regular
Trustee attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Declaration, any action of
the Regular Trustees may be taken at a meeting by vote of a majority of the
Regular Trustees present (whether in person or by telephone) and eligible to
vote with respect to such matter; provided that a Quorum is present, or without
a meeting by the unanimous written consent of the Regular Trustees. In the event
there is only one Regular Trustee, any and all action of such Regular Trustee
shall be evidenced by a written consent of such Regular Trustee.

SECTION 5.10      DELEGATION OF POWER.

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

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

SECTION 5.11      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

                  Any corporation into which the Institutional Trustee or the
Delaware Trustee, as the case may be, may be merged or converted or with which
either may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Institutional

                                       28
<PAGE>   35

Trustee or the Delaware Trustee, as the case may be, shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Institutional Trustee or the Delaware Trustee, as the case may be, shall
be the successor of the Institutional Trustee or the Delaware Trustee, as the
case may be, hereunder; provided such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto.

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1       DISTRIBUTIONS.

                  Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holder's Securities. Distributions shall be
made on the TARGETS and the Common Securities in accordance with the preferences
specified in their respective terms. If and to the extent that (i) the Company
makes a payment in respect of the Forward Contract Certificates held by the
Institutional Trustee or (ii) the issuer of the Treasury Securities makes a
payment in respect of the Treasury Securities held by the Institutional Trustee
(the amount of any such payments described in the foregoing clauses (i) and (ii)
is referred to herein as a "Payment Amount"), the Institutional Trustee shall be
and is directed to make a distribution (a "Distribution") of the Payment Amount
to the Holders on a Pro Rata basis.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1       GENERAL PROVISIONS REGARDING SECURITIES.

                  (a) The Regular Trustees shall, on behalf of the Trust, issue
(i) one class of securities, known as the Targeted Growth Enhanced Terms
Securities(R) ("TARGETS") representing undivided beneficial interests in the
assets of the Trust having such terms as are specified in Annex I and (ii) one
class of common securities (the "Common Securities") representing undivided
beneficial interests in the assets of the Trust having such terms as are
specified in Annex I. The Trust shall issue no securities or other interests in
the assets of the Trust other than the TARGETS and the Common Securities.

                  (b) The Trust Certificates shall be signed on behalf of the
Trust by a Regular Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Regular Trustee. In case any Regular
Trustee of the Trust who shall have signed any of the Securities shall cease to
be such Regular Trustee before the Trust Certificates so signed shall be
delivered by the Trust, such Trust Certificates nevertheless may be delivered as
though the person who signed such Trust Certificates had not ceased to be such
Regular Trustee; and any Trust Certificate may be signed on behalf of the Trust
by any person who, at the actual date of execution of such Security, shall be a
Regular Trustee of the Trust, although at the date of the execution and delivery
of the Declaration any such person was not a Regular Trustee. Trust Certificates
shall be printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Regular Trustees, as evidenced by
their execution thereof, and

                                       29
<PAGE>   36

may have such letters, numbers or other marks of identification or designation
and such legends or endorsements as the Regular Trustees may deem appropriate,
or as may be required to comply with any law or with any rule or regulation of
any stock exchange on which Securities may be listed, or to conform to usage.

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

                  (d) Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and nonassessable.

                  (e) Each of the Trust and SSBH, and each Holder of Securities,
by acceptance of the TARGETS Certificate, hereby agrees that: (i) it will treat
the Indenture and any Forward Contract in its entirety as a forward contract for
the delivery of cash under the terms of which contract (A) at the time of
issuance of the Securities the Holder deposits irrevocably with the Trust a
fixed amount of cash equal to the purchase price of the TARGETS less the
purchase price of the Treasury Securities, to assure the fulfillment of the
Holder's purchase obligation described in clause (C) below, which deposit will
unconditionally and irrevocably be applied by the Trust at Maturity to satisfy
such obligation, (B) until the Maturity Date SSBH may be obligated to pay Yield
Enhancement Payments on such deposit as compensation to the Holder for SSBH's
use of such cash deposit during the term of the Securities and (C) at the
Maturity Date such cash deposit unconditionally and irrevocably will be applied
by the Trust in full satisfaction of the holder's obligation under the forward
purchase contract, and the Trust will deliver to the holder the amount of cash
that the holder is entitled to receive at that time pursuant to the terms of the
Securities; (ii) it will treat, consistent with the above characterization,
amounts paid to the Trust in respect of the forward contract as allocable in
their entirety to the amount of the cash deposit attributable to such forward
contract; (iii) it will not treat the Indenture and any Forward Contract, any
portion of the Securities, or any obligation arising therefrom as giving rise to
any interest income (except in regards to any Yield Enhancement Payments (if
any)) or other inclusions of ordinary income (in the case of each Holder) or as
giving rise to any interest expense or other deductions of ordinary expense (in
the case of SSBH); (iv) it will not treat the delivery of any portion of the
cash value of the shares to be delivered pursuant to the Indenture or any
Forward Contract (except in regards to any Yield Enhancement Payments (if any))
as the payment of interest or ordinary income; and (v) it will not take any
action (including filing tax return or form or taking any position in any tax
proceeding) that is inconsistent with the obligation contained in clauses (i)
through (iv), unless such action or position is required by an applicable
taxing authority or unless such action or position is required by a change in
statutory law or regulation or by a judicial or other authoritive
interpretation of the law enacted, promulgated or published after the date
hereof.

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

                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1       TERMINATION OF TRUST.

                  (a) The Trust shall terminate:

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

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

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

                  (iv) upon the occurrence and continuation of an Acceleration
         Event pursuant to which the Trust is dissolved in accordance with the
         terms of the Securities and the Accelerated Maturity Payment and the
         Treasury Proceeds shall have been distributed to the Holders of
         Securities in exchange for all of the Securities;

                  (v) upon distribution to the Holders of the Maturity Payment
         and the final payment due in respect of the Treasury Securities;

                  (vi) before the issuance of any Securities, with the consent
         of all of the Regular Trustees and the Sponsor; or

                                       30
<PAGE>   37

                  (vii) upon the expiration of the term of the Trust specified
         in Section 3.14; provided that so long as any TARGETS are outstanding
         and are not held entirely by SSBH or an affiliate or related party, the
         Trust may not voluntarily liquidate, dissolve, wind-up or terminate
         except in connection with the occurrence of an Acceleration Event.

