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                                                                    Exhibit 4.16

                                FORM OF AMENDED


                                      AND

                                    RESTATED

                              DECLARATION OF TRUST
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                               TABLE OF CONTENTS
                               -----------------


                                   Article 1
                         Interpretation And Definitions

Section 1.01.  Interpretation and Definitions................................  1

                                   Article 2
                              Trust Indenture Act

Section 2.01.  Trust Indenture Act; Application.............................. 13
Section 2.02.  List of Holders of the Securities............................. 13
Section 2.03.  Reports by the Property Trustee............................... 13
Section 2.04.  Periodic Reports to the Property Trustee.....................  14
Section 2.05.  Evidence of Compliance with Conditions Precedent.............  14

                                   Article 3
                                  Organization

Section 3.01.  Name and Organization......................................... 14
Section 3.02.  Office........................................................ 14
Section 3.03.  Purpose....................................................... 14
Section 3.04.  Authority..................................................... 15
Section 3.05.  Title to Property of the Trust................................ 15
Section 3.06.  Powers and Duties of the Regular Trustees..................... 15
Section 3.07.  Prohibition of Actions by the Trust and the Trustees.......... 18
Section 3.08.  Powers and Duties of the Property Trustee..................... 19
Section 3.09.  Certain Duties and Responsibilities of the Property Trustee... 20
Section 3.10.  Certain Rights of Property Trustee............................ 22
Section 3.11.  Delaware Trustee.............................................. 24
Section 3.12.  Intentionally Omitted......................................... 25
Section 3.13.  Not Responsible for Recitals or Issuance of Securities........ 25
Section 3.14.  Duration of Trust............................................. 25
Section 3.15.  Mergers....................................................... 25
Section 3.16.  Compensation and Reimbursement................................ 27
Section 3.17.  Property Trustee May File Proofs of Claim..................... 27
Section 3.18.  Registration Statement and Related Matters.................... 28
Section 3.19.  Books and Records............................................. 28

                                   Article 4
                                  The Sponsor

Section 4.01.  Responsibilities of the Sponsor..............................  28


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                                   Article 5
                      The Holders Of The Common Securities

Section 5.01.  Subordinated Deferrable Notes Issuer's Purchase of the
               Common Securities............................................  29
Section 5.02.  Covenants of the Subordinated Deferrable Notes Issuer........  30
Section 5.03.  Holder of the Common Securities............................... 30
Section 5.04.  Exchanges..................................................... 30

                                   Article 6
                                  The Trustees

Section 6.01.  Number of Trustees............................................ 31
Section 6.02.  Delaware Trustee; Eligibility................................. 32
Section 6.03.  Property Trustee; Eligibility................................. 32
Section 6.04.  Qualifications of the Regular Trustees Generally.............. 32
Section 6.05.  Initial Regular Trustees...................................... 33
Section 6.06.  Appointment, Removal and Resignation of the Trustees.......... 33
Section 6.07.  Vacancies among Trustees...................................... 34
Section 6.08.  Effect of Vacancies........................................... 35
Section 6.09.  Meetings...................................................... 35
Section 6.10.  Delegation of Power by the Regular Trustees................... 35
Section 6.11.  Merger, Consolidation, Conversion or Succession to Business... 35

                                   Article 7
                            Terms Of The Securities

Section 7.01.  General Provisions Regarding the Securities................... 36
Section 7.02.  Distributions................................................. 39
Section 7.03.  Redemption of Securities...................................... 40
Section 7.04.  Redemption Procedures......................................... 41
Section 7.05.  Voting Rights of the Preferred Securities..................... 42
Section 7.06.  Voting Rights of the Common Securities........................ 45
Section 7.07.  Paying Agent.................................................. 46
Section 7.08.  Listing....................................................... 47
Section 7.09.  Transfer of the Securities.................................... 47
Section 7.10.  Mutilated, Destroyed, Lost or Stolen Certificates............. 48
Section 7.11.  Deemed Holders................................................ 48
Section 7.12.  Global Certificates........................................... 48
Section 7.13.  Remarketing................................................... 50

                                   Article 8
                    Dissolution And Termination Of The Trust

Section 8.01.  Dissolution and Termination of the Trust.....................  53
Section 8.02.  Liquidation Distribution upon Dissolution of the Trust........ 54


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                                   Article 9
 Limitation Of Liability Of Holders Of The Securities, The Delaware Trustee And
                                     Others

Section 9.01.  Liability..................................................... 55
Section 9.02.  Exculpation................................................... 56
Section 9.03.  Fiduciary Duty................................................ 56
Section 9.04.  Indemnification............................................... 57
Section 9.05.  Outside Businesses............................................ 58

                                   Article 10
                                   Accounting

Section 10.01.  Fiscal Year.................................................. 58
Section 10.02.  Certain Accounting Matters................................... 59
Section 10.03.  Banking...................................................... 59
Section 10.04.  Withholding.................................................. 59

                                   Article 11
                            Amendments And Meetings

Section 11.01.  Amendments..................................................  60
Section 11.02.  Meetings of the Holders of the Securities; Action by Written
                Consent.....................................................  62

                                   Article 12
        Representations Of The Property Trustee And The Delaware Trustee

Section 12.01.  Representations and Warranties of the Property Trustee....... 62
Section 12.02.  Representations and Warranties of the Delaware Trustee....... 64

                                   Article 13
                                 Miscellaneous

Section 13.01.  Notices...................................................... 64
Section 13.02.  Governing Law................................................ 66
Section 13.03.  Intention of the Parties..................................... 66
Section 13.04.  Headings..................................................... 66
Section 13.05.  Successors and Assigns....................................... 66
Section 13.06.  Partial Enforceability....................................... 66
Section 13.07.  Counterparts................................................. 67


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                   AMENDED AND RESTATED DECLARATION OF TRUST

     This Amended and Restated Declaration of Trust of HFI Trust I
("Declaration"), dated as of __________, 2001, by and among Heller Financial,
Inc., a Delaware corporation, as Sponsor, Anthony O'B. Beirne, Lauralee E.
Martin, and Kurt Roemer, as the initial Regular Trustees, BNY Midwest Trust
Company, an Illinois banking corporation, as the initial Property Trustee, and
The Bank of New York (Delaware), as the initial Delaware Trustee, not in their
individual capacities but solely as Trustees, and the Holders, from time to
time, of the Securities representing undivided beneficial interests in the
assets of the Trust, to be issued pursuant to this Declaration.

     WHEREAS, certain of the Trustees and the Sponsor established HFI Trust I
(the "Trust"), a business trust under the Business Trust Act, pursuant to a
Declaration of Trust dated as of March 27, 2001, (the "Original Declaration")
and a Certificate of Trust (the "Certificate of Trust") filed with the Secretary
of State of the State of Delaware on March 27, 2001; and

     WHEREAS, the sole purpose of the Trust shall be to issue, sell and
repurchase certain securities representing undivided beneficial interests in the
assets of the Trust, to invest the proceeds from such sales in the Subordinated
Deferrable Notes issued by the Subordinated Deferrable Notes Issuer, to enter
into certain agreements in connection therewith and to engage in only those
activities necessary or incidental thereto; and

     WHEREAS, the parties hereto, 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 hereby declare that all assets contributed to the Trust 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 1
                         Interpretation And Definitions

     Section 1.01. Interpretation and Definitions. Unless the context otherwise
requires:

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

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

     (c) all references to "the Declaration" or "this Declaration" shall be to
this Declaration as modified, supplemented or amended from time to time;
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     (d) all references in this Declaration to Articles, Sections, Recitals and
Exhibits shall be to Articles and Sections of, or Recitals and Exhibits to, this
Declaration unless otherwise specified;

     (e) unless otherwise defined in this Declaration, a term defined in the
Trust Indenture Act, shall have the same meaning when used in this Declaration;
and

     (f) a reference to the singular shall include the plural and vice versa,
and a reference to any masculine form of a term shall include the feminine or
neuter form of a term, as applicable.

     (g)  the following terms shall have the following meanings:

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

     "Applicable Ownership Interest" shall mean, with respect to a MEDS Unit
that includes the Treasury Portfolio, (A) a 1/40, or 2.5%, undivided beneficial
ownership interest in a $1,000 face amount of a principal or interest strip in a
U.S. treasury security included in such Treasury Portfolio that matures on or
prior to ___________, 2004 and (B) for each scheduled interest payment date on
the Subordinated Deferrable Notes after the Tax Event Redemption Date, a ____,
or ____%, undivided beneficial ownership interest in a $1,000 face amount of a
principal or interest strip in a U.S. treasury security included in such
Treasury Portfolio that matures on or prior to such date.  Unless otherwise
specified, references in this Declaration to the "Applicable Ownership Interest
of the Treasury Portfolio" shall have meaning specified in clause (A) of this
definition.

     "Applicable Principal Amount" shall mean either (A) if the Tax Event
Redemption Date occurs prior to the Purchase Contract Settlement Date, the
aggregate principal amount of the Subordinated Deferrable Notes corresponding to
the aggregate stated liquidation amount of the Preferred Securities that are
components of the MEDS Units on the Tax Event Redemption Date or (B) if the Tax
Event Redemption Date occurs on or after the Purchase Contract Settlement Date,
the aggregate principal amount of the Subordinated Deferrable Notes
corresponding to the aggregate stated liquidation amount of the Preferred
Securities outstanding on such Tax Event Redemption Date.

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     "Applicable Spread" shall mean the spread determined as set forth below,
based on the prevailing rating of the senior notes of the Subordinated
Deferrable Notes Issuer in effect at the close of business on the Business Day
immediately preceding the date of a Failed Remarketing:

                Prevailing Rating        Spread
                -----------------        ------

                AA/ "Aa" ............... 1.62%
                A/ "a" ................. 1.87%
                BBB/ "Baa" ............. 2.25%
                Below BBB/ "Baa" ....... 3.00%

     For purposes of this definition, the "prevailing rating" of the senior
notes of the Subordinated Deferrable Notes Issuer shall be:

         (i) AA/ "Aa" if the senior notes of the Subordinated Deferrable Notes
     Issuer have a credit rating of AA- or better by S&P and "Aa3" or better by
     Moody's or the equivalent of such ratings by such agencies or a substitute
     rating agency or substitute rating agencies selected by the Remarketing
     Agent (after consultation with the Subordinated Deferrable Notes Issuer);

         (ii) if not under clause (i) above, then A/"a" if the senior notes of
     the Subordinated Deferrable Notes Issuer have a credit rating of A- or
     better by S&P and "A3" or better by Moody's or the equivalent of such
     ratings by such agencies or a substitute rating agency or substitute rating
     agencies selected by the Remarketing Agent (after consultation with the
     Subordinated Deferrable Notes Issuer);

         (iii) if not under clause (i) or (ii) above, then BBB/"Baa" if the
     senior notes of the Subordinated Deferrable Notes Issuer have a credit
     rating of BBB- or better by S&P and "Baa3" or better by Moody's or the
     equivalent of such ratings by such agencies or a substitute rating agency
     or substitute rating agencies selected by the Remarketing Agent (after
     consultation with the Subordinated Deferrable Notes Issuer); or

         (iv) if not under clauses (i) through (iii) above, then Below
     BBB/"Baa."

     Notwithstanding the foregoing, (A) if (i) the credit rating of the senior
notes of the Subordinated Deferrable Notes Issuer by S&P shall be on the "Credit
Watch" of S&P with a designation of "negative implications" or "developing," or
(ii) the credit rating of the senior notes of the Subordinated Deferrable Notes
Issuer by Moody's shall be on the "Corporate Credit Watch List" of Moody's with
a designation of "downgrade" or "uncertain," or, in each case, on any successor
list of S&P or Moody's with a substitute designation, the prevailing ratings of
the senior notes of the Subordinated Deferrable Notes Issuer shall be deemed to
be within a range one full level lower in the above table than those actually
assigned to the senior notes of the Subordinated Deferrable Notes Issuer by
Moody's and S&P and (B) if the senior notes of the Subordinated Deferrable Notes
Issuer are rated by only one rating agency on or before the Remarketing Date,
the prevailing rating shall at all times be determined without reference to the
rating of any other rating agency; provided that if no such rating agency shall
have in effect a rating for the senior notes of the Subordinated Deferrable
Notes Issuer, and the Remarketing

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Agent is unable to identify a substitute rating agency or rating agencies, as
required above, the prevailing rating shall be Below BBB/ "baa."

     "Authorized Officer" of a Person shall mean any Person that is authorized
to bind such Person.

     "Beneficial Owner" shall mean, with respect to a Global Security, a Person
who is the beneficial owner of a book-entry interest in such Global Security as
reflected on the books of the Depositary or on the books of a Person maintaining
an account with such Depositary (directly as a Depositary Participant or as an
indirect participant, in each case in accordance with the rules of such
Depositary).

     "Business Day" shall mean any day other than a Saturday or Sunday or a day
on which banking institutions in the City of New York, New York, Chicago,
Illinois or Pittsburgh, Pennsyvania are authorized or required by law or
executive order to remain closed, or a day on which the Indenture Trustee or the
Property Trustee, is closed for business.

     "Business Trust Act" shall mean 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.

     "Cash Settlement" shall have the meaning specified in the Purchase Contract
Agreement.

     "Certificate" shall mean a Common Security Certificate or a Preferred
Security Certificate.

     "Clearing Agency" shall mean an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities 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 Preferred
Securities.

     "Closing Date" shall mean the date on which the Preferred Securities are
initially issued and sold.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation.  A reference to a specific section of the
Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Declaration,
as such specific section or corresponding provision is in effect on the date of
application of the provisions of this Declaration containing such reference.

     "Collateral Agent" shall mean Wells Fargo Bank Minnesota, N.A.

     "Commission" shall mean the Securities and Exchange Commission.

     "Common Securities" shall have the meaning specified in Section 7.01(a).

     "Common Security Certificate" shall mean a definitive certificate in fully
registered form representing a Common Security, substantially in the form of
Exhibit B hereto, with such

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changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.

     "Common Securities Purchase Agreement" shall mean the Common Securities
Purchase Agreement dated as of ___________, 2001 between the Sponsor and the
Trust.

     "Compounded Distributions" shall have the meaning specified in Section
7.02(b).

     "Corporate Trust Office" shall mean the principal office of the Property
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at 2 North LaSalle,
Suite 1020, Chicago, Illinois 60602, Attn:  Corporate Trust Department.

     "Covered Person" shall mean (A) any officer, director, trustee,
shareholder, partner, member, representative, employee or agent of (i) the
Sponsor, (ii) any Affiliate of the Sponsor, (iii) the Trust or (iv) any
Affiliate of the Trust and (B) any Holder.

     "Depositary" shall mean, with respect to Securities issuable in whole or in
part in the form of one or more Global Securities, a clearing agency registered
under the Exchange Act that is designated to act as depositary for such
Securities, and initially shall be The Depository Trust Company.

     "Depositary Participant" shall mean a member of, or participant in, the
Depositary.

     "Direct Action" shall have the meaning specified in Section 3.08(e).

     "Distribution" shall mean a distribution payable to the Holders in
accordance with Section 7.02.

     "Exchange Act" shall mean the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated thereunder.

     "Failed Remarketing" shall have the meaning specified in Section 7.13(h).

     "Fiscal Year" shall have the meaning specified in Section 10.01.

     "Foreign Person" shall mean any Person that is not a United States Person.

     "Global Certificate" shall have the meaning specified in Section 7.01(h).

     "Guarantee" shall mean the Guarantee Agreement, dated as of ___________,
2001, of the Sponsor, as may be amended from time to time, in respect of the
Preferred Securities.

     "Holder" shall mean any holder of Securities, as registered on the books
and records of the Trust, such holder being a beneficial owner within the
meaning of the Business Trust Act, provided that in determining whether the
Holders of the requisite liquidation amount of Preferred Securities have voted
on any matter provided for in this Declaration, then for the purpose of such

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determination only (and not for any other purpose hereunder), if the Preferred
Securities remain in the form of one or more Global Certificates and if the
Depositary has sent an omnibus proxy to the Depositary Participants to whose
accounts the Preferred Securities are credited on the record date, the term
"Holders" shall mean such Depositary Participants acting at the direction of the
Beneficial Owners.

     "Indemnified Person" shall mean any Trustee, any Affiliate of any Trustee,
any Paying Agent, any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Trustee, Affiliate of a Trustee or
Paying Agent, or any officer, employee or agent of the Trust or any of its
Affiliates.

     "Indenture" shall mean the indenture dated as of September 1, 1995, as
supplemented by the First Supplemental Indenture dated as of October 13, 1995,
and as further supplemented by the Second Supplemental Indenture, relating to
the Subordinated Deferrable Notes, dated as of ___________, 2001, between the
Subordinated Deferrable Notes Issuer and the Indenture Trustee (including the
provisions of the Trust Indenture Act that are deemed incorporated therein),
pursuant to which the Subordinated Deferrable Notes are to be issued.

     "Indenture Event of Default" shall have the meaning given to the term
"Event of Default" in the Indenture.

     "Indenture Trustee" shall mean State Street Bank and Trust Company, in its
capacity as trustee under the Indenture, until a successor is appointed
thereunder, and thereafter shall mean such successor trustee.

     "Investment Company" shall mean an investment company as defined in the
Investment Company Act and the regulations promulgated thereunder.

     "Investment Company Act" shall mean the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "Legal Action" shall have the meaning specified in Section 3.06(f).

     "Liquidation" shall have the meaning specified in Section 8.02(a).

     "Liquidation Distribution" shall have the meaning specified in Section
8.02(d).

