<PAGE>

                                                                    Exhibit 4.14










================================================================================



                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                             ONBANK CAPITAL TRUST I

                          Dated as of February 4, 1997

================================================================================













<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                             PAGE
<S>               <C>                                                         <C>

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1       Definitions................................................  2

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1       Trust Indenture Act; Application..........................  11
SECTION 2.2       Lists of Holders of Securities............................  11
SECTION 2.3       Reports by the Property Trustee............................ 12
SECTION 2.4       Periodic Reports to Property Trustee....................... 12
SECTION 2.5       Evidence of Compliance with Conditions Precedent............12
SECTION 2.6       Events of Default; Waiver.................................. 12
SECTION 2.7       Event of Default; Notice................................... 14

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1       Name....................................................... 15
SECTION 3.2       Office..................................................... 15
SECTION 3.3       Purpose................................................ ... 15
SECTION 3.4       Authority.................................................. 15
SECTION 3.5       Title to Property of the Trust............................. 16
SECTION 3.6       Powers and Duties of the Administrative
                  Trustees....................................................16
SECTION 3.7       Prohibition of Actions by the Trust and the

                  Trustees................................................... 19
SECTION 3.8       Powers and Duties of the Property Trustee.................. 20
SECTION 3.9       Certain Duties and Responsibilities of the
                  Property Trustee........................................... 23
SECTION 3.10      Certain Rights of Property Trustee......................... 25
SECTION 3.11      Delaware Trustee........................................... 27
SECTION 3.12      Execution of Documents..................................... 27
SECTION 3.13      Not Responsible for Recitals or Issuance of

                  Securities................................................. 28
SECTION 3.14      Duration of Trust.......................................... 28
SECTION 3.15      Mergers.................................................... 28

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1       Sponsor's Purchase of Common Securities.................... 30
SECTION 4.2       Responsibilities of the Sponsor............................ 30
SECTION 4.3       Right to Proceed........................................... 31
</TABLE>


                                        i


<PAGE>


<TABLE>
<CAPTION>

                                                                            PAGE
<S>               <C>                                                         <C>

                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1       Number of Trustees: Appointment of

                  Co-Trustee..................................................31
SECTION 5.2       Delaware Trustee........................................... 32
SECTION 5.3       Property Trustee; Eligibility.............................. 32
SECTION 5.4       Certain Qualifications of Administrative
                  Trustees and Delaware Trustee Generally.................... 33
SECTION 5.5       Administrative Trustees.................................... 33
SECTION 5.6       Delaware Trustee........................................... 34
SECTION 5.7       Appointment, Removal and Resignation of
                  Trustees................................................... 34
SECTION 5.8       Vacancies among Trustees................................... 36
SECTION 5.9       Effect of Vacancies........................................ 36
SECTION 5.10      Meetings................................................... 36
SECTION 5.11      Delegation of Power........................................ 37
Section 5.12      Merger, Conversion, Consolidation or Succession
                  to Business................................................ 37

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1       Distributions.............................................. 38

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1       General Provisions Regarding Securities.................... 38
SECTION 7.2       Execution and Authentication............................... 39
SECTION 7.3       Form and Dating............................................ 40
SECTION 7.4       Registrar, Paying Agent and Exchange Agent................. 42
SECTION 7.5       Paying Agent to Hold Money in Trust........................ 42
SECTION 7.6       Replacement Securities..................................... 43
SECTION 7.7       Outstanding Capital Securities............................. 43
SECTION 7.8       Capital Securities in Treasury............................. 44
SECTION 7.9       Temporary Securities....................................... 44
SECTION 7.10      Cancellation............................................... 45
SECTION 7.11      CUSIP Numbers.............................................. 45

                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1       Termination of Trust....................................... 46

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1       Transfer of Securities..................................... 47
SECTION 9.2       Transfer Procedures and Restrictions....................... 48
</TABLE>


                                       ii


<PAGE>


<TABLE>
<CAPTION>

                                                                            PAGE
<S>               <C>                                                         <C>
SECTION 9.3       Deemed Security Holders.................................... 56
SECTION 9.4       Book Entry Interests....................................... 57
SECTION 9.5       Notices to Clearing Agency................................. 57
SECTION 9.6       Appointment of Successor Clearing Agency................... 58

                                    ARTICLE X
                           LIMITATION OF LIABILITY OF

                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1      Liability.................................................. 58
SECTION 10.2      Exculpation................................................ 58
SECTION 10.3      Fiduciary Duty............................................. 59
SECTION 10.4      Indemnification............................................ 60
SECTION 10.5      Outside Businesses......................................... 63