                  (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1 (a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

                  (c) The provisions of Section 3.9 and Article X shall survive
the termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1       TRANSFER OF SECURITIES.

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

                  (b) Subject to this Article IX, TARGETS shall be freely
transferable.

                  (c) Subject to this Article IX, the Sponsor and any Related
Party may only transfer Common Securities to the Sponsor or a Related Party of
the Sponsor; provided that any such transfer is subject to the condition
precedent that the transferor obtain the written opinion of nationally
recognized independent counsel experienced in such matters that such transfer
would not cause more than an insubstantial risk that:

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

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

SECTION 9.2       TRANSFER OF TRUST CERTIFICATES.

                  The Regular Trustees shall provide for the registration of
Trust Certificates and of transfers of Trust Certificates, which will be
effected without charge but only upon payment (with such indemnity as the
Regular Trustees may require) in respect of any tax or other government charges
that may be imposed in relation to it. The Regular Trustees hereby appoint the
Institutional Trustee the transfer agent for Trust Certificates. Upon surrender
for registration of transfer of any Trust Certificate, the Regular Trustees
shall cause one or more new Trust Certificates to be issued in the name of the
designated transferee or transferees. Every Trust Certificate surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Regular Trustees duly executed by the
Holder or such

                                       31
<PAGE>   38

Holder's attorney duly authorized in writing. Each Trust Certificate surrendered
for registration of transfer shall be canceled by the Regular Trustees. A
transferee of a Trust Certificate shall be entitled to the rights and subject to
the obligations of a Holder hereunder upon the receipt by such transferee of a
Trust Certificate. By acceptance of a Trust Certificate, each transferee shall
be deemed to have agreed to be bound by this Declaration.

SECTION 9.3       DEEMED SECURITY HOLDERS.

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

SECTION 9.4       BOOK-ENTRY INTERESTS.

                  Unless otherwise specified in the terms of the TARGETS, the
TARGETS Certificates, on original issuance, will be issued in the form of one or
more, fully registered, global certificates (each a "Global Certificate"), to be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust.
Such Global Certificates shall initially be registered on the books and records
of the Trust in the name of Cede & Co., the nominee of DTC, and no TARGETS
Beneficial Owner will receive a definitive TARGETS Certificate representing such
TARGETS Beneficial Owner's interests in such Global Certificates, except as
provided in Section 9.7. Unless and until definitive, fully registered TARGETS
Certificates (the "Definitive TARGETS Certificates") have been issued to the
TARGETS Beneficial Owners pursuant to Section 9.7:

                  (a) the provisions of this Section 9.4 shall be in full force
         and effect;

                  (b) the Trust and the Trustees shall be entitled to deal with
         the Clearing Agency for all purposes of this Declaration (including the
         payment of Distributions on the Global Certificates and receiving
         approvals, votes or consents hereunder) as the Holder of the TARGETS
         and the sole holder of the Global Certificates and shall have no
         obligation to the TARGETS Beneficial Owners;

                  (c) to the extent that the provisions of this Section 9.4
         conflict with any other provisions of this Declaration, the provisions
         of this Section 9.4 shall control; and

                  (d) the rights of the TARGETS Beneficial Owners shall be
         exercised only through the Clearing Agency and shall be limited to
         those established by law and agreements between such TARGETS Beneficial
         Owners and the Clearing Agency and/or the Clearing Agency Participants
         and the Clearing Agency shall receive and transmit payments of
         Distributions on the Global Certificates to such Clearing Agency

                                       32
<PAGE>   39

         Participants. The Clearing Agency will make book entry transfers among
         the Clearing Agency Participants.

SECTION 9.5       NOTICES TO CLEARING AGENCY.

                  Whenever a notice or other communication to the TARGETS
Holders is required under this Declaration, unless and until Definitive TARGETS
Certificates shall have been issued to the TARGETS Beneficial Owners pursuant to
Section 9.7, the Regular Trustees shall give all such notices and communications
specified herein to be given to the TARGETS Holders to the Clearing Agency, and
upon doing so shall have no obligations to give any additional notice to the
TARGETS Beneficial Owners.

SECTION 9.6       APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

                  If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the TARGETS, the Regular Trustees may, in
their sole discretion, appoint a successor Clearing Agency with respect to such
TARGETS.

SECTION 9.7       DEFINITIVE TARGETS CERTIFICATES.

                  If:

                  (a) a Clearing Agency elects to discontinue its services as
securities depositary with respect to the TARGETS and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 9.6; or

                  (b) the Regular Trustees elect after consultation with the
Sponsor to terminate the book entry system through the Clearing Agency with
respect to the TARGETS;

then:

                  (x) Definitive TARGETS Certificates shall be prepared by the
Regular Trustees on behalf of the Trust with respect to such TARGETS; and

                  (y) upon surrender of the Global Certificates by the Clearing
Agency, accompanied by registration instructions, the Regular Trustees shall
cause Definitive TARGETS Certificates to be delivered to TARGETS Beneficial
Owners in accordance with the instructions of the Clearing Agency. Neither the
Trustees nor the Trust shall be liable for any delay in delivery of such
instructions and each of them may conclusively rely on and shall be protected in
relying on, said instructions of the Clearing Agency. The Definitive TARGETS
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Regular Trustees, as
evidenced by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements as
the Regular Trustees may deem appropriate, or as may be required to comply with
any law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which TARGETS may be listed, or to conform
to usage.

                                       33
<PAGE>   40

SECTION 9.8       MUTILATED, DESTROYED, LOST OR STOLEN TRUST CERTIFICATES.

                  If:

                  (a) any mutilated Trust Certificates should be surrendered to
         the Regular Trustees, or if the Regular Trustees shall receive evidence
         to their satisfaction of the destruction, loss or theft of any Trust
         Certificate; and

                  (b) there shall be delivered to the Regular Trustees such
         security or indemnity as may be required by them to keep each of them
         harmless;

then, in the absence of notice that such Trust Certificate shall have been
acquired by a bona fide purchaser, any Regular Trustee on behalf of the Trust
shall execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like
denomination. In connection with the issuance of any new Trust Certificate under
this Section 9.8, the Regular Trustees 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 Certificate issued pursuant to this
Section shall constitute conclusive evidence of an ownership interest in the
relevant Securities, as if originally issued, whether or not the lost, stolen or
destroyed Trust Certificate shall be found at any time.