     "List of Holders" shall have the meaning specified in Section 2.02(a).

     "Majority in Liquidation Amount" shall mean, except as provided by the
Trust Indenture Act, Holders of outstanding Securities, voting together as a
single class, or, as the context may require, Holders of outstanding Preferred
Securities or Holders of the outstanding Common Securities, voting separately as
a class, who are the record owners of more than 50% of the aggregate liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accumulated and unpaid Distributions to the date
upon which the voting percentages are determined) of all outstanding Securities,
Preferred Securities or Common Securities, as the case may be.

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<PAGE>

     "Maturity Date" shall mean ______________, 2006.

     "MEDS Units" shall mean a security consisting of a unit comprised of (A) a
purchase contract under which the holder of the unit will purchase from Heller
Financial, Inc., for $25 in cash, a certain number of shares of class A common
stock, par value $.25 per share, of Heller Financial, Inc., and (B) beneficial
ownership of a Preferred Security or Subordinated Deferrable Note, or in certain
circumstances following the occurrence of a Tax Event, the appropriate
Applicable Ownership Interest of the Treasury Portfolio.

     "Moody's" shall mean Moody's Investors Service, Inc.

     "New York Stock Exchange" shall mean the New York Stock Exchange, Inc. or
any successor thereto.

     "Officers' Certificate" shall mean, when delivered by the Trust, a
certificate signed by a majority of the Regular Trustees of the Trust and, when
delivered by the Sponsor, a certificate signed by (A) the Chairman of the Board,
President or a Vice President of the Sponsor and (B) the Treasurer, Assistant
Treasurer or Secretary of the Sponsor.  Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Declaration shall include, where applicable:

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

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

          (iii)  a statement that each such officer has made such examination or
     investigation as, 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

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

     "Over-allotment Option" shall mean the over-allotment option contained in
the Underwriting Agreement.

     "Paying Agent" shall have the meaning specified in Section 7.07.

     "Payment Amount" shall have the meaning specified in Section 7.02(c).

     "Person" shall mean 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.

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<PAGE>

     "Pledge Agreement" shall mean the Pledge Agreement dated as of
____________, 2001 among Heller Financial, Inc., the Collateral Agent, Wells
Fargo Bank Minnesota, N,A,, as Securities Intermediary, and the Purchase
Contract Agent.

     "Preferred Securities" shall have the meaning specified in Section 7.01(a).

     "Preferred Security Certificate" shall mean a definitive certificate in
fully registered form representing a Preferred Security, substantially in the
form of Exhibit A, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

     "Primary Treasury Dealer" shall mean a primary U.S. government securities
dealer in New York City.

     "Property Account" shall have the meaning specified in Section 3.08(c).

     "Property Trustee" shall mean the Trustee meeting the eligibility
requirements set forth in Section 6.03.

     "Pro Rata" shall mean pro rata to each Holder according to the aggregate
liquidation amount of the Securities held by such Holder in relation to the
aggregate liquidation amount of all Securities outstanding.

     "Purchase Contract Agent" shall mean BNY Midwest Trust Company.

     "Purchase Contract Agreement" shall mean the Purchase Contract Agreement
dated as of ____________, 2001 between Heller Financial, Inc., and BNY Midwest
Trust Company, as Purchase Contract Agent.

     "Purchase Contract Settlement Date" shall mean ____________, 2004.

     "Quorum" shall mean a majority of the Regular Trustees or, if there are
only two Regular Trustees, both of them.

     "Quotation Agent" shall mean (A) J.P. Morgan Securities Inc. and any
respective successor, provided that if J.P. Morgan Securities Inc. or any
respective successor ceases to be a Primary Treasury Dealer, the Sponsor shall
substitute another Primary Treasury Dealer therefor or (B) any other Primary
Treasury Dealer selected by the Sponsor.

     "Redemption Amount" shall mean, for each Subordinated Deferrable Note, the
product of the principal amount of such Subordinated Deferrable Note and a
fraction, the numerator of which shall be the Treasury Portfolio Purchase Price
and the denominator of which shall be the Applicable Principal Amount.

     "Redemption/Distribution Notice" shall have the meaning specified in
Section 7.04(a).

     "Redemption Price" shall mean the amount for which the Securities will be
redeemed, which amount will equal the lesser of (i) the redemption price paid by
the Subordinated

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Deferrable Notes Issuer to repay or redeem, in whole or in part, the
Subordinated Deferrable Notes held by the Trust plus an amount equal to
accumulated and unpaid Distributions on such Securities through the date of
their redemption or (ii) the amount received by the Trust in respect of the
Subordinated Deferrable Notes so repaid or redeemed.

     "Regular Trustee" shall mean any trustee of the Trust other than the
Property Trustee and the Delaware Trustee.

     "Remarketing" shall mean the operation of the procedures for remarketing
specified in Section 7.13.

     "Remarketed Securities" shall mean (i) so long as the Trust has not been
dissolved, the Preferred Securities or (ii) if the Trust has been dissolved, the
Subordinated Deferrable Notes.

     "Remarketing Agent" shall mean J.P. Morgan Securities Inc. or if the
Remarketing Agent is removed or resigns, any successor remarketing agent
selected by the Sponsor.

     "Remarketing Agreement" shall mean the Remarketing Agreement dated as of
____________, 2001 among Heller Financial, Inc., the Trust and the Remarketing
Agent.

     "Remarketing Date" shall mean the third Business Day preceding
____________, 2004.

     "Remarketing Settlement Date" shall mean the date, if any, on which the
settlement of the Remarketed Securities has occurred through the normal
settlement procedures in effect at such time of the Depositary or any successor
Depositary.

     "Reset Rate" shall mean the distribution rate per annum, as determined by
the Remarketing Agent, that results from the Remarketing pursuant to Section
7.13.

     "Responsible Officer" shall mean, with respect to the Property Trustee, any
officer with direct responsibility for the administration of this Declaration
and also shall mean, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred due to that officer's knowledge of
and familiarity with the particular subject.

     "Rule 3a-7" shall mean Rule 3a-7 under the Investment Company Act or any
successor rule thereunder.

     "S&P" shall mean Standard & Poor's Ratings Services.

     "Scheduled Remarketing Settlement Date" shall mean the date, if any, on
which the settlement of the Remarketed Securities is scheduled to occur.

     "Securities" shall mean the Common Securities and the Preferred Securities.

     "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time, or any successor legislation.

     "Security Registrar" shall have the meaning specified in Section
7.09(a)(iii).

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<PAGE>

     "66 2/3% in Liquidation Amount" shall mean Holders of outstanding
Securities, voting together as a single class, or, as the context may require,
Holders of outstanding Preferred Securities voting separately as a class, who
are the record owners of 66 2/3% or more of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities or Preferred
Securities, as the case may be.

     "Sponsor" shall mean Heller Financial, Inc., a Delaware corporation, or any
successor entity in a merger, consolidation, or conveyance, transfer or lease of
its properties and assets substantially as an entirety, in its capacity as
sponsor of the Trust.

     "Subordinated Deferrable Note Purchase Agreement" shall mean the
Subordinated Deferrable Note Purchase Agreement dated as of ____________, 2001
between the Subordinated Deferrable Notes Issuer and the Trust.

     "Subordinated Deferrable Notes" shall mean the series of subordinated
deferrable notes to be issued by the Subordinated Deferrable Notes Issuer under
the Indenture and to be purchased by the Trust and held by the Property Trustee.

     "Subordinated Deferrable Notes Issuer" shall mean Heller Financial, Inc., a
Delaware corporation, or any successor entity in a merger, consolidation, or
conveyance, transfer or lease of its properties and assets substantially as an
entirety, in its capacity as issuer of the Subordinated Deferrable Notes under
the Indenture.

     "Successor Delaware Trustee" shall have the meaning specified in Section
6.06(b)

     "Successor Entity" shall have the meaning specified in Section 3.15(b)(i)

     "Successor Property Trustee" shall have the meaning specified in Section
6.06(b)

     "Successor Security" shall have the meaning specified in Section
3.15(b)(i)(B)

     "Supermajority" shall have the meaning specified in Section 7.05(j)(ii).

     "Tax Event" shall mean the receipt by the Sponsor and the Trust of an
opinion of counsel, rendered by a law firm having a recognized national tax
practice, to the effect that, as a result of any 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, or as a result of any official administrative decision, pronouncement,
judicial decision or action interpreting or applying such laws or regulations,
which amendment or change is effective or which proposed change, pronouncement,
action or decision is announced on or after the Closing Date, there is more than
an insubstantial increase in the risk that (i) the Trust is, or within 90 days
of the date of such opinion will be, subject to United States federal income tax
with respect to income received or accrued on the Subordinated Deferrable Notes,
(ii) interest payable by the Subordinated Deferrable Notes Issuer on the
Subordinated Deferrable Notes is not, or within 90 days of the date of such
opinion will not be, deductible by the Subordinated Deferrable Notes Issuer, in
whole or in part, for United States federal income tax purposes, or

                                       10
<PAGE>

(iii) the Trust is, or within 90 days of the date of such opinion will be,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

     "Tax Event Redemption" shall mean that a Tax Event has occurred and is
continuing and the Subordinated Deferrable Notes have been called for redemption
pursuant to the Indenture.

     "Tax Event Redemption Date" shall mean the date of the Tax Event
Redemption, if any, specified by the Subordinated Deferrable Notes Issuer.

     "10% in Liquidation Amount" shall mean, except as provided by the Trust
Indenture Act, Holder(s) of outstanding Securities, voting together as a single
class, or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities, voting separately as a
class, who are the record owners of 10% or more of the aggregate liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accumulated and unpaid Distributions to the date
upon which the voting percentages are determined) of all outstanding Securities,
Preferred Securities or Common Securities, as the case may be.

     "Termination Event" shall have the meaning set forth in Section 1.01 of the
Purchase Contract Agreement.

     "Treasury MEDS Units" shall mean a MEDS Units with respect to which
Treasury Securities have been substituted for the Preferred Securities or
Applicable Ownership Interest of the Treasury Portfolio component, as
applicable.

     "Treasury Portfolio" shall mean, with respect to the Applicable Principal
Amount of Subordinated Deferrable Notes, (A) if the Tax Event Redemption Date
occurs prior to the Purchase Contract Settlement Date, a portfolio of zero-
coupon U.S. treasury securities consisting of (i) principal or interest strips
of U.S. treasury securities that mature on or prior to the Purchase Contract
Settlement Date in an aggregate amount at maturity equal to the Applicable
Principal Amount and (ii) with respect to each scheduled interest payment date
on the Subordinated Deferrable Notes that occurs after the Tax Event Redemption
Date but on or prior to the Purchase Contract Settlement Date, principal or
interest strips of U.S. treasury securities that mature on or prior to such date
in an aggregate amount at maturity equal to the aggregate interest payment that
would have been due on the Applicable Principal Amount of the Subordinated
Deferrable Notes on such date, and (B) if the Tax Event Redemption Date occurs
on or after the Purchase Contract Settlement Date, a portfolio of zero-coupon
U.S. treasury securities consisting of (i) principal or interest strips of U.S.
treasury securities that mature on or prior to the Maturity Date in an aggregate
amount at maturity equal to the Applicable Principal Amount and (ii) with
respect to each scheduled interest payment date on the Subordinated Deferrable
Notes that occurs after the Tax Event Redemption Date, principal or interest
strips of U.S. treasury securities that mature on or prior to such date in an
aggregate amount at maturity equal to the aggregate interest payment that would
have been due on the Applicable Principal Amount of the Subordinated Deferrable
Notes on such date.

     "Treasury Portfolio Purchase Price" shall mean the lowest aggregate price
quoted by a Primary Treasury Dealer to the Quotation Agent on the third Business
Day preceding the Tax

                                       11
<PAGE>

Event Redemption Date for the purchase of the Treasury Portfolio for settlement
on the Tax Event Redemption Date.

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

     "Treasury Securities" shall mean zero-coupon U.S. Treasury Securities
(CUSIP Number ___________) with a principal amount at maturity equal to $1,000
and maturing on ___________, 2004, the business day preceding the Purchase
Contract Settlement Date.

     "Trust Enforcement Event" in respect of the Securities shall mean that an
Indenture Event of Default has occurred and is continuing.

     "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

     "Trustee" or "Trustees" shall mean each Person that has signed this
Declaration as a trustee, so long as such Person continues in office in
accordance with the terms hereof, and all other Persons that from time to time
may 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.

     "Two-Year Benchmark Treasury Rate" shall mean the bid side rate displayed
at 10:00 A.M., New York City time, on the third Business Day immediately
preceding the Purchase Contract Settlement Date for direct obligations of the
United States (which may be obligations traded on a when-issued basis only)
having a maturity comparable to the remaining term to maturity of the
Subordinated Deferrable Notes, as agreed upon by the Subordinated Deferrable
Notes Issuer and the Remarketing Agent in the Telerate system (or if the
Telerate system is (a) no longer available on the third Business Day immediately
preceding the Purchase Contract Settlement Date or (b) in the opinion of the
Remarketing Agent (after consultation with the Subordinated Deferrable Notes
Issuer) no longer an appropriate system from which to obtain such rate, such
other nationally recognized quotation system as, in the opinion of the
Remarketing Agent (after consultation with the Subordinated Deferrable Notes
Issuer) is appropriate.

     "United States Person" shall mean a United States person for United States
federal income tax purposes.

     "Underwriting Agreement" shall mean the Underwriting Agreement dated as of
__________, 2001, among the Trust, the Sponsor and J. P. Morgan Securities Inc.,
Salomon Smith Barney Inc., ABN AMRO Rothschild LLC, Banc of America Securities
LLC, Deutsche Banc Alex. Brown Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives of the several underwriters named therein.

                                       12
<PAGE>

                                   ARTICLE 2
                              Trust Indenture Act

     Section 2.01.  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, to the extent
applicable, shall be governed by such provisions.

     (b) The Property 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 conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties of the Trust Indenture Act shall control.

     (d) The application of the Trust Indenture Act to this Declaration shall
not affect the Trust's classification as a grantor trust for United States
federal income tax purposes and shall not affect the nature of the Securities as
equity securities representing undivided beneficial interests in the assets of
the Trust.

     Section 2.02.  List of Holders of the Securities.

     (a) Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide the Property Trustee with a list of the names and addresses of the
Holders of the Securities in such form as the Property Trustee may reasonably
require ("List of Holders") (i) as of the record date relating to the payment of
any Distribution, at least one Business Day prior to the date for payment of
such Distribution, except while the Preferred Securities are represented by one
or more Global Certificates, and (ii) at any other time, within 30 days of
receipt by the Trust of a written request from the Property Trustee for a List
of Holders as of a date no more than 15 days before such List of Holders is
provided to the Property Trustee. If at any time the List of Holders does not
differ from the most recent List of Holders provided to the Property Trustee by
the Sponsor and the Regular Trustees on behalf of the Trust, then neither the
Sponsor nor the Regular Trustees shall be obligated to deliver such List of
Holders. The Property Trustee shall preserve, in as current a form as is
reasonably practicable, all information contained in Lists of Holders provided
to it or that it receives in its capacity as Paying Agent (if acting in such
capacity); provided that the Property Trustee may destroy any List of Holders
previously provided to it on receipt of a new List of Holders.

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

     Section 2.03.  Reports by the Property Trustee.

     Within 60 days after May 15 of each year (commencing with the year of the
first anniversary of the issuance of the Preferred Securities), the Property
Trustee shall provide to the Holders of the Preferred Securities such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust

                                       13
<PAGE>

Indenture Act. The Property Trustee also shall comply with the requirements of
Section 313(d) of the Trust Indenture Act. The Sponsor shall promptly notify the
Property Trustee when any Preferred Securities are listed for trading on any
stock exchange and of any delisting thereof.

     Section 2.04.  Periodic Reports to the Property Trustee.

     Each of the Sponsor and the Regular Trustees on behalf of the Trust shall
provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.
Compliance certificates required by Section 314(a)(4) of the Trust Indenture Act
shall be delivered to the Property Trustee annually on or before 120 days after
the end of each fiscal year of the Sponsor.

     Section 2.05.  Evidence of Compliance with Conditions Precedent.

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

                                   ARTICLE 3
                                  Organization

     Section 3.01.  Name and Organization.

     The Trust hereby continued is named "HFI Trust I," as such name may be
modified from time to time by the Regular Trustees following written notice to
the Holders of the Securities.  The Trust's activities may be conducted under
the name of the Trust or any other name deemed advisable by the Regular
Trustees.

     Section 3.02.  Office.

     The address of the principal office of the Trust is 500 West Monroe Street,
Chicago, Illinois 60661.  On ten Business Days' written notice to the Holders of
the Securities, the Regular Trustees may designate another principal office.

     Section 3.03.  Purpose.

     The exclusive purposes and functions of the Trust are (a) to issue, sell
and repurchase the Securities, (b) to use the gross proceeds from such sale to
acquire the Subordinated Deferrable Notes, (c) to enter into the Underwriting
Agreement, the Remarketing Agreement, the Common Securities Purchase Agreement
and the Subordinated Deferrable Note Purchase Agreement and (d) except as
otherwise limited herein, to engage in only those other activities necessary or
incidental thereto.  The Trust shall not borrow money, issue debt, reinvest
proceeds derived from investments, pledge any of its assets or otherwise
undertake (or permit to be undertaken) any

                                       14
<PAGE>

activity that would cause the Trust not to be classified as a grantor trust for
United States federal income tax purposes.