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1      Fiscal Year................................................ 64
SECTION 11.2      Certain Accounting Matters................................. 64
SECTION 11.3      Banking.................................................... 66
SECTION 11.4      Withholding................................................ 66

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1      Amendments................................................. 67
SECTION 12.2      Meetings of the Holders; Action by Written
                  Consent.................................................... 68

                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1      Representations and Warranties of Property
                  Trustee.................................................... 70
SECTION 13.2      Representations and Warranties of Delaware
                  Trustee.................................................... 71

                                   ARTICLE XIV
                               REGISTRATION RIGHTS

SECTION 14.1      Registration Rights Agreement; Liquidated

                  Damages.................................................... 72

                                   ARTICLE XV
                                  MISCELLANEOUS

SECTION 15.1      Notices.................................................... 72
</TABLE>


                                       iii


<PAGE>


<TABLE>
<CAPTION>

                                                                            PAGE
<S>               <C>                                                       <C>
SECTION 15.2      Governing Law.............................................. 73
SECTION 15.3      Intention of the Parties................................... 73
SECTION 15.4      Headings................................................... 73
SECTION 15.5      Successors and Assigns..................................... 74
SECTION 15.6      Partial Enforceability..................................... 74
SECTION 15.7      Counterparts............................................... 74
ANNEX I           TERMS OF SECURITIES....................................... I-1
EXHIBIT A-1       FORM OF CAPITAL SECURITY CERTIFICATE..................... A1-1
EXHIBIT A-2       FORM OF COMMON SECURITY CERTIFICATE...................... A2-1
EXHIBIT B         SPECIMEN OF DEBENTURE....................................  B-1
EXHIBIT C         PURCHASE AGREEMENT.......................................  C-1
</TABLE>


                                       iv


<PAGE>


                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>

      Section of
Trust Indenture Act                                                  Section of
of 1939, as amended                                                  Declaration
-------------------                                                  -----------
<S>                                                                  <C>

310(a)..............................................................
310(c)..............................................................
311(c)..............................................................
312(a)..............................................................
312(b)..............................................................
313.................................................................
314(a)..............................................................
314(b)..............................................................
314(c)..............................................................
314(d)..............................................................
314(f)..............................................................
315(a)..............................................................
315(c)..............................................................
315(d)..............................................................
316(a)..............................................................
316(c)..............................................................
</TABLE>

----------

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

                                        v


<PAGE>


                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                             ONBANK CAPITAL TRUST I

                                February 4, 1997

            AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of February 4, 1997, by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to this Declaration;

            WHEREAS, the Trustees and the Sponsor established OnBank Capital
Trust I (the "Trust"), a trust formed under the Delaware Business Trust Act
pursuant to a Declaration of Trust dated as of January 24, 1997 (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on January 24, 1997, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain Debentures of
the Debenture Issuer (each as hereinafter defined);

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

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

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


<PAGE>


                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1 Definitions.

            Unless the context otherwise requires:

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

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

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

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

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

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

            "ADMINISTRATIVE TRUSTEE" has the meaning set forth in Section 5.1.

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

            "AGENT" means any Paying Agent, Registrar or Exchange Agent.

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

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

            "BUSINESS DAY" means any day other than a Saturday or a Sunday or a
day on which banking institutions in the City of New

                                        2


<PAGE>


York or Syracuse, New York are authorized or required by law or executive order
to close.

            "BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code ss.3801 et seq., as it may be amended from time to time, or
any successor legislation.

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

            "CAPITAL SECURITIES" means, collectively, the Series A Capital
Securities and the Series B Capital Securities.

            "CAPITAL SECURITIES GUARANTEE" means, collectively, the Series A
Capital Securities Guarantee and the Series B Capital
Securities Guarantee.

            "CLEARING AGENCY" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Capital 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 Capital Securities.

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

            "CLOSING TIME" means the "Closing Time" under the Purchase
Agreement.

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

            "COMMISSION" means the United States Securities and Exchange
Commission as from time to time constituted, or if any time after the execution
of this Declaration such Commission is not existing and performing the duties
now assigned to it under applicable Federal securities laws, then the body
performing such duties at such time.

            "COMMON SECURITIES" has the meaning specified in Section 7.1(a).