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

SECTION 10.1      LIABILITY.

                  (a) Except as expressly specified in this Declaration, the
TARGETS Guarantee and the terms of the Securities, the Sponsor shall not be:

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

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

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

                  (c) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the TARGETS 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.

                                       34
<PAGE>   41

SECTION 10.2      EXCULPATION.

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

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

SECTION 10.3      FIDUCIARY DUTY.

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

                  (b) Unless otherwise expressly provided herein:

                  (i) whenever a conflict of interest exists or arises between
         any Covered Persons; or

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

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not

                                       35
<PAGE>   42

constitute a breach of this Declaration or any other agreement contemplated
herein or of any duty or obligation of the Indemnified Person at law or in
equity or otherwise.

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

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

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

SECTION 10.4      INDEMNIFICATION.

                  (a) (i) The Company shall indemnify, to the full extent
         permitted by law, any Company Indemnified Person who was or is a party
         or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the Trust) by reason of the fact that he is or was a Company
         Indemnified Person against expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection with such action, suit or proceeding if
         he acted in good faith and in a manner he reasonably believed to be in
         or not opposed to the best interests of the Trust, and, with respect to
         any criminal action or proceeding, had no reasonable cause to believe
         his conduct was unlawful. The termination of any action, suit or
         proceeding by judgment, order, settlement, conviction, or upon a plea
         of nolo contendere or its equivalent, shall not, of itself, create a
         presumption that the Company Indemnified Person did not act in good
         faith and in a manner which he reasonably believed to be in or not
         opposed to the best interests of the Trust, and, with respect to any
         criminal action or proceeding, had reasonable cause to believe that his
         conduct was unlawful.

                  (ii) The Company shall indemnify, to the full extent permitted
         by law, any Company Indemnified Person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action or suit by or in the right of the Trust to procure a judgment in
         its favor by reason of the fact that he is or was a Company Indemnified
         Person against expenses (including attorneys' fees) actually and
         reasonably incurred by him in connection with the defense or settlement
         of such action or suit if he acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of
         the Trust and except that no such indemnification shall be made in
         respect of any claim, issue or matter as to which such Company
         Indemnified Person shall have been adjudged to be liable to the Trust
         unless and only to the extent that the Court of Chancery of Delaware or
         the court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the

                                       36
<PAGE>   43

         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which such Court of Chancery or
         such other court shall deem proper.

                  (iii) To the extent that a Company Indemnified Person shall be
         successful on the merits or otherwise (including dismissal of an action
         without prejudice or the settlement of an action without admission of
         liability) in defense of any action, suit or proceeding referred to in
         paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any
         claim, issue or matter therein, he shall be indemnified, to the full
         extent permitted by law, against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

                  (iv) Any indemnification under paragraphs (i) and (ii) of this
         Section 10.4(a) (unless ordered by a court) shall be made by the
         Company only as authorized in the specific case upon a determination
         that indemnification of the Company Indemnified Person is proper in the
         circumstances because he has met the applicable standard of conduct
         specified in paragraphs (i) and (ii). Such determination shall be made
         (1) by the Regular Trustees by a majority vote of a quorum consisting
         of such Regular Trustees who were not parties to such action, suit or
         proceeding, (2) if such a quorum is not obtainable, or, even if
         obtainable, if a quorum of disinterested Regular Trustees so directs,
         by independent legal counsel in a written opinion, or (3) by the Common
         Security Holder of the Trust.

                  (v) Expenses (including attorneys' fees) incurred by a Company
         Indemnified Person in defending a civil, criminal, administrative or
         investigative action, suit or proceeding referred to in paragraphs (i)
         and (ii) of this Section 10.4(a) shall be paid by the Company in
         advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such Company
         Indemnified Person to repay such amount if it shall ultimately be
         determined that he is not entitled to be indemnified by the Company as
         authorized in this Section 10.4(a). Notwithstanding the foregoing, no
         advance shall be made by the Company if a determination is reasonably
         and promptly made (i) by the Regular Trustees by a majority vote of a
         quorum of disinterested Regular Trustees, (ii) if such a quorum is not
         obtainable, or, even if obtainable, if a quorum of disinterested
         Regular Trustees so directs, by independent legal counsel in a written
         opinion or (iii) the Common Security Holder of the Trust, that, based
         upon the facts known to the Regular Trustees, counsel or the Common
         Security Holder at the time such determination is made, such Company
         Indemnified Person acted in bad faith or in a manner that such person
         did not believe to be in or not opposed to the best interests of the
         Trust, or, with respect to any criminal proceeding, that such Company
         Indemnified Person believed or had reasonable cause to believe his
         conduct was unlawful. In no event shall any advance be made in
         instances where the Regular Trustees, independent legal counsel or
         Common Security Holder reasonably determine that such person
         deliberately breached his duty to the Trust or its Common or TARGETS
         Holders.

                  (vi) The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other paragraphs of this Section
         10.4(a) shall not be deemed exclusive of any other rights to which
         those seeking indemnification and advancement of expenses

                                       37
<PAGE>   44

         may be entitled under any agreement, vote of stockholders or
         disinterested directors of the Company or TARGETS Holders of the Trust
         or otherwise, both as to action in his official capacity and as to
         action in another capacity while holding such office. All rights to
         indemnification under this Section 10.4(a) shall be deemed to be
         provided by a contract between the Company and each Company Indemnified
         Person who serves in such capacity at any time while this Section
         10.4(a) is in effect. Any repeal or modification of this Section
         10.4(a) shall not affect any rights or obligations then existing.

                  (vii) The Company may purchase and maintain insurance on
         behalf of any person who is or was a Company Indemnified Person against
         any liability asserted against him and incurred by him in any such
         capacity, or arising out of his status as such, whether or not the
         Company would have the power to indemnify him against such liability
         under the provisions of this Section 10.4(a).

                  (viii) For purposes of this Section 10.4(a), references to
         "the Trust" shall include, in addition to the resulting or surviving
         entity, any constituent entity (including any constituent of a
         constituent) absorbed in a consolidation or merger, so that any person
         who is or was a director, trustee, officer or employee of such
         constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee or agent
         of another entity, shall stand in the same position under the
         provisions of this Section 10.4(a) with respect to the resulting or
         surviving entity as he would have with respect to such constituent
         entity if its separate existence had continued.