     By the acceptance of this Trust, none of the Trustees, the Sponsor, the
Holders of the Preferred Securities or the Common Securities or the Beneficial
Owners of the Preferred Securities will take any position that is contrary to
the classification of the Trust as a grantor trust for United State federal
income tax purposes.

     Section 3.04.  Authority.

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

     (b) Except as expressly set forth in this Declaration or as otherwise
required by the Business Trust Act or applicable law, 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.

     (c) Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Business Trust Act or applicable law, any Regular
Trustee may delegate to any other natural person over the age of 21 that is a
United States Person, by power of attorney consistent with applicable law, his
or her power for the purposes of signing any documents that the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section 3.06.

     Section 3.05.  Title to Property of the Trust.

     Except as provided in Section 3.08 with respect to the Subordinated
Deferrable Notes and the Property Account or as otherwise provided in this
Declaration, legal title to all assets of the Trust shall be vested in the
Trust.  The Holders of the Securities shall not have legal title to any part of
the assets of the Trust but shall have undivided beneficial interests in the
assets of the Trust.

     Section 3.06.  Powers and Duties of the Regular Trustees.

     The Regular Trustees shall have the exclusive power, duty and authority to
cause the Trust to engage in the following activities:

     (a) to issue and sell the Securities in accordance with this Declaration;
provided that the Trust may issue no more than one series of Preferred
Securities and no more than one series of Common Securities; and provided
further that there shall be no interests in the Trust other than the Securities,
and the issuance of the Securities shall be limited to a one-time, simultaneous

                                       15
<PAGE>

issuance of both Preferred Securities and Common Securities on the Closing Date,
subject to the issuance of additional Securities pursuant to the exercise of the
Over-allotment Option;

     (b) to acquire the Subordinated Deferrable Notes with the proceeds of the
sale of the Securities; provided that the Regular Trustees shall cause legal
title to the Subordinated Deferrable Notes to be held of record in the name of
the Property Trustee for the benefit of the Holders of the Securities;

     (c) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of a Tax Event; provided that the Regular Trustees shall consult
with the Sponsor and the Property Trustee before taking or refraining from
taking any action in relation to any such Tax Event;

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

     (e) to take all actions and perform such duties as may be required of the
Regular Trustees pursuant to the terms of this Declaration;

     (f) 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 3.08(e), the Property Trustee has
the exclusive power to bring such Legal Action;

     (g) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants to conduct only those services that the Regular Trustees have
authority to conduct directly, and to pay reasonable compensation for such
services, provided that any Person so employed or engaged is a United States
Person;

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

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

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

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

     (l) to take all action that may be necessary or appropriate for the
preservation and continuation of the Trust's valid existence, rights, franchise
and privileges as a statutory business trust under the laws of the State of
Delaware and of each other jurisdiction in which such

                                       16
<PAGE>

existence is necessary to protect the limited liability of the Holders of the
Securities or to enable the Trust to effect the purposes for which it was
created;

     (m) to take any action not inconsistent with applicable law that the
Regular Trustees determine in their discretion to be necessary or desirable in
carrying out the purposes and functions of the Trust as set forth in Section
3.01 or the activities of the Trust as set forth in this Section 3.06,
including:

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

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

          (iii) cooperating with the Subordinated Deferrable Notes Issuer to
     ensure that the Subordinated Deferrable Notes will be treated as
     indebtedness of the Subordinated Deferrable Notes Issuer for United States
     federal income tax purposes;

     (n) 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;

     (o) to prepare, execute and file a certificate of cancellation of the
Certificate of Trust of the Trust pursuant to Section 8.01(b);

     (p) if and to the extent that the Sponsor on behalf of the Trust has not
already done so, to cause the Trust to enter into the Underwriting Agreement
and/or such other agreements and arrangements as may be necessary or desirable
in connection with the sale of the Preferred Securities to the initial
purchasers thereof and the consummation thereof, and to take all action, and
exercise all discretion, as may be necessary or desirable in connection with the
consummation thereof; and

     (q) to execute all documents or instruments, including, without limitation,
the Underwriting Agreement, the Remarketing Agreement, the Common Securities
Purchase Agreement and the Subordinated Deferrable Note Purchase Agreement,
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 shall exercise the powers set forth in this Section
3.06 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.03, and the Regular Trustees shall have no power to, and
shall not, take any action that is inconsistent with the purposes and functions
of the Trust set forth in Section 3.03.

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

     Any expenses incurred by the Regular Trustees pursuant to this Section 3.06
shall be reimbursed by the Subordinated Deferrable Notes Issuer.

                                       17
<PAGE>

     Section 3.07.  Prohibition of Actions by the Trust and the Trustees.

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

          (i) invest any proceeds received by the Trust in connection with its
     ownership of the Subordinated Deferrable Notes, but the Property Trustee
     shall distribute all such proceeds to the Holders of the Securities
     pursuant to the terms of this Declaration and of the Securities;

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

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

          (iv) make any loans or incur any indebtedness;

          (v) possess any power or otherwise act in such a way as to vary the
     Trust's assets;

          (vi) possess any power or otherwise act in such a way as to vary the
     terms of the Securities in any way whatsoever (except to the extent
     expressly authorized in this Declaration or by the terms of the
     Securities);

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

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

          (ix) take any action inconsistent with the status of the Trust as
     grantor trust for United States federal income tax purposes;

          (x) revoke any action previously authorized or approved by vote of the
     Holders of the Preferred Securities; or

          (xi) after the date hereof, enter into any contract or agreement
     (other than any depositary agreement or any agreement with any securities
     exchange or automated quotation system) that does not expressly provide
     that the Holders of Preferred Securities,


                                       18
<PAGE>

     in their capacities as such, have limited liability for the liabilities and
     obligations of the Trust, which express provision shall be in substantially
     the following form:

             The Holders of the Preferred Securities, in their capacities as
             such, shall not be personally liable for any liabilities or
             obligations of the Trust arising out of this Agreement, and the
             parties hereto hereby agree that the Holders of the Preferred
             Securities, in their capacities as such, shall be entitled to the
             same limitation of personal liability extended to stockholders of
             private corporations for profit organized under the General
             Corporation Law of the State of Delaware.

     Section 3.08.  Powers and Duties of the Property Trustee.

     (a) The legal title to the Subordinated Deferrable Notes shall be owned by
and held of record in the name of the Property Trustee in trust for the benefit
of the Trust and the Holders of the Securities. The right, title and interest of
the Property Trustee to the Subordinated Deferrable Notes shall vest
automatically in each Person that hereafter may be appointed as Property Trustee
in accordance with Section 6.06. To the fullest extent permitted by law, such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Subordinated Deferrable Notes have been executed
and delivered.

     (b) The Property Trustee shall not transfer its right, title and interest
in the Subordinated Deferrable Notes to the Regular Trustees nor to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

     (c)  The Property Trustee shall:

          (i) establish and maintain a segregated non-interest bearing trust
     account (the "Property Account") in the name of and under the exclusive
     control of the Property Trustee on behalf of the Holders of the Securities
     and, upon the receipt of payments of funds made in respect of the
     Subordinated Deferrable Notes, deposit such funds into the Property Account
     and make payments to the Holders of the Securities from the Property
     Account in accordance with Section 7.02. Funds in the Property Account
     shall be held uninvested until disbursed in accordance with this
     Declaration. The Property Account shall be an account that is maintained
     with a banking institution, the rating on whose long-term unsecured
     indebtedness is at least equal to the rating assigned to the Subordinated
     Deferrable Notes Issuer's senior notes by a "nationally recognized
     statistical rating organization" within the meaning of Rule 436(g)(2) under
     the Securities Act;

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

          (iii) upon written direction by the Sponsor to dissolve the Trust, to
     engage in such ministerial activities as shall be necessary or appropriate
     to effect the distribution of

                                       19
<PAGE>

     the Subordinated Deferrable Notes to the Holders of the Securities in
     exchange for the Securities.

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

     (e) The Property Trustee shall take any Legal Action that arises out of or
in connection with (i) a Trust Enforcement Event of which a Responsible Officer
of the Property Trustee has actual knowledge or (ii) the Property Trustee's
duties and obligations under this Declaration or the Trust Indenture Act;
provided that if a Trust Enforcement Event has occurred and is continuing and
such event is attributable to the failure of the Subordinated Deferrable Notes
Issuer to pay interest or principal on the Subordinated Deferrable Notes on the
date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of Preferred Securities may
institute a proceeding directly against the Subordinated Deferrable Notes Issuer
to enforce payment to such Holder of the principal or interest on Subordinated
Deferrable Notes having an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such Holder (a "Direct
Action"). In connection with such Direct Action, the Subordinated Deferrable
Notes Issuer will be subrogated to the rights of such Holder of Preferred
Securities to the extent of any payment made by the Subordinated Deferrable
Notes Issuer to such Holders of Preferred Securities in such Direct Action.

     (f) The Property Trustee shall continue to serve as a Trustee until either:

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

          (ii) a Successor Property Trustee has been appointed and has accepted
     that appointment in accordance with Section 6.06.

     (g) The Property Trustee shall have the legal power to exercise all of the
rights, powers and privileges of a holder of Subordinated Deferrable Notes under
the Indenture and, if a Trust Enforcement Event actually known to a Responsible
Officer of the Property Trustee occurs and is continuing, the Property Trustee
shall enforce, for the benefit of Holders of the Securities, its rights as
holder of the Subordinated Deferrable Notes subject to the rights of the Holders
of the Securities pursuant to the terms of such Securities.

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

     The Property Trustee shall exercise the powers set forth in this Section
3.08 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.03, and the Property Trustee shall have no power to, and
shall not, take any action that is inconsistent with the purposes and functions
of the Trust set out in Section 3.03.

     Section 3.09. Certain Duties and Responsibilities of the Property Trustee.

                                       20
<PAGE>

     (a) Within 90 days after the occurrence of a Trust Enforcement Event
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit by mail, first class postage prepaid, to the Holders of
the Securities, notice of such Trust Enforcement Event, unless such Trust
Enforcement Event has been cured before the giving of such notice; provided
that, except for a default in the payment of principal of (or premium, if any)
or interest on any of the Subordinated Deferrable Notes, the Property Trustee
shall be protected in withholding such notice if and so long as a Responsible
Officer of the Property Trustee in good faith determines that the withholding of
such notice is in the interests of the Holders of the Securities.

     (b) The Property Trustee shall not be deemed to have knowledge of any Trust
Enforcement Event except for:

          (i) a default under Section 7.01(a) and (b) of the Indenture; or

          (ii) any default as to which the Property Trustee shall have received
     written notice or of which a Responsible Officer of the Property Trustee
     charged with the administration of this Declaration shall have actual
     knowledge.

     (c) If a Trust Enforcement Event has occurred (that has not been cured or
waived pursuant to Section 7.05) of which a Responsible Officer of the Property
Trustee has actual knowledge, the Property Trustee shall exercise such of the
rights and powers vested in it by this Declaration and shall use the same degree
of care and skill in its exercise as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

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

          (i) prior to the occurrence of a Trust Enforcement Event and after the
     cure or waiver of all such Trust Enforcement Events that may have occurred:

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

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

                                       21
<PAGE>

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

          (iii) the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it without negligence, in good
     faith in accordance with the direction of the Holders of not less than a
     Majority in Liquidation Amount of the Securities relating to the time,
     method and place of conducting any proceeding for any remedy available to
     the Property Trustee, or exercising any trust or power conferred upon the
     Property Trustee under this Declaration;

          (iv) no provision of this Declaration shall require the Property
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if it has 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 Property Trustee against such risk or liability is not
     reasonably assured to it;

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

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

          (vii) the Property Trustee shall not be liable for any interest on any
     money received by it except as it otherwise may agree in writing with the
     Sponsor. Money held by the Property Trustee need not be segregated from
     other funds held by it except in relation to the Property Account
     maintained by the Property Trustee pursuant to Section 3.08(c)(i) and
     except to the extent otherwise required by law; and

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

     Section 3.10.  Certain Rights of Property Trustee.

     (a)  Subject to the provisions of Section 3.09:

          (i) The Property Trustee may 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

                                       22
<PAGE>

     evidence of indebtedness or other paper or document believed by it to be
     genuine and to have been signed, sent or presented by the proper party or
     parties.

          (ii) Any direction or act of the Sponsor contemplated by this
     Declaration shall be sufficiently evidenced by an Officers' Certificate.

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

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

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

          (vi) The Property Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Declaration at the request or
     direction of any Holder of Securities, unless such Holder of Securities has
     provided to the Property Trustee security and indemnity, reasonably
     satisfactory to the Property Trustee, against the costs, expenses
     (including attorneys' fees and expenses and the expenses of the Property
     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 Property Trustee; provided
     that nothing contained in this Section 3.10(a) shall be taken to relieve
     the Property Trustee, upon the occurrence of an Indenture Event of Default,
     of its obligation to exercise the rights and powers vested in it by this
     Declaration.

          (vii) The Property Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Property Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it sees fit, and, if the Property Trustee shall determine to
     make such further inquiry or investigation, it shall be entitled to examine
     the books, records and premises of the Sponsor, personally or by

                                       23
<PAGE>

     agent or attorney at the sole cost of the Sponsor and shall incur no
     liability or additional liability of any kind by reason of such inquiry or
     investigation.

          (viii) The Property Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents, custodians, nominees or attorneys; provided that any such action
     (other than ministerial action) executed or performed by such agent or
     attorney is executed or performed by an agent or an attorney that is a
     United States Person, and the Property Trustee shall not be responsible for
     any misconduct or negligence on the part of any agent or attorney appointed
     with due care by it hereunder.

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

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

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

          (xii) The Property Trustee shall not be liable for any action taken,
     suffered or omitted to be taken by it without negligence, in good faith and
     reasonably believed by it to be authorized or within the discretion, rights
     or powers conferred upon it by this Declaration.

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


                                       24
<PAGE>
     Section 3.11.  Delaware Trustee.

     Notwithstanding any other provision of this Declaration other than 0, the
Delaware Trustee shall not be entitled to exercise any powers of, nor shall the
Delaware Trustee have any of the duties and responsibilities of, the Trustees
described in this Declaration.  Except as set forth in 0, the Delaware Trustee
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Business Trust Act.  If the Property
Trustee, meeting the requirements of 0, also acts as Delaware Trustee, this
Section 3.11 shall not apply.

     Section 3.12.  Intentionally Omitted.

     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, the Securities, the Subordinated Deferrable Notes or the Indenture.

     Section 3.14.  Duration of Trust.

     The Trust shall exist until dissolved pursuant to the provisions of Article
8 hereof.

     Section 3.15.  Mergers.

     (a) The Trust may not consolidate with, convert into, amalgamate or merge
with or into, 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) or Section 8.02.

     (b) At the request of the Sponsor and 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 Preferred Securities, the Delaware
Trustee or the Property Trustee, the Trust may consolidate with, convert into,
amalgamate or merge with or into, be replaced by or convey, transfer or lease
its properties substantially as an entirety to a trust organized as such under
the laws of any state; provided that:

          (i) if the Trust is not the successor entity, such successor entity
     (the "Successor Entity") either:

                   (A) expressly assumes all of the obligations of the Trust
              with respect to the Securities; of

                   (B) substitutes for the Securities other securities having
              substantially the same terms as the Securities (the "Successor
              Securities"), so long as such Successor Securities rank the same
              as the Securities with respect to Distributions and payments upon
              liquidation, redemption and otherwise;

                                       25
<PAGE>

          (ii) the Subordinated Deferrable Notes Issuer expressly appoints a
     trustee of such Successor Entity that possesses the same powers and duties
     as the Property Trustee as the holder of the Subordinated Deferrable Notes;

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

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

          (v) such consolidation, conversion, amalgamation, merger, replacement,
     conveyance, transfer or lease does not adversely affect the rights,
     preferences and privileges of the Holders of the Preferred Securities
     (including any Successor Securities) in any material respect;

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

          (vii) prior to such consolidation, conversion, amalgamation, merger,
     replacement, conveyance, transfer or lease, the Sponsor has received an
     opinion of independent counsel to the Trust experienced in such matters to
     the effect that:

                   (A) such consolidation, conversion, amalgamation, merger,
              replacement, conveyance, transfer or lease does not adversely
              affect the rights, preferences and privileges of the Holders of
              the Securities (including any Successor Securities) in any
              material respect;

                   (B) following such consolidation, conversion, amalgamation,
              merger, replacement, conveyance, transfer or lease, neither the
              Trust nor such Successor Entity will be required to register as an
              Investment Company under the Investment Company Act; and

                   (C) following such consolidation, conversion, amalgamation or
              merger, replacement, conveyance, transfer or lease, the Trust (or
              such Successor Entity) will continue to be classified as a grantor
              trust for United States federal income tax purposes;

          (viii) the Sponsor or any permitted successor or assignee owns all of
     the common securities of such Successor Entity and guarantees the
     obligations of such Successor Entity under the Successor Securities, at
     least to the extent provided by the Guarantee; and

          (ix) such Successor Entity expressly assumes all of the obligations of
     the Trust.

                                       26
<PAGE>

     (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in aggregate liquidation amount of the Securities,
consolidate with, convert into, amalgamate or merge with or into, be replaced by
or convey, transfer or lease its properties and assets substantially as an
entirety to, any other entity or permit any other entity to consolidate with,
amalgamate, merge with or into, or replace it, if such consolidation,
conversion, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or any Successor Entity to be classified as other than a
grantor trust for United States federal income tax purposes or would cause each
Holder of Securities not to be treated as owning an undivided beneficial
interest in the Subordinated Deferrable Notes.

     Section 3.16.  Compensation and Reimbursement.