                                        3


<PAGE>


            "COMMON SECURITIES GUARANTEE" means the guarantee agreement dated as
of February 4, 1997 of the Sponsor in respect of the Common Securities.

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

            "CORPORATE TRUST OFFICE" means the office of the Property Trustee at
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Agreement is located at 101 Barclay Street, 21 West, New York,
New York 10286.

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

            "DEBENTURE ISSUER" means ONBANCorp, Inc., a Delaware corporation, or
any successor entity resulting from any consolidation, amalgamation, merger or
other business combination, in its capacity as issuer of the Debentures under
the Indenture.

            "DEBENTURE TRUSTEE" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

            "DEBENTURES" means, collectively, the Series A Debentures and the
Series B Debentures.

            "DEFAULT" means an event, act or condition that with notice of lapse
of time, or both, would constitute an Event of Default.

            "DEFINITIVE CAPITAL SECURITIES" shall have the meaning set forth in
Section 7.3(c).

            "DELAWARE TRUSTEE" has the meaning set forth in Section 5.2.

            "DIRECT ACTION" shall have the meaning set forth in Section 3.8(e).

            "DISTRIBUTION" means a distribution payable to Holders in accordance
with Section 6.1.

                                        4


<PAGE>


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

            "EVENT OF DEFAULT" in respect of the Securities means an Event of
Default (as defined in the Indenture) that has occurred and is continuing in
respect of the Debentures.

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

            "EXCHANGE AGENT" has the meaning set forth in Section 7.4.

            "EXCHANGE OFFER" means the offer that may be made pursuant to the
Registration Rights Agreement (i) by the Trust to exchange Series B Capital
Securities for Series A Capital Securities and (ii) by the Debenture Issuer to
exchange Series B Debentures for Series A Debentures and the Series B Capital
Securities Guarantee for the Series A Capital Securities Guarantee.

            "FEDERAL RESERVE BOARD" means the Board of Governors of the Federal
Reserve System.

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

            "GLOBAL CAPITAL SECURITY" has the meaning set forth in
Section 7.3(a).

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

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

            "INDENTURE" means the Indenture dated as of February 4, 1997, among
the Debenture Issuer and the Debenture Trustee, as amended from time to time.

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

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

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

                                        5


<PAGE>


            "MAJORITY IN LIQUIDATION AMOUNT" means, with respect to the Trust
Securities, except as provided in the terms of the Capital Securities or by the
Trust Indenture Act, Holder(s) of outstanding Trust Securities voting together
as a single class or, as the context may require, Holders of outstanding Capital
Securities or Holders of 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 accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all outstanding Securities of
the relevant class.

            "OFFERING MEMORANDUM" has the meaning set forth in Section 3.6(b).

            "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by the Chairman, a Vice Chairman, the Chief Executive
Officer, the President, a Vice President, the Comptroller, the Secretary or an
Assistant Secretary, or the Secretary or an Assistant Secretary of such Person.
Any Officers' Certificate delivered with respect to compliance with a condition
or covenant provided for in this Declaration shall include:

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

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

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

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

            "OPINION OF COUNSEL" means a written opinion of counsel, who may be
an employee of the Sponsor, and who shall be acceptable to the Property Trustee.

            "PAYING AGENT" has the meaning specified in Section 7.4.

            "PERSON" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association,

                                        6


<PAGE>


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.

            "PORTAL" has the meaning set forth in Section 3.6(b)(iii).

            "PROPERTY TRUSTEE" has the meaning set forth in Section 5.3(a).

            "PROPERTY TRUSTEE ACCOUNT" has the meaning set forth in
Section 3.8(c).

            "PURCHASE AGREEMENT" means the Purchase Agreement for the initial
offering and sale of Capital Securities in the form of Exhibit C.

            "QIBs" shall mean qualified institutional buyers as defined in
Rule 144A.

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

            "REGISTRAR" has the meaning set forth in Section 7.4.

            "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of February 4, 1997, by and among the Trust, the Debenture
Issuer and the Initial Purchasers named therein, as amended from time to time.

            "REGISTRATION STATEMENT" has the meaning set forth in the
Registration Rights Agreement.

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

            "RESPONSIBLE OFFICER" means any officer within the Corporate Trust
Office of the Property Trustee, including any vice-president, any assistant
vice-president, any assistant secretary, the treasurer, any assistant treasurer
or other officer of the Corporate Trust Office of the Property Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

                                        7


<PAGE>


            "RESTRICTED DEFINITIVE CAPITAL SECURITIES" has the meaning set forth
in Section 7.3(c).