                  (ix) The indemnification and advancement of expenses provided
         by, or granted pursuant to, this Section 10.4(a) shall, unless
         otherwise provided when authorized or ratified, continue as to a person
         who has ceased to be a Company Indemnified Person and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

                  (b) The Company agrees to indemnify the (i) Institutional
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Institutional
Trustee and the Delaware Trustee, and (iv) any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Institutional Trustee and the Delaware Trustee (each
of the Persons in (i) through (iv) being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration or
the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligation to indemnify as specified in this
Section 10.4(b) shall survive the satisfaction and discharge of this
Declaration.

SECTION 10.5      OUTSIDE BUSINESSES.

                  Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee may engage in or possess an interest in other business
ventures of any nature or

                                       38
<PAGE>   45

description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the Holders of Securities shall have no rights
by virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee, or the
Institutional Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor, the Delaware Trustee and the Institutional Trustee shall have the
right to take for its own account (individually or as a partner or fiduciary) or
to recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Institutional Trustee may engage or
be interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1      FISCAL YEAR.

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

SECTION 11.2      CERTAIN ACCOUNTING MATTERS.

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

                  (b) The Regular Trustees shall cause to be prepared and
delivered to each of the Holders of Securities, to the extent, if any, required
by the Trust Indenture Act, within 180 days after the end of each Fiscal Year of
the Trust, annual financial statements of the Trust, including a balance sheet
of the Trust as of the end of such Fiscal Year, and the related statements of
income or loss.

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

                                       39
<PAGE>   46

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

SECTION 11.3      BANKING.

                  The Trust shall maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Forward Contract Certificates or the Treasury Securities
held by the Institutional Trustee shall be made directly to the Institutional
Trustee Account and no other funds of the Trust shall be deposited in the
Institutional Trustee Account. The sole signatories for such accounts shall be
designated by the Regular Trustees; provided, however, that the Institutional
Trustee shall designate the signatories for the Institutional Trustee Account.

SECTION 11.4      WITHHOLDING.

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

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1      AMENDMENTS.

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

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

                                       40
<PAGE>   47

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

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

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

                  (i) unless, in the case of any proposed amendment, the
         Institutional Trustee shall have first received:

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

                           (B) if such proposed amendment affects the rights,
                  powers, duties, obligations or immunities of the Institutional
                  Trustee, an opinion of counsel (who may be counsel to the
                  Sponsor or the Trust and which opinion shall be prepared at
                  the expense of the Sponsor) that such amendment is permitted
                  by, and conforms to, the terms of this Declaration (including
                  the terms of the Securities); and

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

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

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

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

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

                  (d) Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities.

                  (e) Article IV shall not be amended without the consent of the
Holders of a Majority of the Common Securities.

                  (f) The rights of the Holders of the Common Securities under
Article V to increase or decrease the number of and appoint and remove Trustees
shall not be amended without the consent of the Holders of a Majority of the
Common Securities.

                                       41
<PAGE>   48

                  (g) Subject to Section 12.1(c), this Declaration may be
amended without the consent of the Holders of the Securities to:

                  (i) cure any ambiguity;

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

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

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

                  (v) modify, eliminate and add to any provision of the
         Declaration to such extent as may be reasonably necessary to effectuate
         any of the foregoing or to otherwise comply with applicable law.

SECTION 12.2      MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
                  CONSENT.

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

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

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

                                       42
<PAGE>   49

         necessary to authorize or take such action at a meeting at which all
         Holders of Securities having a right to vote thereon were present and
         voting. Prompt notice of the taking of action without a meeting shall
         be given to the Holders of Securities entitled to vote who have not
         consented in writing. The Regular Trustees may specify that any written
         ballot submitted to the Security Holder for the purpose of taking any
         action without a meeting shall be returned to the Trust within the time
         specified by the Regular Trustees;

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

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

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

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.1      NOTICES.

                  All notices provided for in this Declaration shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by first class mail postage prepaid, as follows:

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

                                    388 Greenwich Street
                                    New York, New York 10013

                                       43
<PAGE>   50

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

                                    1201 Market Street
                                    Wilmington, Delaware 19801
                                    Attention:  Corporate Trust Department

                  (c) if given to the Institutional Trustee, at the mailing
address specified below (or such other address as the Institutional Trustee may
give notice of to the Holders of the Securities):

                                    450 West 33rd Street - 14th Floor
                                    New York, New York 10001
                                    Attention: Capital Markets Fiduciary
                                    Services

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

                                    388 Greenwich Street
                                    New York, New York 10013

                  (e) if given to any other Holder, at the address specified on
the books and records of the Trust.

                  All notices provided for in this Declaration shall be deemed
to have been given when received in person, telecopied with receipt confirmed,
or mailed by first class mail, postage prepaid except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address
of which no notice was given, such notice or other document shall be deemed to
have been delivered on the date of such refusal or inability to deliver.

SECTION 13.2      GOVERNING LAW.

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

SECTION 13.3      INTENTION OF THE PARTIES.

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

SECTION 13.4      HEADINGS.

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

                                       44
<PAGE>   51

SECTION 13.5      SUCCESSORS AND ASSIGNS.

                  Whenever in this Declaration any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Declaration by the
Sponsor and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.

SECTION 13.6      PARTIAL ENFORCEABILITY.

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

SECTION 13.7      COUNTERPARTS.

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

                                       45
<PAGE>   52

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


                                           -------------------------------------
                                           Michael J. Day, as Regular Trustee


                                           -------------------------------------
                                           Charles W. Scharf, as Regular Trustee


                                           -------------------------------------
                                           [              ], as Regular Trustee


                                           CHASE MANHATTAN BANK DELAWARE,
                                           as Delaware Trustee


                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                           THE CHASE MANHATTAN BANK,
                                           as Institutional Trustee


                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                           SALOMON SMITH BARNEY HOLDINGS INC.,
                                           as Sponsor


                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:


<PAGE>   53



                                   SCHEDULE I

                               TREASURY SECURITIES

                  All forms specified are for stripped principal or interest
components of U.S. Treasury debt obligations.