     The Sponsor agrees to pay each of the Trustees from time to time such
compensation for all services rendered by such Trustee hereunder as the Sponsor
and such Trustee may agree upon from time to time (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust).  To the fullest extent permitted by law the parties intend
that Section 3561 of Title 12 of the Delaware Code shall not apply to the Trust
and that compensation paid pursuant to this Section 3.16 not be subject to
review by any court under Section 3560 of Title 12 of the Delaware Code.  The
provisions of this  Section 3.16 shall survive the termination of this
Declaration.

     Section 3.17.  Property Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Securities are then due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Property Trustee has made any
demand on the Trust for the payment of any past due Distributions) shall be
entitled and empowered, to the fullest extent permitted by law, by intervention
in such proceeding or otherwise:

     (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Securities (or, if the Securities are
original issue discount securities, such portion of the liquidation amount as
may be specified in the terms of such securities) and to file such other papers
or documents as may be necessary or advisable in order to have the claims of the
Property Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel) and
of the Holders of the Securities allowed in such judicial proceeding; and

     (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities to make such payments to the Property Trustee and, in
the event the Property Trustee consents to the making of such payments directly
to the Holders, to pay to the Property Trustee any amount due it for the

                                       27
<PAGE>

reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt, on behalf of any Holder of
Securities, any plan of reorganization, arrangement, adjustment or compensation
affecting the Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder of Securities in
any such proceeding.

     Section 3.18.  Registration Statement and Related Matters.

     In the event that any filing referred to in Section 4.01(a)-(d) is required
by the rules and regulations of the Commission, any Exchange, the National
Association of Securities Dealers, Inc. or state securities or blue sky laws, to
be executed on behalf of the Trust by the Regular Trustees, the Regular
Trustees, in their capacities as Trustees of the Trust, are hereby authorized to
join in any such filing and to execute on behalf of the Trust any and all of the
foregoing.  In connection with all of the foregoing, each Regular Trustee,
solely in its capacity as Trustee of the Trust, has constituted and appointed,
and hereby confirms the appointment of, Lauralee E. Martin and Mark J. Ohringer,
and each of them, as his, her or its, as the case may be, true and lawful
attorneys-in-fact, and agents, with full power of substitution and
resubstitution, for such Trustee or in such Trustee's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement and the 1934 Act Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as such Trustee might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.  Notwithstanding anything in this Section 3.18 to
the contrary, no Foreign Person (acting in its capacity as attorney-in-fact or
agent of any Foreign Person) shall be authorized to take or perform any action
on behalf of the Trust pursuant to this Section 3.18 at any time on or after the
Closing Date.

     Section 3.19.  Books and Records.

     The books and records of the Trust will be maintained at the principal
office of the Trust and will be open for inspection by each Holder of Preferred
Securities or any authorized representative of such Holder for any purpose
reasonably related to the Holder's interest in the Trust during normal business
hours.


                                       28
<PAGE>
                                   ARTICLE 4
                                  The Sponsor

     Section 4.01.  Responsibilities of the Sponsor.

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

     (a) to prepare, execute and file with the Commission, on behalf of the
Trust, a registration statement on Form S-3 in relation to the Preferred
Securities, including any amendments or supplements thereto, and to take any
other action relating to the registration and sale of the Preferred Securities
under federal and state securities laws;

     (b) if necessary, to determine the states in which to take appropriate
action to qualify or register for sale all or part of the MEDS Units and to do
any and all such acts, other than actions that must be taken by the Trust, and
advise the Trust of actions it must take; to prepare, execute and file, on
behalf of the Trust, any documents it deems necessary or advisable in order to
comply with the applicable laws of any such states; and to prepare, execute and
file, on behalf of the Trust, any such documents or take any acts determined by
it to be necessary in order to qualify or register all or part of the MEDS Units
in any state in which it has determined to qualify or register such MEDS Units
for sale;

     (c) if necessary, to prepare, execute and file on behalf of the Trust, an
application to the New York Stock Exchange or any other national stock exchange
or the NASDAQ National Market for listing upon notice of issuance of any
Preferred Securities;

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

     (e) to negotiate the terms of, and execute and enter into, an Underwriting
Agreement providing for the sale of the MEDS Units and a Remarketing Agreement
providing for the Remarketing.

                                   ARTICLE 5
                      The Holders Of The Common Securities

     Section 5.01.  Subordinated Deferrable Notes Issuer's Purchase of the
Common Securities.

     On the Closing Date, the Subordinated Deferrable Notes Issuer shall
purchase all of the Common Securities issued by the Trust, in an aggregate
liquidation amount equal to at least three percent of the total capital of the
Trust, at such time as the Preferred Securities are sold and issued.  If any
additional Preferred Securities are issued pursuant to the exercise of any Over-
allotment Option, then the Subordinated Deferrable Notes Issuer shall purchase,
on the date of such issuance, an amount of additional Common Securities such
that the aggregate number of Common Securities held by the Subordinated
Deferrable Notes Issuer, upon such purchase, will equal at least three percent
of the total capital of the Trust.

     The aggregate stated liquidation amount of the Common Securities
outstanding at any time shall not be less than three percent of the total
capital of the Trust.

                                       29
<PAGE>

     Section 5.02.  Covenants of the Subordinated Deferrable Notes Issuer.

     For so long as the Preferred Securities remain outstanding, the
Subordinated Deferrable Notes Issuer shall covenant (i) to maintain, directly or
indirectly, 100% ownership of the Common Securities, (ii) to cause the Trust to
remain a statutory business trust and not to voluntarily dissolve, wind up,
liquidate or be terminated, except as permitted by this Declaration, (iii) to
use its commercially reasonable efforts to ensure that the Trust will not be an
Investment Company required to be registered under the Investment Company Act
and (iv) not to take any action that would create more than an insubstantial
risk that the Trust would be classified as an association or a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes.

     Section 5.03.  Holder of the Common Securities.

     Each Holder of the Common Securities shall at all times hold the Common
Securities in its individual capacity on its own behalf and shall not, in its
capacity as a Holder of the Common Securities, be under (or subject to) the
control or direction of any Foreign Person (pursuant to a contractual
arrangement or otherwise) other than by virtue of such Foreign Person's direct
or indirect stock ownership, if any, of the Holder of the Common Securities.
Notwithstanding anything in this Declaration to the contrary, each Holder of the
Common Securities shall at all times be a United States Person and shall be
authorized to give any direction hereunder with respect to the Trust as shall be
necessary for the Trust not to be considered a foreign trust for United States
federal income tax purposes.

     Section 5.04.  Exchanges.

     (a) If at any time the Subordinated Deferrable Notes Issuer or any of its
Affiliates (in either case, a "Issuer Affiliated Holder") is the Holder of any
Preferred Securities, such Issuer Affiliated Holder shall have the right to
deliver to the Property Trustee all or such portion of its Preferred Securities
as it elects and receive, in exchange therefor, Subordinated Deferrable Notes in
an aggregate principal amount equal to the aggregate stated liquidation amount
of, with an interest rate identical to the distribution rate of, and accrued and
unpaid interest equal to accumulated and unpaid Distributions on, such Preferred
Securities. Such election (i) shall be exercisable effective on any Distribution
payment date by such Issuer Affiliated Holder delivering to the Property Trustee
a written notice of such election specifying the aggregate liquidation amount of
the Preferred Securities with respect to which such election is being made and
the Distribution payment date on which such exchange shall occur, which
Distribution payment date shall be not less than ten Business Days after the
date of receipt by the Property Trustee of such election notice and (ii) shall
be conditioned upon such Issuer Affiliated Holder having delivered or caused to
be delivered to the Property Trustee or its designee the Preferred Securities
which are the subject of such election by 10:00 a.m. New York City time, on the
Distribution payment date on which such exchange is to occur. After the
exchange, such Preferred Securities will be canceled and will no longer be
deemed to be outstanding and all rights of the Subordinated Deferrable Notes
Issuer or its Affiliate(s) with respect to such Preferred Securities will cease.

                                       30
<PAGE>

     (b) In the case of an exchange described in Section 5.04(a), the Trust
will, on the date of such exchange, exchange Subordinated Deferrable Notes
having a principal amount equal to a proportional amount of the aggregate
liquidation amount of the outstanding Common Securities based on the ratio of
the aggregate liquidation amount of the Preferred Securities exchanged pursuant
to Section 5.04(a) divided by the aggregate liquidation amount of the Preferred
Securities outstanding immediately prior to such exchange, for such proportional
amount of Common Securities held by the Subordinated Deferrable Notes Issuer
(which contemporaneously shall be canceled and no longer be deemed to be
outstanding); provided, that the Subordinated Deferrable Notes Issuer delivers
or causes to be delivered to the Property Trustee or its designee the required
amount of Common Securities to be exchanged by 10:00 a.m., New York City time,
on the Distribution payment date on which such exchange is to occur.

                                   ARTICLE 6
                                  The Trustees

     Section 6.01.  Number of Trustees.

     The number of Trustees initially shall be five, and:

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

     (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of the Common Securities at a
meeting of the Holders of the Common Securities or by written consent without
prior notice in lieu of such meeting;

provided that the number of Trustees shall be at least three; and provided
further that: (i) the Delaware 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, is an entity that has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable law; (ii) at least a
majority of the Trustees shall be employees or officers of, or are affiliates
of, the Sponsor; (iii) one Trustee shall be the Property Trustee for so long as
this Declaration is required to qualify as an indenture under the Trust
Indenture Act, and such Property Trustee also may serve as Delaware Trustee if
it meets the applicable requirements; (iv) each Trustee, and any delegee of any
Trustee, shall be a United States Person; and (v) each Trustee, and any delegee
of any Trustee, shall at all times act as Trustee and will not, at any time, in
its capacity as Trustee, be under (or subject to) the control or direction of
any Foreign Person (pursuant to a contractual arrangement or otherwise).

                                       31
<PAGE>

     Section 6.02.  Delaware Trustee; Eligibility.

     If required by the Business Trust Act, one Trustee (which may be the
Property Trustee) (the "Delaware Trustee") shall be a United States Person that
is:

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

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

     Section 6.03.  Property Trustee; Eligibility.

     (a) There shall be at all times one Trustee (which may be the Delaware
Trustee) that shall act as Property Trustee that shall:

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

          (ii) be a corporation that is a United States Person organized and
     doing business under the law of the United States of America or any state
     or territory thereof or of the District of Columbia, or a corporation or
     other Person that is a United States Person permitted by the Commission to
     act as an institutional trustee under the Trust Indenture Act, authorized
     under such laws to exercise corporate trust powers, having a combined
     capital and surplus of at least fifty 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 purpose
     of this Section 6.03(a)(ii), the combined capital and surplus of such
     corporation shall be deemed to be its combined capital and surplus as set
     forth in its most recent report of condition so published.

     (b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 6.03(a), the Property Trustee immediately shall resign in the
manner and with the effect set forth in Section 6.06(c).

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

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

     Section 6.04.  Qualifications of the Regular Trustees Generally.

                                       32
<PAGE>

     Each Regular 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 6.05.  Initial Regular Trustees.

     The initial Regular Trustees shall be Anthony O'B. Beirne, Lauralee E.
Martin, and Kurt Roemer, the business address of all of whom is in care of
Heller Financial, Inc., 500 West Monroe Street, Chicago, Illinois 60661.

     Section 6.06.  Appointment, Removal and Resignation of the Trustees.

     (a) Subject to Section 6.06(b) and Section 7.05(i), the 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 a vote of the Holders of
     a Majority in Liquidation Amount of the Common Securities at a meeting of
     the Holders of the Common Securities or by written consent without prior
     notice in lieu of such meeting.

     (b) The Property Trustee shall not be removed in accordance with Section
6.06(a) or Section 7.05(i) until a successor Trustee possessing the
qualifications to act as Property Trustee under Section 6.03(a) (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Regular Trustees and the Sponsor. The Delaware Trustee shall not be removed
in accordance with Section 6.06(a) or Section 7.05(i) until a successor Trustee
possessing the qualifications to act as Delaware Trustee under 0 and Section
6.04 (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 a successor has
been appointed, until death or dissolution or until removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting)
by written instrument executed by such Trustee and delivered to the Sponsor and
the other Trustees, which resignation shall take effect upon such delivery or
upon such later date as is specified therein; provided that:

          (i) no such resignation of the Property Trustee shall be effective:

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

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

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<PAGE>

          (ii) no such resignation of the Delaware Trustee shall be effective
     until 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, the Sponsor and the
     resigning Delaware Trustee.

     (d) The Holders of the Common Securities shall use their best efforts to
promptly appoint a Successor Property Trustee or Successor Delaware Trustee, as
the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 6.06.

     (e) If no Successor Property Trustee or Successor Delaware Trustee, as the
case may be, has been appointed and accepted appointment as provided in this
Section 6.06 within 60 days after delivery of an instrument of resignation or
removal, the resigning or removed Property Trustee or Delaware Trustee, as
applicable, may petition, at the expense of the Sponsor, any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee, as applicable. Such court may thereupon, after prescribing
such notice, if any, as it may deem proper, appoint a Successor Property Trustee
or Successor Delaware Trustee, as the case may be.

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

     (g) In case of the appointment hereunder of a Successor Property Trustee or
a Successor Delaware Trustee, such Successor Property Trustee or Successor
Delaware Trustee so appointed shall execute, acknowledge and deliver to the
Trust and to the retiring Property Trustee or Delaware Trustee, as the case may
be, an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Property Trustee or Delaware Trustee shall become
effective and such Successor Property Trustee or Successor Delaware Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Property Trustee or Delaware
Trustee; but, on the request of the Sponsor or the Successor Property Trustee or
Successor Delaware Trustee, such retiring Property Trustee or Delaware Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such Successor Property Trustee or Successor Delaware Trustee
all the rights, powers and trusts of the retiring Property Trustee or Delaware
Trustee, as the case may be, and if the Property Trustee is the resigning
Trustee, it shall duly assign, transfer and deliver to the Successor Property
Trustee all property and money held by such retiring Property Trustee hereunder.

     Section 6.07.  Vacancies among Trustees.

     If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 6.01, or if the number of Trustees
is increased pursuant to Section 6.01, 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 6.06.

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<PAGE>

     Section 6.08.  Effect of Vacancies.

     The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust nor to terminate this
Declaration.  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 6.06, the Regular Trustees in office, regardless of the
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 6.09.  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 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 a Quorum
is present, or without a meeting and without prior notice 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 6.10.  Delegation of Power by the Regular Trustees.

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

     Section 6.11.  Merger, Consolidation, Conversion or Succession to Business.

     Any entity into which the Property Trustee, the Delaware Trustee or any
Regular Trustee that is not a natural person may be merged or converted or with
such Trustee may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which such Trustee is a party, or any entity
succeeding to all or substantially all the corporate trust business of such
Trustee, shall be the successor of such Trustee hereunder, without the execution
or filing

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<PAGE>

of any paper or any further act on the part of any of the parties hereto,
provided that such entity otherwise is qualified and eligible under this
Article.

                                   ARTICLE 7
                            Terms Of The Securities

     Section 7.01.  General Provisions Regarding the Securities.

     (a) The Regular Trustees shall issue, on behalf of the Trust, one class of
preferred securities representing undivided beneficial interests in the assets
of the Trust (the "Preferred Securities") and one class of common securities
representing undivided beneficial interests in the assets of the Trust (the
"Common Securities").

          (i) Preferred Securities. The Preferred Securities of the Trust shall
     have an aggregate stated liquidation amount of [______________] dollars
     ($[_________]) (subject to increase to not more than [________________]
     dollars ($[___________]) in the event of the exercise of the Over-allotment
     Option) or $25 per Preferred Security. The Preferred Securities are hereby
     designated for identification purposes only as the Preferred Securities. A
     form of the Preferred Security Certificate is attached as Exhibit A hereto.

          (ii) Common Securities. The Common Securities of the Trust shall have
     an aggregate liquidation amount of [_________________] dollars
     ($[___________]) (subject to increase to not more [_________________]
     dollars ($[___________]) in the event of the exercise of the Over-allotment
     Option) or $25 per Common Security. The Common Securities are hereby
     designated for identification purposes only as the Common Securities. A
     form of the Common Security Certificates is attached as Exhibit B hereto.

     (b) Payment of Distributions on, and any payment of the Redemption Price
upon a redemption of, the Preferred Securities and the Common Securities, as
applicable, shall be made Pro Rata based on the liquidation amount of such
Preferred Securities and Common Securities; provided that if on any date on
which such amounts are payable, a Trust Enforcement Event has occurred and is
continuing, then no payments shall be made on any of the Common Securities,
until all accumulated and unpaid Distributions on, or the Redemption Price of,
as the case may be, all of the outstanding Preferred Securities for which
Distributions are to be paid or that have been called for redemption, as the
case may be, are fully paid. All funds available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions on, or the
Redemption Price of, the Preferred Securities then due and payable.

     (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 validly issued, fully paid and (subject to Section
9.01(b)) non-assessable beneficial interests in the assets of the Trust.

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<PAGE>

     (e) Every Person, by virtue of having become a Holder or a Beneficial Owner
of Preferred Securities in accordance with the terms of this Declaration, shall
be deemed to have expressly assented and agreed to the terms of, and shall be
governed by, this Declaration, the Guarantee, the Indenture, the Purchase
Contract Agreement, the Pledge Agreement and the Subordinated Deferrable Notes.

     (f) The Holders of the Securities shall not have any preemptive or similar
rights.