            "RESTRICTED CAPITAL SECURITY" means a Capital Security required by
Section 9.2 to contain a Restricted Securities Legend.

            "RESTRICTED SECURITIES LEGEND" has the meaning set forth in
Section 9.2.

            "RULE 3a-5" means Rule 3a-5 under the Investment Company Act, or any
successor rule or regulation.

            "RULE 144" means Rule 144 under the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

            "RULE 144A" means Rule 144A under the Securities Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

            "SECURITIES" OR "TRUST SECURITIES" means the Common Securities and
the outstanding Capital Securities.

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

            "SECURITIES GUARANTEES" means the Common Securities Guarantee and
the Capital Securities Guarantee.

            "SERIES A CAPITAL SECURITIES" has the meaning specified in
Section 7.1(a).

            "SERIES B CAPITAL SECURITIES" has the meaning specified in
Section 7.1(a).

            "SERIES A CAPITAL SECURITIES GUARANTEE" means the guarantee
agreement dated as of February 4, 1997, by the Sponsor in respect of the Series
A Capital Securities.

            "SERIES B CAPITAL SECURITIES GUARANTEE" means the guarantee
agreement to be entered in connection with the Exchange Offer by the Sponsor in
respect of the Series B Capital Securities.

            "SERIES A DEBENTURES" means the Series A 9.25% Junior Subordinated
Deferrable Interest Debentures due February 1, 2027 of the Debenture Issuer
issued pursuant to the Indenture.

            "SERIES B DEBENTURES" means the Series B 9.25% Junior Subordinated
Deferrable Interest Debentures due February 1, 2027

                                        8


<PAGE>


of the Debenture Issuer issued pursuant to the Indenture in the event of the
Exchange Offer.

            "SPECIAL EVENT" has the meaning set forth in Annex I hereto.

            "SPONSOR" means ONBANCorp, Inc., a Delaware corporation, or any
successor entity resulting from any merger, consolidation, amalgamation or other
business combination, in its capacity as sponsor of the Trust.

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

            "10% IN LIQUIDATION AMOUNT" means, with respect to the Trust
Securities, except as provided in the terms of the Capital Securities or by the
Trust Indenture Act, Holder(s) of outstanding Trust Securities voting together
as a single class or, as the context may require, Holders of outstanding Capital
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 accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all outstanding Securities of
the relevant class.

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

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

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

                                        9


<PAGE>


            "UNRESTRICTED GLOBAL CAPITAL SECURITY" has the meaning set forth in
Section 9.2(b).


                                       10


<PAGE>


                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.

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

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

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

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

SECTION 2.2 LISTS OF HOLDERS OF SECURITIES.

            (a) Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities (i) within 14 days after each record date for
payment of Distributions, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Holders ("List of
Holders") as of such record date, PROVIDED THAT neither the Sponsor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Property Trustee by the Sponsor and the
Administrative Trustees on behalf of the Trust, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 14 days before such List of Holders is given
to the Property Trustee. The Property Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in Lists of Holders
given to it or which it receives in the capacity as Paying Agent (if acting in
such capacity), PROVIDED THAT the Property Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

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

                                       11


<PAGE>


SECTION 2.3 REPORTS BY THE PROPERTY TRUSTEE.

            Within 60 days after December 15 of each year, commencing December
15, 1997, the Property Trustee shall provide to the Holders of the Capital
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
Indenture Act. The Property Trustee shall also comply with the requirements of
Section. 313(d) of the Trust Indenture Act.

SECTION 2.4 PERIODIC REPORTS TO PROPERTY TRUSTEE.

            Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as are required by Section. 314 (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.

SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

            Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent 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) of
the Trust Indenture Act may be given in the form of an Officers' Certificate.

SECTION 2.6 EVENTS OF DEFAULT; WAIVER.

            (a) The Holders of a Majority in liquidation amount of Capital
Securities may, by vote, on behalf of the Holders of all of the Capital
Securities, waive any past Event of Default in respect of the Capital Securities
and its consequences, PROVIDED THAT, if the underlying Event of Default under
the Indenture:

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

            (ii) requires the consent or vote of greater than a majority in
      aggregate principal amount of the holders of the Debentures (a "Super
      Majority") to be waived under the Indenture, the Event of Default under
      the Declaration may only be waived by the vote of the Holders of at least
      the proportion in aggregate liquidation amount of the Capital Securities
      that the relevant Super Majority represents of the aggregate principal
      amount of the Debentures outstanding.