<TABLE>
<CAPTION>
Par        Zero-Coupon Strip.        Rate         Price         Cost
---        ------------------        ----         -----         ----
<S>        <C>                       <C>          <C>          <C>

</TABLE>




<PAGE>   54


                                                                         ANNEX I

                                    TERMS OF
                                   THE TARGETS
                                       AND
                                COMMON SECURITIES

                  Pursuant to Section 7.1 of the Amended and Restated
Declaration of Trust, dated as of               , 2000 (as amended from time to
time, the "Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the TARGETS and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning specified in the Declaration or, if not defined in such
Declaration, as defined in the Prospectus referred to below):

                  1. Designation and Number.
                     -----------------------

                  (a) TARGETS.   Securities of the Trust are hereby designated
for the purposes of identification only as "Targeted Growth Enhanced Terms
Securities" (the "TARGETS"). The certificates evidencing the TARGETS shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange or
national securities market on which the TARGETS are listed.

                  (b) Common Securities.   Securities of the Trust are hereby
designated for the purposes of identification only as "Trust Common Securities"
(the "Common Securities" and, together with the TARGETS, the "Securities"). The
certificates evidencing the Common Securities shall be substantially in the form
of Exhibit A-2 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice.

                  2. Distributions.
                     --------------

                  (a) Distributions payable on each Security will be a Pro Rata
portion of (i) all monies received by the Trust as quarterly distributions in
respect of the Treasury Securities and in respect of the Yield Enhancement
Payments (the "Quarterly Distributions"), (ii) the Maturity Payment or the
Accelerated Maturity Payment, as the case may be, with respect to the Forward
Contract and (iii) upon the sale of the Treasury Securities by the Institutional
Trustee following an Acceleration Event, the net proceeds received by the Trust
(the "Treasury Proceeds") from the sale of such Treasury Securities. A
Distribution is payable only to the extent that monies are received in respect
of the Forward Contract Certificates or Treasury Securities held by the
Institutional Trustee on behalf of the Trust and to the extent the Trust has
funds available therefor.

                  (b) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust at the
close of business on the relevant record dates. While the TARGETS remain in
book-entry only form, the relevant record dates for

                                      I-1
<PAGE>   55

Distributions of the Maturity Payment or Accelerated Maturity Payment shall be
one Business Day prior to the date such Maturity Payment or Accelerated Maturity
Payment, as the case may be, is received by the Trust with respect to the
Forward Contract Certificates. While the TARGETS remain in book-entry only form,
the relevant record dates for Quarterly Distributions shall be one Business Day
prior to the relevant payment dates, which payment dates shall correspond to the
dates on which payments are made in respect of, and in accordance with the terms
of, the Treasury Securities and the Forward Contract Certificates. While the
TARGETS remain in book-entry only form, the relevant record date for
Distributions of the Treasury Proceeds shall be the date that is one Business
Day prior to the date such Treasury Proceeds are received by the Trust upon
liquidation of the Treasury Securities. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in respect
of the TARGETS will be made as described under the heading "Description of the
TARGETS -- Book-Entry Only Issuance" in the Prospectus dated              , 2000
(the "Prospectus"), of the Trust included in the Registration Statement on Form
S-3 of the Sponsor and the Trust with respect to the TARGETS. The relevant
record dates for the Common Securities shall be the same record dates as for the
TARGETS. If the TARGETS shall not continue to remain in book-entry only form,
the relevant record dates for any Distributions shall conform to the rules of
any securities exchange or national securities market on which they are listed
and, if none, shall be 15 days before the relevant payment dates, which payment
dates shall correspond to the dates on which payments are made in respect of,
and in accordance with the terms of, the Treasury Securities and the Forward
Contract Certificates and which record date shall be confirmed by the Regular
Trustees in writing to the Institutional Trustee. Distributions payable on any
Securities that are not punctually paid on any Distribution payment date, as a
result of either the Company having failed to make a payment under the Forward
Contract or the issuer of the Treasury Securities having failed to make a
payment in respect of the Treasury Securities, will cease to be payable to the
Person in whose name such Securities are registered on the relevant record date,
and such defaulted Distribution will instead be payable to the Person in whose
name such Securities are registered on a special record date which shall be the
date on which the amount of the defaulted Distributions are actually received by
the Trust. If any date on which Distributions are payable on the Securities is
not a Business Day, then payment of the Distribution payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date.

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

                  3. Liquidation Distribution Upon Dissolution.
                     ------------------------------------------

                  Except as otherwise provided herein, in the event of any
voluntary or involuntary dissolution, winding-up or termination of the Trust,
the Holders of the Securities on the date of the dissolution, winding-up or
termination, as the case may be, will be entitled to receive distributions out
of the assets of the Trust available for distribution to Holders of Securities
after satisfaction of liabilities of creditors of the Trust, on a Pro Rata
basis.

                                      I-2
<PAGE>   56

                  4. Distribution Upon an Acceleration Event.
                     ----------------------------------------

                  (a) If, at any time, a Tax Event, an Investment Company Event
or a Bankruptcy Event (each as defined herein and each an "Acceleration Event")
shall occur and be continuing, the Regular Trustees shall give written
instructions to the Institutional Trustee to (a) dissolve the Trust, liquidate
the Treasury Securities by soliciting at least three all cash bids (one of which
may be from an affiliate of the Sponsor) and selling and transferring the
Treasury Securities to the highest of the three bidders and, (b) after
satisfaction of creditors, cause to be distributed as soon as is practicable
following the occurrence of such Acceleration Event, to the Holders of the
Securities in liquidation of such Holders' interests in the Trust on a Pro Rata
basis, of (i) the Accelerated Maturity Payment and (ii) the Treasury Proceeds.

                  "Tax Event" means that SSBH shall have requested and received
and shall have delivered to the Regular Trustees an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that there has been (a) an amendment to, change in or announced proposed change
in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, (b) a judicial
decision interpreting, applying, or clarifying such laws or regulations, (c) an
administrative pronouncement or action that represents an official position
(including a clarification of an official position) of the governmental
authority or regulatory body making such administrative pronouncement or taking
such action, or (d) a threatened challenge asserted in connection with an audit
of SSBH or any of its subsidiaries, or the Trust, or a threatened challenge
asserted in writing against any other taxpayer that has raised capital through
the issuance of securities that are substantially similar to the Forward
Contract Certificates or the TARGETS, which amendment or change is adopted or
which proposed change, decision or pronouncement is announced or which action,
clarification or challenge occurs on or after the date of the Prospectus
relating to the original issuance of the TARGETS (collectively a "Tax Action"),
which Tax Action relates to any of the items described in (i) and (ii) below,
and that there is more than an insubstantial risk that (i) the Trust is, or will
be, subject to United States federal income tax with respect to income accrued
or received in respect of the Forward Contract or the Treasury Securities, or
(ii) the Trust is, or will be, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

                  "Investment Company Event" means that SSBH shall have
requested and received and shall have delivered to the Regular Trustees an
opinion of nationally recognized independent legal counsel experienced in such
matters to the effect that as a result of the occurrence on or after the date
hereof of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, the Trust is or will be considered an
"investment company" which is required to be registered under the 1940 Act.