     (g) The Certificates shall be signed on behalf of the Trust by a Regular
Trustee. Such signature shall be the manual or facsimile signature of any
Regular Trustee. If a Regular Trustee of the Trust who has signed any of the
Certificates ceases to be a Regular Trustee before such signed Certificates have
been delivered by the Trust, such Certificates nevertheless may be delivered as
though the Person who signed such Certificates had not ceased to be a Regular
Trustee. Any Certificate may be signed on behalf of the Trust by such Persons
who, at the actual date of execution of such Certificate, shall be the Regular
Trustees of the Trust, although at the date of the execution and delivery of
this Declaration any such Person was not such a Regular Trustee. 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 of any stock exchange on which the Securities may be
listed, or to conform to usage.

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

     Upon a written order of the Trust signed by one Regular Trustee, the
Property Trustee shall authenticate the Preferred Security Certificates for
original issue.  The aggregate number of Preferred Securities outstanding at any
time shall not exceed the liquidation amount set forth in Section 7.01(a)(i).

     The Property Trustee may appoint an authenticating agent acceptable to the
Trust, as determined by the Regular Trustees on behalf of the Trust, to
authenticate Certificates.  An authenticating agent may authenticate
Certificates whenever the Property Trustee may do so.  Each reference in this
Declaration to authentication by the Property Trustee shall include
authentication by such agent.  An authenticating agent shall have the same
rights as the Property Trustee to deal with the Sponsor or an Affiliate of the
Sponsor.

     (h) The Preferred Securities, upon original issuance (including Preferred
Securities, if any, issued pursuant to the exercise of the Over-allotment
Option), shall be issued in the form of one or more fully registered global
Preferred Security Certificates (each a "Global Certificate"), to be delivered
to, or pursuant to the instructions of, The Depository Trust Company, the
initial Depositary, by or on behalf of the Trust. Such Global Certificates
initially shall be registered on the books and records of the Trust in the name
of "Cede & Co.," the nominee of the initial Depositary. No Beneficial Owner of
Preferred Securities shall receive a definitive Preferred Security Certificate
representing such Beneficial Owner's interests in the Global Certificates,

                                       37
<PAGE>

except as provided in Section 7.12. Unless and until definitive, fully
registered Preferred Security Certificates have been issued to the Beneficial
Owners of Preferred Securities pursuant to Section 7.12,

          (i) the provisions of this Section 7.01 shall be in full force and
     effect;

          (ii) the Trust and the Trustees shall be entitled to deal with the
     Depositary for all purposes of this Declaration (including the payment of
     Distributions on the Preferred Securities represented by the Global
     Certificates and receiving approvals, votes or consents thereunder) as the
     Holder of the Preferred Securities represented by the Global Certificates
     and, except as set forth herein or in Rule 3a-7 (if the Trust is excluded
     from the definition of an Investment Company solely by reason of Rule 3a-7)
     with respect to the Property Trustee, shall have no obligation to the
     Beneficial Owners of the Preferred Securities;

          (iii) to the extent that the provisions of this Section 7.01 conflict
     with any other provisions of this Declaration, the provisions of this
     Section 7.01 shall control; and

          (iv) the rights of the Beneficial Owners of the Preferred Securities
     shall be exercised only through the Depositary and shall be limited to
     those established by law and agreements between such Beneficial Owners and
     the Depositary and/or the Depositary Participants; provided that no such
     agreement shall give to any Person any rights against the Trust or the
     Property Trustee without the written consent of the parties so affected.
     The Depositary shall make book-entry transfers among Depositary
     Participants and receive and transmit Distributions on the Preferred
     Securities represented by the Global Certificates to such Depositary
     Participants; provided that solely for the purposes of determining whether
     the Holders of the requisite amount of Preferred Securities have voted on
     any matter provided for in this Declaration, so long as definitive
     Preferred Security Certificates have not been issued, the Trustees may rely
     conclusively on, and shall be fully protected in relying on, any written
     instrument (including a proxy) delivered to the Trustees by the Depositary
     setting forth the votes of the Beneficial Owners of the Preferred
     Securities or assigning the right to vote on any matter to any other
     Persons either in whole or in part.

     Whenever a notice or other communication to the Holder of the Preferred
Securities is required to be given under this Declaration, unless and until
definitive Preferred Security Certificates have been issued pursuant to Section
7.01(g), the Trustees shall deliver all such notices and communications
specified herein to be given to the Holders of the Preferred Securities to the
Depositary, and, with respect to any Preferred Security Certificate registered
in the name of a Depositary or the nominee of a Depositary, the Trustees may
conclusively rely on, and shall be fully protected in relying on, any written
instrument (including a proxy) delivered to the Trustees by the Depositary
setting forth the votes of the Beneficial Owners of the Preferred Securities or
assigning the right to vote on any matter or any other Persons either in whole
or in part.  Multiple requests and directions from and votes of the Depositary
as the Holder of the Preferred Securities represented by Global Certificates
with respect to any particular matter shall not be deemed inconsistent to the
extent they do not represent an amount of Preferred Securities in excess of
those held in the name of the Depositary or its nominee.

                                       38
<PAGE>

     Section 7.02.  Distributions.

     (a) Holders of the Securities shall be entitled to receive Distributions
that shall accumulate and be payable at the rate per annum of ___% of the stated
liquidation amount of $25 per Security until __________, 2004, and at the Reset
Rate thereafter. The amount of Distributions payable for any period shall be
computed (i) for any full quarterly distribution period, on the basis of a 360-
day year of twelve 30-day months and (ii) for any period shorter than a full
quarterly distribution period, on the basis of a 30-day month and, for any
period of less than one month, on the basis of the actual number of days elapsed
per 30-day month. Subject to Section 7.01(b), Distributions shall be made on the
Securities on a Pro Rata basis. Distributions on the Securities shall accumulate
from _________, 2001, shall be cumulative and shall be payable quarterly, in
arrears, on _________, _________, _________ and _________ of each year,
commencing _________, 2001, when, as and if available for payment, by the
Property Trustee, except as otherwise described below. Distributions shall be
payable only to the extent that payments are made to the Trust in respect of the
Subordinated Deferrable Notes held by the Property Trustee and to the extent
that the Trust has funds available for the payment of such Distributions in the
Property Account.

     (b) Distributions not paid on the scheduled payment date shall accumulate
and compound quarterly at the rate of ____% per annum through and including
_________, 2004 and at the Reset Rate thereafter ("Compounded Distributions").
"Distributions" shall mean ordinary cumulative distributions together with any
Compounded Distributions.

     (c) If and to the extent that the Subordinated Deferrable Notes Issuer
makes a payment of principal of and any premium or interest on the Subordinated
Deferrable Notes held by the Property Trustee (the amount of any such payment
being a "Payment Amount"), the Property Trustee shall and is directed, to the
extent funds are available for that purpose, to make a Pro Rata distribution of
the Payment Amount to Holders, subject to Section 7.01(b).

     (d) Distributions on the Securities shall be payable to the Holders thereof
as they appear on the register of the Trust as of the close of business on the
relevant record dates. If the Preferred Securities are represented by one or
more Global Certificates, the relevant record dates shall be the close of
business on the Business Day preceding such Distribution payment date, unless a
different regular record date is established or provided for the corresponding
interest payment date on the Subordinated Deferrable Notes. The relevant record
dates for the Common Securities shall be the same as for the Preferred
Securities. If the Preferred Securities are not represented by one or more
Global Certificates, the relevant record dates for the Preferred Securities
shall be selected by the Regular Trustees and shall be the fifteenth Business
Day prior to the relevant Distribution payment dates. At all times, the
Distribution payment dates shall correspond to the interest payment dates on the
Subordinated Deferrable Notes. Distributions payable on any Securities that are
not punctually paid on any Distribution payment date, as a result of the
Subordinated Deferrable Notes Issuer having failed to make a payment under the
Subordinated Deferrable Notes, shall cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution instead shall be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with this Declaration. If any date on which
Distributions are payable on the Securities is not a Business Day, then payment
of the

                                       39
<PAGE>

Distribution payable on such date shall be made on the next 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 calendar year, such
payment shall be made on the preceding Business Day, with the same force and
effect as if made on such payment date.

     (e) 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 among the Holders of the Securities, subject to Section
7.01(b).

     Section 7.03.  Redemption of Securities.

     (a) Upon the repayment of the Subordinated Deferrable Notes held by the
Trust at the stated maturity of the Subordinated Deferrable Notes, the proceeds
from such repayment shall be simultaneously applied Pro Rata (subject to Section
7.01(b)) to redeem Securities having an aggregate liquidation amount equal to
the aggregate principal amount of the Subordinated Deferrable Notes so repaid.

     (b) If the Subordinated Deferrable Notes Issuer redeems the Subordinated
Deferrable Notes upon the occurrence and continuance of a Tax Event, the
proceeds from such redemption shall be applied by the Property Trustee to redeem
the Securities in whole (but not in part) at a price per Security equal to the
Redemption Amount attributable to a Subordinated Deferrable Note with a
principal amount equal to the stated liquidation amount of such Security plus
any accumulated and unpaid Distributions thereon to the Tax Event Redemption
Date. If, following the occurrence of a Tax Event, the Subordinated Deferrable
Notes Issuer exercises its option to redeem the Subordinated Deferrable Notes,
the Subordinated Deferrable Notes Issuer shall appoint the Quotation Agent.
Subject to the Trust's fulfillment of the notice requirements set forth in
Section 7.04(a), if a Tax Event Redemption occurs prior to the Purchase Contract
Settlement Date, the price payable in liquidation of the Securities will be
distributed to Wells Fargo Bank Minnesota, N.A., acting as the securities
intermediary under the Pledge Agreement, which in turn will apply that amount to
purchase the Treasury Portfolio and remit the remaining portion, if any, of such
price to BNY Midwest Trust Company, acting as the purchase contract agent under
the Purchase Contract Agreement, for payment to the Holders of the Securities.
If such excess amount referred to in the immediately preceding sentence is to be
paid to Holders of the Securities, (i) with respect to the Preferred Securities
represented by one or more Global Certificates, by 12:00 noon, New York City
time, on the Tax Event Redemption Date, the Purchase Contract Agent will deposit
irrevocably with the Depositary or its nominee funds sufficient to pay such
amount, and the Purchase Contract Agent shall give the Depositary irrevocable
instructions and authority to pay such amount to the Beneficial Owners of the
Preferred Securities, and (ii) with respect to Securities not represented by one
or more Global Certificates, the Purchase Contract Agent shall pay such amount
to the Holders of such Securities by check mailed to the address of each Holder
appearing on the Security Register of the Trust on the Tax Event Redemption
Date. If a Tax Event Redemption occurs after the Purchase Contract Settlement
Date, the Treasury Portfolio shall not be purchased and the Property Trustee
shall distribute to the Holders of the Securities on the Tax Event Redemption
Date, the Redemption Price payable in liquidation of such Holders' interests in
the assets of the Trust in accordance with Section 7.04(b) below.

                                       40
<PAGE>

     Section 7.04.  Redemption Procedures.

     (a) Notice of any redemption of, or notice of distribution of Subordinated
Deferrable Notes in exchange for, the Securities (a "Redemption/Distribution
Notice"), which notice shall be irrevocable, shall be given by the Trust by mail
to each Holder of Securities to be redeemed or exchanged at least 30 but no more
than 60 days before the date fixed for redemption or exchange thereof which, in
the case of a redemption, shall be the date fixed for redemption of the
Subordinated Deferrable Notes. For purposes of the calculation of the date of
redemption or exchange and the dates on which notices are given pursuant to this
Section 7.04(a), a Redemption/Distribution Notice shall be deemed to be given on
the day such notice is first mailed by first-class mail, postage prepaid, to the
Holders of the Securities. Each Redemption/Distribution Notice shall be
addressed to the Holders of the Securities at the address of each such Holder
appearing in the register of the Trust. All notices of redemption shall state:

          (i)  the date fixed for redemption;

          (ii)  the Redemption Price;

          (iii)  the applicable CUSIP number;

          (iv) that on the date fixed for redemption the Redemption Price will
     become due and payable upon each Security to be redeemed and that
     Distributions thereon will cease to accrue on and after said date; and

          (v) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price.

No defect in the Redemption/Distribution Notice or in the mailing of either
thereof with respect to any Holder shall affect the validity of the redemption
or exchange proceedings with respect to any other Holder.

     (b) Subject to the Trust's fulfillment of the notice requirements set forth
in Section 7.04(a), if Securities are to be redeemed, other than in connection
with a Tax Event Redemption which occurs prior to the Purchase Contract
Settlement Date, which shall occur in accordance with Section 7.03(b) above,
then (provided that the Subordinated Deferrable Notes Issuer has paid the
Property Trustee a sufficient amount of cash in connection with the related
redemption or maturity of the Subordinated Deferrable Notes) (i) with respect to
the Preferred Securities represented by one or more Global Certificates, by
12:00 noon, New York City time, on the redemption date, the Property Trustee
will deposit irrevocably with the Depositary or its nominee funds sufficient to
pay the applicable Redemption Price, and the Property Trustee shall give the
Depositary irrevocable instructions and authority to pay the Redemption Price to
the Beneficial Owners of the Preferred Securities, and (ii) with respect to
Securities not represented by one or more Global Certificates, the Property
Trustee shall pay the applicable Redemption Price to the Holders of such
Securities by check mailed to the address of each Holder appearing on the
register of the Trust on the redemption date. If any date fixed for redemption
of Securities is not a Business Day, then payment of the Redemption Price
payable on such date shall be made on the next Business Day (without any
interest thereon), except that if such Business Day falls in the next calendar
year, such payment shall be made on the preceding Business Day, in each case

                                       41
<PAGE>

with the same force and effect as if made on such date fixed for redemption.
Notwithstanding the foregoing, so long as the Holder of any Preferred Securities
is the Collateral Agent or the Purchase Contract Agent, the payment of the
Redemption Price in respect of the Preferred Securities held by the Collateral
Agent or the Purchase Contract Agent shall be made no later than 12:00 noon, New
York City time, on the redemption date by check or wire transfer in immediately
available funds at such place and to such account as may be designated by the
Collateral Agent or the Purchase Contract Agent. If payment of the Redemption
Price in respect of any Securities is improperly withheld or refused and not
paid either by the Trust or by the Sponsor as guarantor pursuant to the
Guarantee, then Distributions on such Securities shall continue to accumulate at
the then applicable rate, from the original redemption date to the actual date
of payment, in which case the actual payment date shall be the date fixed for
redemption for purposes of calculating the Redemption Price. For these purposes,
the applicable Redemption Price shall not include Distributions that are being
paid to Holders of Securities who were not Holders of Securities on a relevant
record date. If a Redemption/Distribution Notice has been given and funds have
been deposited or paid as required, then immediately prior to the close of
business on the date of such deposit or payment, Distributions will cease to
accumulate on the Securities called for redemption, and all rights of Holders of
such Securities so called for redemption shall cease, except the right of the
Holders of such Securities to receive the Redemption Price, but without interest
on such Redemption Price, and from and after the date fixed for redemption, such
Securities will cease to be outstanding.

     Neither the Regular Trustees nor the Trust shall be required to register or
cause to be registered the transfer of any Securities that have been called for
redemption, except for the unredeemed portion of any Securities being redeemed
in part.

     (c) Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), the Subordinated Deferrable
Notes Issuer or its Affiliates may purchase, at any time and from time to time,
outstanding Preferred Securities by tender, in the open market, by private
agreement or otherwise.

     Section 7.05.  Voting Rights of the Preferred Securities.

     (a) Except as provided under this Section 7.05 and Section 11.01 and as
otherwise required by the Business Trust Act, the Trust Indenture Act and other
applicable law, the Holders of the Preferred Securities shall have no voting
rights.

     (b) Subject to the requirement of the Property Trustee obtaining a tax
opinion in certain circumstances set forth in Section 7.05(d), the Holders of a
Majority in Liquidation Amount of the Preferred Securities, voting separately as
a class, shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Property Trustee, or to direct
the exercise of any trust or power conferred upon the Property Trustee under
this Declaration, including the right to direct the Property Trustee, as Holder
of the Subordinated Deferrable Notes, to (i) exercise the remedies available to
it under the Indenture, (ii) consent to any amendment or modification of the
Indenture or the Subordinated Deferrable Notes where such consent is required or
(iii) waive any past default and its consequences that are waivable under the
Indenture; provided that if an Indenture Event of Default has occurred and is
continuing, then the Holders of 25% of the aggregate stated liquidation amount
of the Preferred

                                       42
<PAGE>

Securities may direct the Property Trustee to declare the principal of and
interest on the Subordinated Deferrable Notes due and payable; provided further
that where a consent or action under the Indenture would require the consent or
act of the Holders of more than a majority of the aggregate principal amount of
Subordinated Deferrable Notes affected thereby, the Property Trustee only may
give such consent or take such action at the direction of the Holders of at
least the same proportion in aggregate stated liquidation amount of the
Preferred Securities; and provided further, however, that (subject to the
provisions of Section 3.09) the Property Trustee shall have the right to decline
to follow any such direction if the Property Trustee, being advised by counsel,
determines that the action or proceeding so directed may not lawfully be taken
or if the Property Trustee, in good faith, by its board of directors or
trustees, executive committee, or a trust committee of directors or trustees,
and/or Responsible Officers, shall determine that the action or proceeding so
directed would involve the Property Trustee in personal liability.