                  "Bankruptcy Event" means either of the following shall have
occurred: (i) the entry of a decree or order for relief in respect of the
Company by a court having jurisdiction in the premises in an involuntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or other similar

                                      I-3
<PAGE>   57

official) of the Company or of any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 90 consecutive days; or
(ii) the commencement by the Company of a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or other similar law, or the consent by
it to the entry of an order for relief in an involuntary case under any such law
or to the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of
its creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the
Company in furtherance of any action.

                  On and from the date fixed by the Regular Trustees for any
dissolution and distribution pursuant to this paragraph 4: (i) the Securities
will no longer be deemed to be outstanding, (ii) DTC or its nominee (or any
successor Clearing Agency or its nominee), as the record Holder of the TARGETS,
will receive its Pro Rata portion of (a) the Accelerated Maturity Payment and
(b) the Treasury Proceeds, in each case to be delivered upon such distribution
and (iii) any certificates representing Securities, except for certificates
representing TARGETS held by DTC or its nominee (or any successor Clearing
Agency or its nominee), will be deemed to represent the right to receive a Pro
Rata portion of (a) the Accelerated Maturity Payment and (b) the Treasury
Proceeds.

                  (b) Acceleration Event Distribution procedures will be as
follows:

                  (i) Notice of any Acceleration Event (each, an "Acceleration
         Notice") will be given by the Regular Trustees on behalf of the Trust
         by mail to each Holder of Securities as promptly as practicable
         following the occurrence of such Acceleration Event. Each Acceleration
         Notice shall be addressed to the Holders of Securities at the address
         of each such Holder appearing in the books and records of the Trust.

                  (ii) If an Acceleration Event occurs, then (A) while the
         TARGETS are in book-entry only form, with respect to the TARGETS, by
         12:00 noon, New York City time, on the Accelerated Maturity Date;
         provided that the Company has paid the Institutional Trustee by 10:00
         a.m. on such date an amount of cash equal to the Accelerated Maturity
         Payment, the Institutional Trustee will deposit irrevocably with DTC or
         its nominee (or successor Clearing Agency or its nominee) funds
         sufficient to pay the Pro Rata portion of the sum of the Accelerated
         Maturity Payment and the Treasury Proceeds applicable to the TARGETS
         and will give DTC (or any successor Clearing Agency) irrevocable
         instructions and authority to pay such Pro Rata portion of the sum of
         the Accelerated Maturity Payment and the Treasury Proceeds to the
         Holders of the TARGETS, and (B) with respect to TARGETS issued in
         definitive form and Common Securities; provided that the Company has
         paid the Institutional Trustee by 10:00 a.m. on such date an amount of
         cash equal to the Pro Rata amount of the Accelerated Maturity Payment
         applicable to such TARGETS issued in definitive form and Common
         Securities, the Institutional Trustee will pay such Pro Rata portion of
         the Accelerated Maturity Payment and a Pro Rata portion of the Treasury
         Proceeds to the Holders of such Securities by check mailed to the
         address of the relevant Holder

                                      I-4
<PAGE>   58

         appearing on the books and records of the Trust on the relevant record
         date. If any Accelerated Maturity Date is not a Business Day, then
         payment of the sum of the Accelerated Maturity Payment and the Treasury
         Proceeds payable on such date will be made on the next succeeding day
         that is a Business Day (and without any interest or other payment in
         respect of any such delay) except that, if such Business Day falls in
         the next calendar year, such payment will be made on the immediately
         preceding Business Day, in each case with the same force and effect as
         if made on such Accelerated Maturity Date.

                  (iii) Acceleration Notices shall be sent by the Regular
         Trustees on behalf of the Trust to (A) in respect of the TARGETS, DTC
         or its nominee (or any successor Clearing Agency or its nominee) if the
         Global TARGETS Certificates have been issued or, if Definitive TARGETS
         Certificates have been issued, to the Holder thereof, and (B) in
         respect of the Common Securities to the Holder thereof.

                  (iv) Subject to the foregoing and applicable law (including,
         without limitation, United States federal securities laws), the Company
         or its affiliates may at any time and from time to time purchase
         outstanding TARGETS by tender, in the open market or by private
         agreement.

                  5. Voting Rights - TARGETS.
                     ------------------------

                  (a) Except as provided under paragraphs 5(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the TARGETS will
have no voting rights.

                  (b) Subject to the requirements specified in this paragraph,
the Holders of a Majority of the TARGETS, voting separately as a class, may
direct the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or direct the exercise of any trust or
power conferred upon the Institutional Trustee under the Declaration, including
the right to direct the Institutional Trustee, as holder of the Forward Contract
Certificates and the Treasury Securities, to (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Indenture
Trustee, or exercise any trust or power conferred on the Indenture Trustee with
respect to the Forward Contract Certificates, (ii) direct the time, method and
place of conducting any proceeding for any remedy available to the Institutional
Trustee or exercise any trust or power conferred on the Institutional Trustee
with respect to the Treasury Securities, (iii) waive the consequences of any
Acceleration Event under the Indenture that are waivable under the Indenture,
(iv) exercise any right to rescind or annul a declaration that the Accelerated
Maturity Payment shall be due and payable, or (v) consent to any amendment,
modification or termination of the Indenture or the Forward Contract where such
consent shall be required; provided, however, that where a consent or action
would require the consent or act of Holders of more than a majority (determined
in accordance with the Indenture) of the outstanding Forward Contract
Certificates (a "Super Majority"), such consent or action shall not be effective
until Holders of at least the proportion of the TARGETS that the relevant Super
Majority represents of the aggregate beneficial interests in the Forward
Contract represented by all the TARGETS outstanding shall have consented to such
action or provided such consent. The Institutional Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the
TARGETS. Except with respect to directing the time,

                                      I-5
<PAGE>   59

method and place of conducting a proceeding for a remedy available to the
Institutional Trustee, the Institutional Trustee, as holder of the Forward
Contract Certificates and the Treasury Securities, shall not take any of the
actions described in clauses (i), (ii), (iii), (iv) or (v) above unless the
Institutional Trustee has obtained an opinion of a nationally recognized
independent tax counsel experienced in such matters to the effect that as a
result of such action, the Trust will not fail to be classified as a grantor
trust for United States federal income tax purposes.

                  If the Institutional Trustee fails to enforce its rights under
the Forward Contract, any Holder of TARGETS may directly institute a legal
proceeding against the Company to enforce the Institutional Trustee's rights
under the Forward Contract without first instituting a legal proceeding against
the Institutional Trustee or any other Person or entity. If the Company fails to
pay amounts owed on the Forward Contract on the date such amounts are otherwise
payable, then a Holder of TARGETS may also directly institute a proceeding for
enforcement of payment to such Holder (a "Direct Action") of the amounts owed in
respect of such Holder's Pro Rata interest in the Forward Contract on or after
the due date specified in the Forward Contract without first (i) directing the
Institutional Trustee to enforce the terms of the Forward Contract or (ii)
instituting a legal proceeding directly against the Company to enforce the
Institutional Trustee's rights under the Forward Contract. Except as provided in
the preceding sentence, the Holders of TARGETS will not be able to exercise
directly any other remedy available to the Holders of the Forward Contract
Certificates. In connection with such Direct Action, SSBH will be subrogated to
the rights of such Holder of TARGETS under the Declaration to the extent of any
payment made by SSBH to such Holder of TARGETS in such Direct Action.

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

                  No vote or consent of the Holders of the TARGETS will be
required for the Trust to (i) cancel TARGETS Certificates, (ii) to make
Distributions or (iii) to distribute any Quarterly Distributions, the Maturity
Payment, the Accelerated Maturity Payment and the Treasury Proceeds held by the
Institutional Trustee, in each case in accordance with the Declaration and the
terms of the Securities.

                  Notwithstanding that Holders of TARGETS are entitled to vote
or consent under any of the circumstances described above, any of the TARGETS
that are owned by the Sponsor or any of its Affiliates shall not be entitled to
vote or consent and shall, for purposes of such vote or consent, be treated as
if they were not outstanding.

                                      I-6
<PAGE>   60


                  6. Voting Rights - Common Securities.
                     ----------------------------------

                  (a) Except as provided under paragraphs 6(b), (c) and 7 or as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

                  (b) The Holders of the Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of Trustees.

                  (c) Subject to Section 2.6 of the Declaration and only after
the Acceleration Event with respect to the TARGETS has been cured, waived, or
otherwise eliminated and subject to the requirements of the second to last
sentence of this paragraph, the Holders of a Majority of the Common Securities,
voting separately as a class, may direct the time, method, and place of
conducting any proceeding for any remedy available to the Institutional Trustee,
or direct the exercise of any trust or power conferred upon the Institutional
Trustee under the Declaration, including the right to direct the Institutional
Trustee, as holder of the Forward Contract Certificates and the Treasury
Securities, to (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Institutional Trustee, or exercising
any trust or power conferred on the Institutional Trustee with respect to the
Forward Contract, (ii) direct the time, method and place of conducting any
proceeding for any remedy available to the Institutional Trustee with respect to
the Treasury Securities, (iii) waive the consequences of any Acceleration Event
under the Indenture that are waivable under the Indenture, (iv) exercise any
right to rescind or annul a declaration that the Accelerated Maturity Payment
shall be due and payable or (v) consent to any amendment, modification or
termination of the Indenture or Forward Contract Certificates where such consent
shall be required, provided that where a consent or action under the Indenture
would require the consent or act of the Holders of a Super Majority of the
Forward Contract Certificates, the Institutional Trustee may only give such
consent or take such action at the written direction of the Holders of at least
the proportion of the Common Securities that the relevant Super Majority
represents of the aggregate beneficial interests in the Forward Contract
represented by all the Common Securities outstanding. Pursuant to this paragraph
6(c), the Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the TARGETS. Other than with
respect to directing the time, method and place of conducting any proceeding for
any remedy available to the Institutional Trustee or the Indenture Trustee as
specified above, the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Common Securities under
this paragraph unless the Institutional Trustee has obtained an opinion of tax
counsel to the effect that for the purposes of United States federal income tax
the Trust will not be classified as other than a grantor trust on account of
such action. If the Institutional Trustee fails to enforce its rights under the
Declaration, any Holder of Common Securities may institute a legal proceeding
directly against any Person to enforce the Institutional Trustee's rights under
the Declaration, without first instituting a legal proceeding against the
Institutional Trustee or any other Person.

                  Any approval or direction of Holders of Common Securities may
be given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of

                                       I-7
<PAGE>   61

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

                  No vote or consent of the Holders of the Common Securities
will be required for the Trust to (i) cancel Common Securities, (ii) to make
Distributions, (iii) to liquidate the Treasury Securities or (iv) to distribute
any Quarterly Distribution, the Maturity Payment, the Accelerated Maturity
Payment or the Treasury Proceeds to Holders of the Securities, in each case in
accordance with the Declaration and the terms of the Securities.

                  7. Amendments to Declaration and Indenture.
                     ----------------------------------------

                  (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding Securities as a
class will be entitled to vote on such amendment or proposal (but not on any
other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of a Majority of the
Securities, voting together as a single class; provided, however, if any
amendment or proposal referred to in clause (i) above would adversely affect
only the TARGETS or only the Common Securities, then only the affected class
will be entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of a Majority of such
class of Securities.

                  (b) In the event the consent of the Institutional Trustee as
the holder of the Forward Contract Certificates is required under the Indenture
with respect to any amendment, modification or termination of the Indenture or
the Forward Contract Certificates, the Institutional Trustee shall request the
written direction of the Holders of the Securities with respect to such
amendment, modification or termination and shall vote with respect to such
amendment, modification or termination as directed by a Majority of the
Securities voting together as a single class; provided, however, that where a
consent under the Indenture would require the consent of the holders of a Super
Majority of the Forward Contract Certificates, the Institutional Trustee may
only give such consent at the direction of the Holders of a Super Majority of
the Securities outstanding; provided, further, that the Institutional Trustee
shall not take any action in accordance with the directions of the Holders of
the Securities under this paragraph 7(b) unless the Institutional Trustee has
obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action.