     (c) If the Property Trustee fails to enforce its rights under the
Subordinated Deferrable Notes after a Holder of Preferred Securities has made a
written request, such Holder of Preferred Securities may institute, to the
fullest extent permitted by law, a legal proceeding directly against the
Subordinated Deferrable Notes Issuer to enforce the Property Trustee's rights
under the Indenture without first instituting any legal proceeding against the
Property Trustee or any other Person. In addition, if a Trust Enforcement Event
has occurred and is continuing and such event is attributable to the failure of
the Subordinated Deferrable Notes Issuer to make any interest, principal or
other required payments when due under the Indenture, then a Holder of Preferred
Securities may institute a Direct Action against the Subordinated Deferrable
Notes Issuer on or after the respective due date specified in the Subordinated
Deferrable Notes. In connection with such Direct Action, the Subordinated
Deferrable Notes Issuer will be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Subordinated
Deferrable Notes Issuer to such Holders of Preferred Securities in such Direct
Action.

     (d) The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of any Indenture Event of Default received from the
Subordinated Deferrable Notes Issuer with respect to the Subordinated Deferrable
Notes. Such notice shall state that such Indenture Event of Default also
constitutes a Trust Enforcement Event. Except with respect to directing the
time, method, and place of conducting a proceeding for a remedy, the Property
Trustee shall be under no obligation to take any of the actions described in
clauses (i) and (ii) of Section 7.05(b) above, unless the Property Trustee has
received an opinion of independent tax counsel to the effect that the Trust will
not fail to be classified as a grantor trust for United States federal income
tax purposes as a result of such action, and that each Holder of Preferred
Securities shall be treated as owning an undivided beneficial interest in the
Subordinated Deferrable Notes.

     (e) If the consent of the Property Trustee, as the Holder of the
Subordinated Deferrable Notes, is required under the Indenture with respect to
any amendment or modification of the Indenture, the Property Trustee shall
request the direction of the Holders of the Securities with respect to such
amendment or modification and shall vote with respect to such amendment or
modification as directed by a Majority in Liquidation Amount of the Securities
voting together as a single class; provided that where a consent under the
Indenture would require the consent of the Holders of more than a majority of
the aggregate principal amount of the Subordinated Deferrable Notes, the
Property Trustee only may give such consent at the direction of the Holders of
at least the same proportion in aggregate stated liquidation amount of the
Securities.

                                       43
<PAGE>

The Property Trustee shall not take any such action in accordance with the
directions of the Holders of the Securities unless the Property Trustee has
obtained an opinion of independent tax counsel to the effect that the Trust will
not be classified as other than a grantor trust for United States federal income
tax purposes as a result of such action, and that each Holder will be treated as
owning an undivided beneficial interest in the Subordinated Deferrable Notes.

     (f) No vote or consent of the Holders of the Preferred Securities shall be
required for the Trust to redeem and cancel the Preferred Securities or
distribute the Subordinated Deferrable Notes in accordance with this Declaration
and the terms of the Securities.

     (g) Notwithstanding that the Holders of the Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Preferred Securities that are owned at such time by the Subordinated
Deferrable Notes Issuer, the Trustees or any entity directly or indirectly
controlled by, or under direct or indirect common control with, the Subordinated
Deferrable Notes Issuer or any Trustee shall not be entitled to vote or consent
and shall be treated, for purposes of such vote or consent, as if such Preferred
Securities were not outstanding.

     (h) Except as provided under Section 7.05(i), the Holders of the Preferred
Securities shall have no rights to appoint or remove the Trustees, who, subject
to Section 6.06, may be appointed, removed or replaced by the Holders of the
Common Securities.

     (i) If an Indenture Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed and replaced, subject
to Section 6.06(b), at such time by a Majority in Liquidation Amount of the
Preferred Securities.

     (j) The Holders of a Majority in Liquidation Amount of the Preferred
Securities may waive, by vote or written consent, on behalf of the Holders of
all of the Preferred Securities, any past Trust Enforcement Event in respect of
the Preferred Securities and its consequences, provided that if the underlying
Indenture Event of Default:

          (i) is not waivable under the Indenture, then the Trust Enforcement
     Event under this Declaration also shall not be waivable; and

          (ii) requires the vote or consent of the holders of greater than a
     majority in principal amount of the Subordinated Deferrable Notes (a
     "Supermajority") to be waived under the Indenture, the related Trust
     Enforcement Event under this Declaration only may be waived by the vote or
     written consent of the Holders of at least the same Supermajority in
     aggregate stated liquidation amount of the Preferred Securities
     outstanding.

Upon such waiver, any such Trust Enforcement Event in respect of the Preferred
Securities shall be deemed to have been cured for every purpose of this
Declaration and the Preferred Securities, but no such waiver shall extend to any
subsequent or other Trust Enforcement Event with respect to the Preferred
Securities or impair any right consequent thereon.  A waiver of an Indenture
Event of Default under the Indenture by the Property Trustee at the direction of
the Holders of the Preferred Securities shall also constitute a waiver of the
corresponding Trust Enforcement Event under this Declaration.  Any waiver by the
Holders of the Preferred Securities of a Trust

                                       44
<PAGE>

Enforcement Event with respect to the Preferred Securities also shall be deemed
to constitute a waiver by the Holders of the Common Securities of any such Trust
Enforcement 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.

     (k) The Holders of the Common Securities may waive, by vote or written
consent, any past Trust Enforcement Event in respect of the Common Securities
and its consequences, provided that if the underlying Indenture Event of Default
is not waivable under the Indenture, then, except where the Holders of the
Common Securities have been deemed to have waived such Trust Enforcement as
provided below in this Section 7.05(k), the related Trust Enforcement Event
under this Declaration also shall not be waivable. The Holders of the Common
Securities shall be deemed to have waived any and all Trust Enforcement Events
in respect of the Common Securities and the consequences thereof until all Trust
Enforcement Events in respect of the Preferred Securities have been cured,
waived or otherwise eliminated. Until all Trust Enforcement Events in respect of
the Preferred Securities have been so cured, waived or otherwise eliminated, the
Property Trustee shall be deemed to be acting solely on behalf of the Holders of
the Preferred Securities, and only the Holders of the Preferred Securities shall
have the right to direct the Property Trustee. Subject to the foregoing
provisions of this Section 7.05(k), upon such cure, waiver or other elimination,
any Trust Enforcement Event in respect of the Common Securities shall be deemed
to have been cured for every purpose of this Declaration and the Common
Securities, but no such waiver shall extend to any subsequent or other Trust
Enforcement Event with respect to the Common Securities or impair any right
consequent thereon.

     (l) The foregoing provisions of this Section 7.05(j), (k) and (l) shall be
in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act,
and 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.

     Section 7.06.  Voting Rights of the Common Securities.

     (a) Except as provided under Section 6.01(b), this Section 7.06 and Section
11.01 and as otherwise required by the Business Trust Act, the Trust Indenture
Act or other applicable law or provided by this Declaration, the Holders of the
Common Securities shall have no voting rights.

     (b) Subject to Section 7.05(i), the Holders of the Common Securities shall
be entitled to vote to appoint, remove or replace any Trustee or to increase or
decrease the number of Trustees in accordance with Article 6.

     (c) Subject to Section 7.05 and only after all Trust Enforcement Events
with respect to the Preferred Securities have been cured, waived, or otherwise
eliminated and subject to the requirement of the Property Trustee obtaining a
tax opinion in certain circumstances set forth in this paragraph (c), the
Holders of the Common Securities shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Property
Trustee, or to direct the exercise of any trust or power conferred upon the
Property Trustee under this Declaration, including the right to direct the
Property Trustee, as Holder of the Subordinated

                                       45
<PAGE>

Deferrable Notes, to (i) exercise the remedies available to it under the
Indenture, (ii) consent to any amendment or modification of the Indenture or the
Subordinated Deferrable Notes where such consent is required or (iii) waive any
past default and its consequences that are waivable under the Indenture;
provided that where a consent or action under the Indenture would require the
consent or act of the Holders of more than a majority of the aggregate principal
amount of Subordinated Deferrable Notes affected thereby, only the Holders of at
least the same proportion of the aggregate stated liquidation amount of the
Common Securities may direct the Property Trustee to give such consent or take
such action. Except with respect to directing the time, method, and place of
conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clauses (i) and (ii) above
unless the Property Trustee has obtained an opinion of independent tax counsel
to the effect that, as a result of such action, for United States federal income
tax purposes the Trust will not fail to be classified as a grantor trust and
each Holder will be treated as owning an undivided beneficial interest in the
Subordinated Deferrable Notes.

     (d) If the Property Trustee fails to enforce its rights under the
Subordinated Deferrable Notes after the Holders of the Common Securities have
made a written request, the Holders of the Common Securities may institute, to
the fullest extent permitted by law, a legal proceeding directly against the
Subordinated Deferrable Notes Issuer to enforce the Property Trustee's rights
under the Subordinated Deferrable Notes without first instituting any legal
proceeding against the Property Trustee or any other Person.

     (e) A waiver of an Indenture Event of Default with respect to the
Subordinated Deferrable Notes shall constitute a waiver of the corresponding
Trust Enforcement Event.

     (f) Any required approval or direction of the Holders of the Common
Securities may be given at a separate meeting of the Holders of the Common
Securities convened for such purpose, at a meeting of all of the Holders of the
Securities or pursuant to written consent without prior notice. The Regular
Trustees shall cause a notice of any meeting at which the Holders of the Common
Securities are entitled to vote to be mailed to the Holders of the Common
Securities. Such notice shall include a statement setting forth: (i) the date of
such meeting; (ii) a description of any resolution proposed for adoption at such
meeting on which the Holders of the Common Securities are entitled to vote; and
(iii) instructions for the delivery of proxies.

     (g) No vote or consent of the Holders of the Common Securities shall be
required for the Trust to redeem and cancel the Common Securities or to
distribute Subordinated Deferrable Notes in accordance with this Declaration and
the terms of the Securities.

     Section 7.07.  Paying Agent.

     The Trust shall maintain in the Borough of Manhattan, New York City, State
of New York, an office or agency where the Preferred Securities may be presented
for payment.  The Regular Trustees shall appoint such paying agent (which shall
be a bank or trust company acceptable to the Subordinated Deferrable Notes
Issuer and shall comply with Section 317(b) of the Trust Indenture Act) and may
appoint one or more additional paying agents in such other locations as they
shall determine.  The term "Paying Agent" includes any additional paying

                                       46
<PAGE>

agent. The Regular Trustees may change any Paying Agent without prior notice to
the Holders of the Securities. The Regular Trustees shall notify the Property
Trustee of the name and address of any Paying Agent not a party to this
Declaration. If the Regular Trustees, on behalf of the Trust, fail to appoint or
maintain another entity as Paying Agent, the Property Trustee shall act as such.
The Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
written notice to the Property Trustee and the Subordinated Deferrable Notes
Issuer.

     Section 7.08.  Listing.

     The Sponsor shall use its best efforts to cause the MEDS Units to be listed
and maintained as listed for quotation on the New York Stock Exchange.

     Section 7.09.  Transfer of the Securities.

     (a) The Preferred Securities initially shall be pledged, pursuant to the
terms of the Pledge Agreement, as collateral to secure the obligations of the
Holders of MEDS Units to purchase common shares of the Sponsor in accordance
with the terms of the Purchase Contract Agreement.

          (i) The Preferred Securities may be transferred, in whole or in part,
     only in accordance with the terms and conditions set forth in this
     Declaration and pursuant to the Pledge Agreement. To the fullest extent
     permitted by law, any transfer or purported transfer of any Preferred
     Security not made in accordance with this Declaration shall be null and
     void.

          (ii) Subject to this Section 7.09 and Section 7.12, the Preferred
     Securities shall be freely transferable.

          (iii) The Trust shall cause to be kept at the Corporate Trust Office a
     register in which, subject to such reasonable regulations as it may
     prescribe, the Trust shall provide for the registration of Preferred
     Securities and of transfers of Preferred Securities. The Property Trustee
     is hereby appointed "Security Registrar" for the purpose of registering
     Preferred Securities and transfers of Preferred Securities as herein
     provided.

          (iv) Upon surrender for registration of transfer of any Preferred
     Securities at an office or agency of the Trust designated for such purpose,
     a Regular Trustee shall execute, and the Property Trustee shall
     authenticate and deliver, in the name of the designated transferee or
     transferees, one or more new Preferred Securities of any authorized
     denominations and of a like aggregate principal amount.

          (v) At the option of the Holder, Preferred Securities may be exchanged
     for other Preferred Securities of any authorized denominations and of a
     like aggregate principal amount, upon surrender of the Preferred Securities
     to be exchanged at such office or agency. Whenever any Preferred Securities
     are so surrendered for exchange, a Regular Trustee shall execute, and the
     Property Trustee shall authenticate and deliver, the Preferred Securities
     that the Holder making the exchange is entitled to receive.

                                       47
<PAGE>

          (vi) If so required by the Trust or the Property Trustee, every
     Preferred Security presented or surrendered for registration of transfer or
     for exchange shall be duly endorsed, or accompanied by a duly executed
     written instrument of transfer in form satisfactory to the Trust and the
     Security Registrar, by the Holder thereof or his attorney duly authorized
     in writing.

          (vii) No service charge shall be made for any registration of transfer
     or exchange of Preferred Securities, but the Trust may require payment of a
     sum sufficient to cover any tax or other governmental charge that may be
     imposed in connection with any registration of transfer or exchange of
     Preferred Securities.

     (b) The Subordinated Deferrable Notes Issuer may not transfer the Common
Securities except in connection with the transactions permitted under Section
10.01 of the Indenture; provided that each Holder of the Common Securities shall
at all times be a United States Person. To the fullest extent permitted by law,
any attempted transfer of the Common Securities other than as set forth in this
Section 7.09(b) shall be null and void.

     Section 7.10.  Mutilated, Destroyed, Lost or Stolen Certificates.

     If:

     (a) any mutilated Certificates are surrendered to the Regular Trustees, or
if the Regular Trustees receive evidence to their satisfaction of the
destruction, loss or theft of any 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 and the Property
Trustee harmless, then, in the absence of notice that such Certificate has been
acquired by a protected purchaser, any Regular Trustee shall execute and the
Property Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like denomination. In connection with the issuance of any new Certificate under
this Section 7.10, 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 Certificate issued pursuant to this Section
7.10 shall constitute conclusive evidence of an ownership interest in the
relevant Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate is found at any time.

     Section 7.11.  Deemed Holders.

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


                                       48
<PAGE>
     Section 7.12.  Global Certificates.

     Global Certificates shall bear a legend substantially to the following
effect:

          "This Preferred Security is registered in the name of The Depository
          Trust Company, a New York corporation (the "Depositary"), or a nominee
          of the Depositary.  This Preferred Security is exchangeable for
          Preferred Securities registered in the name of a person other than the
          Depositary or its nominee only in the limited circumstances described
          in the Declaration, and no transfer of this Preferred Security (other
          than a transfer of this Preferred Security as a whole by the
          Depositary to a nominee of the Depositary or by a nominee of the
          Depositary to the Depositary or another nominee of the Depositary) may
          be reregistered except in limited circumstances.

          Unless this Global Certificate is presented by an authorized
          representative of the Depositary to HFI Trust I or its agent for
          registration of transfer, exchange or payment, and any certificate
          issued is registered in the name of Cede & Co. or such other name as
          requested by an authorized representative of the Depositary (and any
          payment hereon is made to Cede & Co. or to such other entity as is
          requested by an authorized representative of the Depositary), and
          except as otherwise provided in the Amended and Restated Declaration
          of HFI Trust I dated as of _________, 2001, ANY TRANSFER, PLEDGE OR
          OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON (OTHER
          THAN PURSUANT TO THE PLEDGE AGREEMENT) IS WRONGFUL since the
          registered owner hereof, Cede & Co., has an interest herein."

     Preferred Securities not represented by a Global Certificate issued in
exchange for all or a portion of the Preferred Securities represented by a
Global Certificate pursuant to this Section 7.12 shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Property Trustee.  Upon execution and authentication, the Property
Trustee shall deliver any Preferred Securities not represented by a Global
Certificate to the Persons in whose names such definitive Preferred Securities
are so registered.

     At such time as the Preferred Securities represented by a Global
Certificate have been redeemed, repurchased or canceled, such Global Certificate
shall be canceled, upon receipt thereof, by the Property Trustee in accordance
with standing procedures of the Depositary.  At any time prior to such
cancellation, if any Preferred Securities represented by a Global Certificate
are exchanged for Preferred Securities not represented by a Global Certificate,
redeemed, canceled or transferred to a transferee who receives Preferred
Securities not represented by a Global Certificate, or if any Preferred Security
not represented by a Global Certificate is exchanged or transferred for a
Preferred Security represented by a Global Certificate, then, in accordance with
the standing procedures of the Depositary, the liquidation amount of the
Preferred Securities represented by the Global Certificate shall be reduced

                                       49
<PAGE>

or increased, as the case may be, and an endorsement shall be made on such
Global Certificate by the Property Trustee to reflect such reduction or
increase.

     If at any time the Depositary notifies the Trust that it is unwilling,
unable or ineligible to continue as Depositary for the Preferred Securities, the
Regular Trustees shall appoint a successor Depositary with respect to the
Preferred Securities.  If a successor Depositary is not appointed within 90 days
after the Trust receives such notice or becomes aware of such ineligibility, the
Trust's election that the Preferred Securities be represented by one or more
Global Certificates shall no longer be effective, and a Regular Trustee shall
execute, and the Property Trustee will authenticate and deliver, Preferred
Securities in definitive registered form, in any authorized denominations, in an
aggregate stated liquidation amount equal to the aggregate stated liquidation
amount of the Preferred Securities represented by the Global Certificates in
exchange for such Global Certificates.