                                      I-8
<PAGE>   62


                  8. Pro Rata.
                     ---------

                  A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean proportionately to each
Holder of Securities according to the aggregate beneficial interests in the
assets of the Trust represented by the Securities held by the relevant Holder in
relation to the aggregate beneficial interests in the assets of the Trust
represented by all Securities outstanding unless, in relation to a payment, an
Acceleration Event under the Declaration has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the TARGETS proportionately according to the aggregate beneficial
interests in the assets of the Trust represented by the TARGETS held by the
relevant Holder relative to the aggregate beneficial interests in the assets of
the Trust represented by all TARGETS outstanding, and only after satisfaction of
all amounts owed to the Holders of the TARGETS, to each Holder of Common
Securities proportionately according to the aggregate beneficial interests in
the assets of the Trust represented by the Common Securities held by the
relevant Holder relative to the aggregate beneficial interests in the assets of
the Trust represented by all Common Securities outstanding.

                  9. Ranking.
                     --------

                   The TARGETS rank pari passu and payment thereon shall be made
Pro Rata with the Common Securities except that, where an Acceleration Event
occurs and is continuing in respect of the Forward Contract Certificates held by
the Institutional Trustee, no payments in respect of Distributions on, or
payments upon liquidation or otherwise with respect to, the Common Securities
shall be made until the Holders of TARGETS shall be paid in full the
Distributions and payments upon liquidation or otherwise to which they are
entitled at the time.

                  10. Listing.
                      --------

                  The Regular Trustees shall use their best efforts to cause the
TARGETS to be listed on the                      .

                  11. Acceptance of Securities Guarantee, the Indenture and the
                      ---------------------------------------------------------
                      Treasury Securities.
                      --------------------

                  Each Holder of TARGETS and Common Securities, by the
acceptance thereof, agrees to the provisions of the TARGETS Guarantee, and to
the provisions of the Indenture and the Treasury Securities.

                  12. No Preemptive Rights.
                      ---------------------

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

                  13. Miscellaneous.
                      --------------

                  These terms constitute a part of the Declaration.

                                       I-9
<PAGE>   63

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

                                      I-10


<PAGE>   64
                                   EXHIBIT A-1
                         FORM OF TARGETS(R) CERTIFICATE

                  THIS SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE DECLARATION AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF
THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

                  UNLESS THIS 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 SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS 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 BY A PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Certificate Number                                          Number of Securities
         1
                                                        CUSIP NO.

                        Certificate Evidencing Securities

                                       of

                               TARGETS Trust [VI]

                    Targeted Growth Enhanced Terms Securities

                  TARGETS TRUST [VI], a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that CEDE &
CO. (the "Holder") is the registered owner of            securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"). The
TARGETS 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

                                      A1-1
<PAGE>   65

and provisions of the TARGETS are specified in, and this certificate and the
TARGETS represented hereby are issued and shall in all respects be subject to,
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of            , 2000, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the TARGETS as
specified in Annex I thereto. Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration. The Holder is entitled to
the benefits of the TARGETS Guarantee to the extent provided therein. The
Sponsor will provide a copy of the Declaration, the TARGETS Guarantee and the
Indenture to a Holder without charge upon written request to the Sponsor at its
principal place of business.

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

                  The Holder of this certificate, by accepting this certificate,
is deemed to have agreed to the terms of (i) the Indenture and the Forward
Contract, (ii) the Treasury Securities and (iii) the TARGETS Guarantee.

                  By acceptance hereof, the Holder agrees, for United States
federal income tax purposes, to characterize the TARGETS as a beneficial
interest in a pro rata portion of (i) the Treasury Securities and (ii) a cash
settled forward purchase contract, in the same manner as provided under Section
7.01(e) of the Declaration.

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


                                             -----------------------------------
                                                     , as Regular Trustee

                                      A1-2
<PAGE>   66




                                   ASSIGNMENT

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

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

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

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


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

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

--------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)



and irrevocably appoints

----------------------------------------------------------
__________________________________________________________agent to transfer this
TARGETS 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 TARGETS
Certificate)

                                      A1-3



<PAGE>   67
                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

                          TRANSFER OF THIS CERTIFICATE
                          IS SUBJECT TO THE CONDITIONS
                          SPECIFIED IN THE DECLARATION
                                REFERRED TO BELOW


Certificate Number                                          Number of Securities
        C-1

                        Certificate Evidencing Securities

                                       of

                               TARGETS Trust [VI]

                             Trust Common Securities


                  TARGETS TRUST [VI], a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Salomon
Smith Barney Holdings Inc., a New York corporation (the "Holder"), is the
registered owner of                  common securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the Trust
Common Securities (the "Common Securities"). The Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney upon surrender of this certificate duly endorsed and in
proper form for transfer and satisfaction of the other conditions specified in
the Declaration (as defined below), including, without limitation, Section 9.1
thereof. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of                , 2000, as
the same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Common Securities as specified in Annex I
thereto. Capitalized terms used herein but not defined shall have the meaning
given them in the Declaration. The Sponsor will provide a copy of the
Declaration and the Indenture to a Holder without charge upon written request to
the Sponsor at its principal place of business.

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

                  The Holder of this certificate, by accepting this certificate,
is deemed to have agreed to the terms of (i) the Indenture and the Forward
Contract, (ii) the Treasury Securities and (iii) the Common Securities
Guarantee.

                                      A2-1
<PAGE>   68


                  By acceptance hereof, the Holder agrees, for United States
federal income tax purposes, to characterize the Common Securities as a
beneficial interest in a pro rata portion of (i) the Treasury Securities and
(ii) a cash settled forward purchase contract in the same manner as provided
under Section 7.01(e) of the Declaration.

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



                                    --------------------------------------------
                                    [                 ], as Regular Trustee




                                      A2-2
<PAGE>   69




                                   ASSIGNMENT

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

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

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

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


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

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

----------------------------------------
(Insert address and zip code of assignee)


and irrevocably appoints

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

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

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


Date:______________________________



Signature:_________________________

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

                                      A2-3