     A Regular Trustee on behalf of the Trust at any time and in its sole
discretion may determine that the Preferred Securities issued in the form of one
or more Global Certificates shall no longer be represented by Global
Certificates.  In such event a Regular Trustee on behalf of the Trust shall
execute, and the Property Trustee shall authenticate and deliver, Preferred
Securities in definitive registered form, in any authorized denominations, in an
aggregate stated liquidation amount equal to the aggregate stated liquidation
amount of the Preferred Securities represented by the Global Certificates, in
exchange for such Global Certificates.

     Notwithstanding any other provisions of this Declaration (other than the
provisions set forth in Section 7.09), Preferred Securities represented by
Global Certificates may not be transferred as a whole except 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 or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.

     Section 7.13.  Remarketing.

     (a) So long as the Preferred Securities and the MEDS Units are evidenced by
one or more global certificates held by the Depositary, the Subordinated
Deferrable Notes Issuer shall request, not later than 15 nor more than 30
calendar days prior to the Remarketing Date, that the Depositary notify the
Holders of the Preferred Securities and the holders of MEDS Units of the
Remarketing and of the procedures that must be followed if a Holder of MEDS
Units wishes to make a Cash Settlement.

     (b) Not later than 5:00 p.m., New York City time, on the seventh Business
Day preceding _________, 2004, each Holder of Preferred Securities may elect to
have the Preferred Securities held by such Holder remarketed in the Remarketing.
Under Section 5.02 of the Purchase Contract Agreement, holders of MEDS Units
that do not give notice of their intention to make a Cash Settlement of the
Purchase Contract component of their MEDS Units prior to such time in the manner
specified in such Section, or have given such notice but fail to deliver cash
prior to 11:00 a.m., New York City time, on or prior to the fifth Business Day
preceding _________, 2004, shall be deemed to have consented to the disposition
of the Preferred Securities comprising a component of their MEDS Units in the
Remarketing. Holders of the Preferred Securities that are not a component of
MEDS Units wishing to elect to have their

                                       50
<PAGE>

Preferred Securities remarketed shall give to the Property Trustee notice of
their election prior to 11:00 a.m., New York City time on the fifth Business Day
prior to _________, 2004. Any such notice shall be irrevocable and may not be
conditioned upon the level at which the Reset Rate is established in the
Remarketing. Promptly after 11:00 a.m., New York City time, on such fifth
Business Day, the Property Trustee, based on the notices received by it prior to
such time (including notices from the Purchase Contract Agent as to Purchase
Contracts for which Cash Settlement has been elected and cash received), shall
notify the Trust, the Sponsor and the Remarketing Agent of the number of
Preferred Securities to be tendered for purchase in the Remarketing.

     (c) If any Holder of MEDS Units does not give a notice of its intention to
make a Cash Settlement or gives such notice but fails to deliver cash as
described in Section 7.13(b), or gives a notice of election to have Preferred
Securities that are not a component of MEDS Units remarketed, then the Preferred
Securities of such Holder shall be deemed tendered for purchase in the
Remarketing, notwithstanding any failure by such Holder to deliver or properly
deliver such Preferred Securities to the Remarketing Agent for purchase.

     (d) The right of each Holder to have Preferred Securities tendered for
purchase shall be limited to the extent that (i) the Remarketing Agent conducts
a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) the
Remarketing Agent is able to find a purchaser or purchasers for the tendered
Preferred Securities and (iii) such purchaser or purchasers deliver the purchase
price therefor to the Remarketing Agent.

     (e) On the Remarketing Date, pursuant to the Remarketing Agreement, the
Remarketing Agent shall use reasonable efforts to remarket, at a price equal to
100.25% of the aggregate stated liquidation amount thereof, the Preferred
Securities tendered or deemed tendered for purchase.

     (f) If, as a result of the efforts described in Section 7.13(e), the
Remarketing Agent has determined that it will not be able to remarket all of the
Preferred Securities tendered or deemed tendered for purchase at a price of
100.25% of the aggregate stated liquidation amount of such Preferred Securities,
the Remarketing Agent shall determine the Reset Rate, which shall be the rate
per annum (rounded to the nearest one-thousandth (0.001) of one percent per
annum), sufficient to cause the then current aggregate market value of the
Preferred Securities to be equal to 100.25% of the aggregate stated liquidation
amount of such Preferred Securities, which rate shall be the lowest rate per
annum that in the sole reasonable discretion of the Remarketing Agent will
enable it to remarket all of the Preferred Securities tendered or deemed
tendered for Remarketing at a price of 100.25% of the aggregate stated
liquidation amount of such Preferred Securities.

     (g) If none of the Holders of the Preferred Securities or the holders of
the MEDS Units elect to have Preferred Securities remarketed in the Remarketing,
the Reset Rate shall be the rate determined by the Remarketing Agent, in its
sole reasonable discretion, as the rate that would have been established had a
Remarketing been held on the Remarketing Date.

     (h) If, by 4:00 p.m., New York City time, on the Remarketing Date, the
Remarketing Agent is unable to remarket all of the Preferred Securities tendered
or deemed tendered for

                                       51
<PAGE>

purchase, a failed Remarketing ("Failed Remarketing") shall be deemed to have
occurred and the Remarketing Agent shall so advise by telephone the Depositary,
the Property Trustee, the Indenture Trustee, the Trust and the Sponsor. In the
event of a Failed Remarketing, the Reset Rate shall equal the Two-Year Benchmark
Treasury Rate plus the Applicable Spread; provided, however, that if the Two-
Year Benchmark Treasury Rate is not displayed in the Telerate system, the Reset
Rate shall be calculated by the Remarketing Agent as the yield to maturity of
the Preferred Securities, expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis, and computed by
taking the arithmetic mean of the secondary market bid rates, as of 10:30 a.m.,
New York City time, on the third Business Day prior to the Purchase Contract
Settlement Date of three leading United States government securities dealers
selected by the Remarketing Agent (after consultation with the Sponsor), which
may include the Remarketing Agent or an Affiliate thereof. Whether or not there
has been a Failed Remarketing will be determined in the sole reasonable
discretion of the Remarketing Agent.

     (i) By approximately 4:30 p.m., New York City time, on the Remarketing Date
provided that there has not been a Failed Remarketing, the Remarketing Agent
shall advise, by telephone (i) the Depositary, the Property Trustee, the Trust
and the Sponsor of the Reset Rate determined in the Remarketing and the number
of Preferred Securities sold in the Remarketing, (ii) each purchaser (or the
Depositary Participant thereof) purchasing Preferred Securities sold in the
Remarketing of the Reset Rate and the number of Preferred Securities such
purchaser is to purchase and (iii) each purchaser to give instructions to its
Depositary Participant to pay the purchase price on the Purchase Contract
Settlement Date in same day funds against delivery of the Preferred Securities
purchased through the facilities of the Depositary.

     (j) In accordance with the Depositary's normal procedures, on the
Remarketing Settlement Date, the transactions described above with respect to
each Preferred Security tendered for purchase and sold in the Remarketing shall
be executed through the Depositary, and the accounts of the respective
Depositary Participants shall be debited and credited and such Preferred
Securities delivered by book-entry as necessary to effect purchases and sales of
such Preferred Securities. The Depositary shall make payment in accordance with
its normal procedures.

     (k) If any Holder of the Preferred Securities selling Preferred Securities
in the Remarketing fails to deliver such Preferred Securities, the Depositary
Participant of such selling Holder and of any other Person that was to have
purchased Preferred Securities in the Remarketing may deliver to any such other
Person a number of Preferred Securities that is less than the number of
Preferred Securities that otherwise was to be purchased by such Person. In such
event, the number of Preferred Securities to be so delivered shall be determined
by such Depositary Participant, and delivery of such lesser number of Preferred
Securities shall constitute good delivery.

     (l) The Remarketing Agent shall not have any obligation whatsoever to
purchase any Preferred Securities, whether in the Remarketing or otherwise, and
shall in no way be obligated to provide funds to make payment upon tender of
Preferred Securities for Remarketing or to otherwise expend or risk its own
funds or incur or to be exposed to financial liability in the performance of its
duties under this Agreement, and without limitation of the foregoing, the

                                       52
<PAGE>

Remarketing Agent shall not be deemed an underwriter of the Preferred
Securities. None of the Trust, any Trustee, the Sponsor or the Remarketing Agent
shall be obligated in any case to provide funds to make payment upon tender of
the Preferred Securities for Remarketing.

     (m) Under the Remarketing Agreement, the Sponsor, in its capacity as
Subordinated Deferrable Notes Issuer, shall be liable for, and shall pay, any
and all costs and expenses incurred in connection with the Remarketing, and the
Trust shall not have any liabilities for such costs and expenses; provided,
however, that for the performance of its services, the Remarketing Agent will
retain from the proceeds of the Remarketing an amount equal to 0.25% of the
aggregate stated liquidation amount of all remarketed Preferred Securities.

     (n) The tender and settlement procedures set in this Section 7.13,
including provisions for payment by purchasers of the Preferred Securities in
the Remarketing, shall be subject to modification to the extent required by the
Depositary or if the book-entry system is no longer available for the Preferred
Securities at the time of the Remarketing, to facilitate the tendering and
remarketing of the Preferred Securities in certificated form. In addition, the
Remarketing Agent may modify the settlement procedures set forth herein in order
to facilitate the settlement process.

                                   ARTICLE 8
                    Dissolution And Termination Of The Trust

     Section 8.01.  Dissolution and Termination of the Trust.

     (a)  The Trust shall dissolve upon the earliest of:

          (i) the bankruptcy or liquidation of the Subordinated Deferrable Notes
     Issuer;

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

          (iii) the entry of a decree of judicial dissolution of the Sponsor or
     the Trust;

          (iv) the time when all of the Securities shall have been called for
     redemption at maturity or upon the occurrence of a Tax Event and the
     amounts then due shall have been paid to the Holders of the Securities;

          (v) the direction by the Property Trustee, following the occurrence
     and continuation of a Tax Event pursuant to which the Trust is to be
     dissolved and all of the Subordinated Deferrable Notes distributed to the
     Holders of the Securities in exchange for all of the Securities;

          (vi) at the Sponsor's sole discretion, by notice and direction to the
     Property Trustee to distribute the Subordinated Deferrable Notes to the
     Holders of the Securities in exchange for all of the Securities; provided
     that the Sponsor will be required to obtain an opinion of counsel that the
     distribution of the Subordinated Deferrable Notes will not be

                                       53
<PAGE>

     taxable to the holders of the Preferred Securities for United States
     federal income tax purposes; and

         (vii) the time when all of the Regular Trustees and the Sponsor have
     consented to dissolution of the Trust, provided such action is taken before
     the issuance of any Securities.

     (b) As soon as is practicable after the occurrence of an event referred to
in Section Section 8.01(a) and upon completion of the winding up and liquidation
of the Trust in accordance with Section 3808(e) of the Business Trust Act, the
Regular Trustees shall terminate the Trust by executing and filing a certificate
of cancellation with the Secretary of State of the State of Delaware in
accordance with Section 3810 of the Business Trust Act.

     (c) The provisions of Article 9 shall survive the termination of the Trust.

     Section 8.02.  Liquidation Distribution upon Dissolution of the Trust.

     (a) In the event of any voluntary or involuntary liquidation, dissolution,
or winding-up of the Trust based on the occurrence of an event specified in
Section 8.01(a) (other than clause (iv)) (each a "Liquidation"), the Holders of
the Securities on the date of the Liquidation shall be entitled to receive on a
Pro Rata basis, after satisfaction of the Trust's liabilities to creditors in
accordance with Section 3808(e) of the Business Trust Act, Subordinated
Deferrable Notes in an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the distribution rate
of, and accrued and unpaid interest equal to accumulated and unpaid
Distributions on, such Securities in exchange for such Securities; provided if
the Liquidation occurs prior to the Purchase Contract Settlement Date, the
Subordinated Deferrable Notes receivable by the Holders shall be transferred to
the Collateral Agent.

     (b) Notice of Liquidation shall be given by the Property Trustee by first-
class mail, postage prepaid, mailed not later than 30 nor more than 60 days
prior to the date of the Liquidation to each Holder of Securities at such
Holder's address appearing in the Securities register. All notices of
Liquidation shall:

          (i)  state the date of the Liquidation;

          (ii) state that from and after the date of the Liquidation, the
     Securities will no longer be deemed to be outstanding and any Certificates
     not surrendered for exchange will be deemed to represent the Subordinated
     Deferrable Notes in a principal amount equal to the stated liquidation
     amount of the Securities, bearing accrued and unpaid interest in an amount
     equal to the accumulated and unpaid Distribution on the Securities; and

          (iii) provide such information with respect to the mechanics by which
     Holders may exchange Certificates for Subordinated Deferrable Notes, or, if
     Section 8.02(d) applies, receive a distribution, as the Property Trustee
     shall deem appropriate.

     (c) Except where Section 8.01(a)(iv) or Section 8.02(d) applies, in order
to effect the liquidation of the Trust and distribution of the Subordinated
Deferrable Notes to Holders, the

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<PAGE>

Property Trustee shall establish a record date for such distribution (which
shall be not more than 45 days prior to the date of the Liquidation) and, either
itself acting as exchange agent or through the appointment of a separate
exchange agent, shall establish such procedures as it shall deem appropriate to
effect the distribution of Subordinated Deferrable Notes in exchange for the
outstanding Certificates.

     (d) In the event that, notwithstanding the other provisions of this Section
8.02, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Subordinated Deferrable
Notes in the manner provided herein is determined by the Property Trustee not to
be practical, the property of the Trust shall be liquidated, and the Trust shall
be wound-up and terminated, by the Property Trustee in such manner as the
Property Trustee reasonably determines. In such event, on the date of the
winding-up and termination of the Trust, the Holders of the Securities on the
date of the Liquidation shall be entitled to receive, out of the assets of the
Trust available for distribution to the Holders of the Securities after
satisfaction of the Trust's liabilities to creditors in accordance with Section
3808(e) of the Business Trust Act, if any, cash or other immediately available
funds in an amount equal to the aggregate of the stated liquidation amount of
$25 per Security plus accumulated and unpaid Distributions thereon to the date
of payment (such amount being the "Liquidation Distribution"); provided that if
the Liquidation occurs prior to the Purchase Contract Settlement Date, the
Liquidation Distribution shall equal the Redemption Amount attributable to an
aggregate principal amount of Subordinated Deferrable Notes equal to the
aggregate stated liquidation amount of the Securities plus any accumulated and
unpaid Distributions , and such Liquidation Amount will be distributed to the
Collateral Agent, which in turn will apply an amount equal to the Redemption
Amount of such Liquidation Distribution to purchase the Treasury Portfolio on
behalf of the Holders of the Securities and remit the remaining portion, if any,
of such Liquidation Distribution to the Purchase Contract Agent for payment to
the Holders. If, upon any such Liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay the
aggregate Liquidation Distribution in full, then the amounts payable directly by
the Trust on the Securities shall be paid on a Pro Rata basis. The Holders of
the Common Securities shall be entitled to receive the Liquidation Distribution
Pro Rata with the Holders of the Preferred Securities, except that if a Trust
Enforcement Event has occurred and is continuing, then the Preferred Securities
shall have a preference over the Common Securities with regard to the
Liquidation Distribution.

     (e) After the date fixed for any distribution of Subordinated Deferrable
Notes upon dissolution of the Trust, (i) the Securities no longer shall be
deemed to be outstanding and (ii) the Certificates shall be deemed to represent
the Subordinated Deferrable Notes in a principal amount equal to the stated
liquidation amount of the Securities, bearing accrued and unpaid interest in an
amount equal to the accumulated and unpaid Distributions on the Securities,
until such Certificates are presented to the Regular Trustees or agent for
transfer or reissuance.


                                       55
<PAGE>
                                   ARTICLE 9
 Limitation Of Liability Of Holders Of The Securities, The Delaware Trustee And
                                     Others

     Section 9.01.  Liability.


     (a) Except as expressly set forth in this Declaration and the Guarantee,
the Sponsor and the Trustees:

          (i) shall not be personally liable for the return of any portion of
     the capital contributions (or any return thereon) of the Holders of the
     Securities that will be made solely from assets of the Trust; and

          (ii) shall not be required to pay to the Trust or to any Holder of the
     Securities any deficit, upon dissolution of the Trust or otherwise.

     (b) Pursuant to Section 3803(a) of the Business Trust Act, the Holder of
the Common Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware; provided that the
Holders 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 such debts and obligations are not satisfied out of the Trust's assets.

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

     Section 9.02.  Exculpation.

     (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or to 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 that
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 gross negligence (or, in
the case of the Property Trustee, negligence) or willful misconduct with respect
to such acts or omissions.

     (b) Each Indemnified Person shall be fully protected in conclusively
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 such Indemnified Person reasonably believes to be 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 the Securities might properly be
paid.

     Section 9.03.  Fiduciary Duty.

     (a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions

                                       56
<PAGE>

of this Declaration, to the extent that they restrict the duties and liabilities
of an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

     (b)  Unless otherwise expressly provided herein:

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

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

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

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

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

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

     Section 9.04.  Indemnification.

     (a) To the fullest extent permitted by applicable law, the Sponsor, in its
capacity as Subordinated Deferrable Notes Issuer, shall indemnify and hold
harmless each Indemnified Person from and against any loss, damage or claim
incurred by such Indemnified Person 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 authority conferred on such Indemnified Person by this Declaration, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of gross
negligence (or, in the case of the Property Trustee, negligence) or willful
misconduct with respect to such acts or omissions.

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<PAGE>

     (b) The provisions of this Section 9.04 shall survive the termination of
this Declaration or the resignation or removal of any Trustee.

     (c) The Sponsor or the Trust may purchase and maintain insurance on behalf
of any Person who is or was an Indemnified Person against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Sponsor would have the
power to indemnify him or her against such liability under the provisions of
this Section 9.04.

     (d) For purposes of this Section 9.04, 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
9.04 with respect to the resulting or surviving entity as he or she would have
had with respect to such constituent entity if its separate existence had
continued.

     (e) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 9.04 shall continue, unless otherwise provided when
authorized or ratified, as to a Person who has ceased to be an Indemnified
Person and shall inure to the benefit of the heirs, executors and administrators
of such a Person.

     Section 9.05.  Outside Businesses.

     Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 6.03(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the activities of the Trust, and the Trust and
the Holders of the 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 activities of
the Trust, shall not be deemed wrongful or improper.  Each Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee shall not 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
Property Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity.  Any Covered Person, the Delaware Trustee and
the Property Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.


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<PAGE>
                                  ARTICLE 10
                                  Accounting

     Section 10.01.  Fiscal Year.

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

     Section 10.02.  Certain Accounting Matters.

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

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

     (c) The Regular Trustees and the Sponsor shall cause to be duly prepared
and delivered to each Holder of Securities an 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 and the
Sponsor shall endeavor to deliver all such statements within 30 days after the
end of each Fiscal Year of the Trust.

     (d) The Regular Trustees and the Sponsor shall cause to be duly prepared
and filed with the appropriate taxing authority an annual United States federal
income tax return, on 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 on behalf of the Trust with any state or local taxing authority.

     Section 10.03.  Banking.

     The Trust shall maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided that all payments of funds in respect of the
Subordinated Deferrable Notes held by the Property Trustee shall be made
directly to the Property Account and no other funds of the Trust shall be
deposited in the Property Account.  The sole signatories for such accounts shall
be designated by the Regular Trustees; provided that the Property Trustee shall
designate the signatories for the Property Account.

     Section 10.04.  Withholding.

     The Trust and the Regular Trustees shall comply with all withholding
requirements under United States federal, state and local law.  The Regular
Trustees shall request, and the Holders of the Securities shall provide to the
Trust, such forms or certificates as are necessary to establish

                                       59
<PAGE>

an exemption from withholding with respect to each Holder of Securities and any
representations and forms as shall reasonably be requested by the Regular
Trustees to assist them in determining the extent of, and in fulfilling, the
Trust's withholding obligations. The Regular Trustees shall file required forms
with applicable jurisdictions and, unless an exemption from withholding is
properly established by a Holder of Securities, shall remit amounts withheld
with respect to such 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 of Securities, the amount
withheld shall be deemed to be a distribution to such Holder in the amount of
the withholding. In the event of any claimed overwithholding, a Holder shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                  ARTICLE 11
                            Amendments And Meetings

     Section 11.01.  Amendments.

     (a) Except as otherwise provided in this Declaration or by any applicable
terms of the Securities, this Declaration may be amended only by a written
instrument approved and executed by the Sponsor and (i) the Regular Trustees
(or, if there are more than two Regular Trustees, a majority of the Regular
Trustees) and (ii) the Property Trustee (if the amendment affects the rights,
powers, duties, obligations or immunities of the Property Trustee) and (iii) by
the Delaware Trustee (if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee).

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

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

          (ii) unless, in the case of any proposed amendment that affects the
     rights, powers, duties, obligations or immunities of the Property Trustee,
     the Property Trustee first has received an opinion of counsel (which may be
     counsel to the Sponsor or the Trust) that such amendment is permitted by,
     and conforms to, the terms of this Declaration (including the terms of the
     Securities); and

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

                         (A) cause the Trust to be classified other than as a
              grantor trust for United States federal income tax purposes;

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<PAGE>

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

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

     (c) At such time after the Trust has issued any Securities that remain
outstanding, (i) any amendment that would (A) adversely affect the powers,
preferences or special rights of the Securities, whether by way of amendment to
this Declaration or otherwise or (B) result in the dissolution, winding-up or
termination of the Trust other than pursuant to the terms of this Declaration
shall not be effective except with the approval of the Holders of at least a 66
2/3% in Liquidation Amount of the Securities; provided that if any amendment or
proposal referred to in clause (A) above would adversely affect only the
Preferred Securities or 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 66 2/3% in
Liquidation Amount of the class of Securities affected thereby; and (ii) any
amendment that would (X) change the amount or timing of any distribution on the
Securities or otherwise adversely affect the amount of any distribution required
to be made in respect of the Securities as of a specified date or (Y) restrict
the right of a Holder to institute suit for the enforcement of such payment on
or after such date shall not be effective except with the approval of each
Holder of Securities affected thereby.

     (d) This Section 11.01 shall not be amended without the consent of all of
the Holders of the Securities.

     (e) Article 4 shall not be amended without the consent of the Holders of
the Common Securities.

     (f) The rights of the Holders of the Common Securities under Articles 6 and
7 to increase or decrease the number of, and appoint and remove, Trustees shall
not be amended without the consent of the Holders of the Common Securities.

     (g) Notwithstanding Section 11.01(c), this Declaration may be amended
without the consent of the Holders of the Securities, provided that such
amendment does not have a material adverse effect on the rights, preferences or
privileges of the Holders of the Securities:

          (i)  to cure any ambiguity;

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

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

          (iv) to conform to changes in, or a change in interpretation or
     application by any legislative body, court, government agency or regulatory
     authority of regulations relating to whether the Trust is required to be
     registered as an investment company under the Investment Company Act;

                                       61
<PAGE>

          (v) to modify, eliminate and add to any provision of this Declaration
     to ensure that the Trust will be classified as a grantor trust for United
     States federal income tax purposes at all times that any Securities are
     outstanding or to ensure that the Trust will not be required to register as
     an Investment Company under the Investment Company Act; provided that such
     modification, elimination or addition would not adversely affect in any
     material respect the rights, privileges or preferences of any Holder of
     Securities; or

          (vi) to facilitate the tendering, remarketing and settlement of the
     Preferred Securities as contemplated by Section 7.13(n).

     Section 11.02.  Meetings of the Holders of the 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 or the rules of any stock
exchange on which the Preferred Securities are listed or admitted for trading.
The Regular Trustees shall call a meeting of the Holders of such class if
directed to do so by the Holders of at least 10% in Liquidation Amount of such
class of Securities. Such direction shall be given by delivering to the Regular
Trustees a writing stating that the signing Holders of the Securities wish to
call a meeting and indicating the general or-specific purpose for which the
meeting is to be called. The Holder or Holders of the Securities calling a
meeting shall specify in writing the Certificates held by such Holder or
Holders, and only those Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met. The Regular Trustees shall cause a notice of any
meeting at which Holders of the Preferred Securities are entitled to vote to be
mailed to each Holder of record of Preferred Securities. Each such notice shall
include a statement setting forth: (i) the date of such meeting; (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote; and (iii) instructions for the delivery of
proxies.

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

          (i) Notice of any such meeting shall be given to all the Holders of
the Securities having a right to vote thereat at least seven days and not more
than 60 days before the date of such meeting. Whenever a vote, consent or
approval of the Holders of the Securities is permitted or required under this
Declaration or the rules of any stock exchange on which the Preferred Securities
are listed or admitted for trading, such vote, consent or approval may be given
at a meeting of the Holders of the Securities. Any action that may be taken at a
meeting of the Holders of the Securities may be taken without a meeting and
without prior notice if a consent in writing setting forth the action so taken
is signed by the Holders of the Securities owning not less than the minimum
amount of Securities in liquidation amount that would be necessary to authorize
or take such action at a meeting at which all Holders of the 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 the Securities
entitled to vote who have not consented in writing. The Regular Trustees may
specify that any written ballot submitted to the

                                       62
<PAGE>

Holders of the Securities 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 the Securities may authorize any Person to act for
     it by proxy on any or all matters in which such Holder 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 such proxy. 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.

          (iv) Unless the Business Trust Act, this Declaration, the Trust
     Indenture Act or the listing rules of any stock exchange on which the
     Preferred Securities are then listed for trading otherwise provides, the
     Regular Trustees, in their sole discretion, shall establish all other
     provisions relating to meetings of Holders of the 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 the Securities, waiver of any such notice,
     action by consent without a meeting without prior notice, 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 12
        Representations Of The Property Trustee And The Delaware Trustee

     Section 12.01.  Representations and Warranties of the Property Trustee.

     The initial Property Trustee represents and warrants to the Trust and to
the Sponsor at the date of this Declaration, and each Successor Property Trustee
represents and warrants to the Trust and the Sponsor at the time of such
Successor Property Trustee's acceptance of its appointment as Property Trustee,
that:

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

     (b) the Property Trustee satisfies the requirements set forth in Section
6.03(a);

     (c) the execution, delivery and performance by the Property Trustee of this
Declaration have been duly authorized by all necessary corporate action on the
part of the Property Trustee;

                                       63
<PAGE>

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

     (d) the execution, delivery and performance of this Declaration by the
Property Trustee do not conflict with, nor constitute a breach of, the articles
of association or incorporation, as the case may be, or the by-laws (or other
similar organizational documents) of the Property Trustee; and

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

     Section 12.02.  Representations and Warranties of the Delaware Trustee.

     The initial Delaware Trustee represents and warrants to the Trust and to
the Sponsor at the date of this Declaration, and each Successor Delaware Trustee
represents and warrants to the Trust and the Sponsor at the time of such
Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee,
that:

     (a) the Delaware Trustee satisfies the requirements set forth in 0 and has
the power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration and, if it is not a natural
person, is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization;

     (b) the Delaware Trustee has been authorized to perform its obligations
under the Certificate of Trust and this Declaration; and this Declaration
constitutes a legal, valid and binding obligation of the Delaware Trustee under
Delaware law, enforceable against it in accordance with its terms subject to
applicable bankruptcy, reorganization, moratorium, insolvency and other similar
laws affecting creditors' rights generally and to general principles of equity
and the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law) and

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


                                       64
<PAGE>
                                  ARTICLE 13
                                 Miscellaneous

     Section 13.01.  Notices.

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

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

          HFI Trust I
          c/o Heller Financial, Inc.
          500 West Monroe Street
          Chicago, Illinois 60661
          Attention: Treasurer
          Telephone No: (312) 441-7000
          Fax No: (312) 441-7586

          with a copy to:

          Attention: General Counsel
          Telephone No: (312) 441-7000
          Fax No: (312) 441-7456

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

          The Bank of New York (Delaware)
          c/o BNY Midwest Trust Company
          2 North LaSalle, Suite 1020
          Chicago, Illinois 60602
          Attention:  Corporate Trust Department
          Telephone No: (312) 827-8547
          Fax No: (312) 827-8542

     (c) if given to the Property Trustee, at its Corporate Trust Office to the
attention of Corporate Trust Department (telephone no. (312) 827-8547 and fax
no. (312) 827-8542) (or such other address as the Property Trustee may give
notice of to the Regular Trustees, the Delaware Trustee and the Holders of the
Securities);

     (d) if given to the Holders of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holders of
the Common Securities may give notice of to the Property Trustee, the Delaware
Trustee and the Trust):

          Heller Financial, Inc.
          500 West Monroe Street
          Chicago, Illinois 60661
          Attention: Treasurer

                                       65
<PAGE>

          Telephone No: (312) 441-7000
          Fax No: (312) 441-7586

          with a copy to:

          Attention: General Counsel
          Telephone No: (312) 441-7000
          Fax No: (312) 441-7456

     (e) if given to any Holder of Preferred Securities, at such Holder's
address as set forth in the register of the Trust.

All such notices shall be deemed to have been given when received in person,
telecopied with receipt confirmed or mailed by first class mail, postage
prepaid, except that if a notice or other document is refused delivery or cannot
be delivered because of a changed address 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 13.02.  Governing Law.

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

     Section 13.03.  Intention of the Parties.

     It is the intention of the parties hereto that the Trust be classified for
United States federal income tax purposes as a grantor trust.  The provisions of
this Declaration shall be interpreted in a manner consistent with such
classification.

     Section 13.04.  Headings.

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

     Section 13.05.  Successors and Assigns.

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

     Section 13.06.  Partial Enforceability.

     If any provision of this Declaration or the application of such provision
to any Person or circumstance is 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.

                                       66
<PAGE>

     Section 13.07.  Counterparts.

     This Declaration may contain more than one counterpart of the signature
page, and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages.  All 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.

                                       67
<PAGE>

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


                              HELLER FINANCIAL, INC.,
                              as Sponsor, Subordinated Deferrable Notes Issuer
                              and Common Securities Holder

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

                              BNY MIDWEST TRUST COMPANY,
                              as Property Trustee

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

                              THE BANK OF NEW YORK (DELAWARE),
                              as Delaware Trustee

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



                              ---------------------------------------
                              Anthony O'B. Beirne, as Regular Trustee


                              ---------------------------------------
                              Lauralee E. Martin, as Regular Trustee


                              ---------------------------------------
                              Kurt Roemer, as Regular Trustee
<PAGE>

                                   EXHIBIT A

     [This Preferred Security is registered in the name of The Depository Trust
Company, a New York corporation (the "Depositary"), or a nominee of the
Depositary.  This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Declaration, and no transfer of
this Preferred Security (other than a transfer of this Preferred Security as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered, except in limited circumstances.

     Unless this Global Certificate is presented by an authorized representative
of the Depositary to the issuer or its agent for registration of transfer,
exchange or payment, and any Preferred Security Certificate issued is registered
in the name of Cede & Co. or such other name as registered by an authorized
representative of the Depositary (and any payment hereon is made to Cede & Co.
or to such other entity as is requested by an authorized representative of the
Depositary), and except as otherwise provided in the Amended and Restated
Declaration of HFI Trust I dated ____________, 2001, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON (OTHER THAN PURSUANT
TO THE PLEDGE AGREEMENT) IS WRONGFUL, since the registered owner hereof, Cede &
Co., has an interest herein.]

Certificate No.  __________          Number of Preferred Securities:  __________
CUSIP No.  ___________               Aggregate Liquidation Amount:  $______

                  Certificate Evidencing Preferred Securities
                                       of
                                  HFI Trust I

                              Preferred Securities
                (liquidation amount $25 per Preferred Security)

     HFI Trust I, a statutory business trust created under the laws of the State
of Delaware (the "Trust"), hereby certifies that ____________ (the "Holder") is
the registered owner of _____ preferred securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the
Preferred Securities (liquidation amount $25.00 per Preferred Security) (the
"Preferred Securities").  The Preferred Securities are transferable on the
register of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in the Declaration (as defined below).  The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred 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 ____________, 2001 (as the same may be amended from time
to time, the "Declaration"), among Heller Financial, Inc., as Sponsor, Anthony
O'B. Beirne, Lauralee E. Martin, and Kurt Roemer, as Regular Trustees, BNY
Midwest Trust Company, as Property Trustee, The Bank of New York (Delaware), as
Delaware Trustee, and the holders from time to time, of undivided beneficial
interests in the assets of the Trust.  Capitalized terms used herein but not
defined shall have the

                                      A-1
<PAGE>

meaning given them in the Declaration. The Holder is entitled to the benefits of
the Guarantee Agreement, dated as of ____________, 2001, as the same may be
amended from time to time, of Heller Financial, Inc., in respect of the
Preferred Securities. The Sponsor will provide a copy of the Declaration, the
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 terms of the
Declaration and is entitled to the benefits thereunder.

     By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Subordinated Deferrable Notes as indebtedness of the Sponsor
and the Preferred Securities as evidence of undivided beneficial interests in
the Subordinated Deferrable Notes.



                                      A-2
<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this ____ day
of ____________, 2001.

                              HFI TRUST I



                              By:
                                 ---------------------------------------------
                                  Regular Trustee

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


                              BNY MIDWEST TRUST COMPANY, as
                              Property Trustee


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


                                      A-3
<PAGE>

                                   EXHIBIT B

           THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN
                       THE DECLARATION (AS DEFINED BELOW)


Certificate No.______                    Number of Common Securities: _______
                                         Aggregate Liquidation Amount: $______

                    Certificate Evidencing Common Securities
                                       of
                                  HFI Trust I

                               Common Securities
                  (liquidation amount $25 per Common Security)

     HFI Trust I, a statutory business trust created under the laws of the State
of Delaware (the "Trust"), hereby certifies that Heller Financial, Inc. (the
"Holder") is the registered owner of _________________ common securities of the
Trust representing an undivided beneficial interest in the assets of the Trust
designated the Common Securities (liquidation amount $25.00 per Common Security)
(the "Common Securities").  Except as provided in the Declaration (as defined
below), the Common Securities are not transferable, and any attempted transfer
thereof shall be void.  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
____________, 2001 (as the same may be amended from time to time, the
"Declaration"), among Heller Financial, Inc., as Sponsor, Anthony O'B. Beirne,
Lauralee E. Martin, and Kurt Roemer, as Regular Trustees, BNY Midwest Trust
Company, as Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust.  The Sponsor will provide a copy of the Declaration
and the Indenture to the 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 terms of the
Declaration and is entitled to the benefits thereunder.

     By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Subordinated Deferrable Notes as indebtedness of the Sponsor
and the Common Securities as evidence of an undivided beneficial interest in the
Subordinated Deferrable Notes.
<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this ______ day
of ___________, 2001.


                              HFI TRUST I



                              By:
                                 ---------------------------------------------
                                  Regular Trustee