                                       12


<PAGE>


The foregoing provisions of this Section 2.6(a) shall be in lieu of Section.
316(a)(1)(B) of the Trust Indenture Act and such Section. 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Capital Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Capital
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Capital Securities of an Event of Default with respect to the Capital
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

            (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, PROVIDED THAT, if the underlying Event of
Default under the Indenture:

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

            (ii) requires the consent or vote of a Super Majority to be waived,
      except where the Holders of the Common Securities are deemed to have
      waived such Event of Default under the Declaration as provided below in
      this Section 2.6(b), the Event of Default under the Declaration may only
      be waived by the vote of the Holders of at least the proportion in
      aggregate liquidation amount of the Common Securities that the relevant
      Super Majority represents of the aggregate principal amount of the
      Debentures outstanding;

PROVIDED FURTHER, the Holders of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences if all Events of Default with respect to the
Capital Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Capital Securities and only the Holders of the Capital Securities will have
the right to direct the Property Trustee in accordance with the terms of the
Securities. The foregoing provisions of this Section 2.6(b)

                                       13


<PAGE>


shall be in lieu of Section.Section. 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act and such Section.Section. 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon such waiver, any such default shall
cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.

            (c) A waiver of an Event of Default under the Indenture by the
Property Trustee, at the direction of the Holders of the Capital Securities,
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
ss. 316(a)(1)(B) of the Trust Indenture Act and such ss. 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.

SECTION 2.7 EVENT OF DEFAULT; NOTICE.

            (a) The Property Trustee shall, within 90 days after the occurrence
of an Event of Default, transmit by mail, first class postage prepaid, to the
Holders, notices of all defaults with respect to the Securities actually known
to a Responsible Officer, unless such defaults have been cured before the giving
of such notice (the term "defaults" for the purposes of this Section 2.7(a)
being hereby defined to be an Event of Default as defined in the Indenture, not
including any periods of grace provided for therein and irrespective of the
giving of any notice provided therein); PROVIDED THAT, except for a default in
the payment of principal of (or premium, if any) or interest on any of the
Debentures, the Property Trustee shall be protected in withholding such notice
if and so long as a Responsible Officer in good faith determines that the
withholding of such notice is in the interests of the Holders.

            (b) The Property Trustee shall not be deemed to have knowledge of
any default except:

            (i) a default under Sections 5.01(a) and 5.01(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 charged with the
      administration of the Declaration shall have actual knowledge.

            (c) Within ten Business Days after the occurrence of any Event of
Default actually known to the Property Trustee, the

                                       14


<PAGE>


Property Trustee shall transmit notice of such Event of Default to the Holders
of the Capital Securities, the Administrative Trustees and the Sponsor, unless
such Event of Default shall have been cured or waived. The Sponsor and the
Administrative Trustees shall file annually with the Property Trustee a
certification as to whether or not they are in compliance with all the
conditions and covenants applicable to them under this Declaration.

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1 NAME.

            The Trust is named "OnBank Capital Trust I" as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Holders. The Trust's activities may be conducted under the name of
the Trust or any other name deemed advisable by the Administrative Trustees.

SECTION 3.2 OFFICE.

            The address of the principal office of the Trust is c/o ONBANCorp,
Inc., 101 South Salina Street, P.O. Box 4983, Syracuse, New York 13221-4983. On
ten Business Days written notice to the Holders of Securities, the
Administrative Trustees may designate another principal office.

SECTION 3.3 PURPOSE.

            The exclusive purposes and functions of the Trust are (a) to issue
and sell the Series A Securities, (b) use the proceeds from the sale of the
Securities to acquire the Series A Debentures, (c) in the event of an Exchange
Offer, to exchange the Series B Capital Securities for the Series A Capital
Securities and (d) except as otherwise limited herein, to engage in only those
other activities necessary, advisable or incidental thereto. The Trust shall not
borrow money, issue debt or reinvest proceeds derived from investments, mortgage
or pledge any of its assets, or otherwise undertake (or permit to be undertaken)
any activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

SECTION 3.4 AUTHORITY.

            Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance


                                       15


<PAGE>


with its powers shall constitute the act of and 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.

SECTION 3.5 TITLE TO PROPERTY OF THE TRUST.

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

SECTION 3.6 POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

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

            (a) to issue and sell the Securities in accordance with this
Declaration; provided, however, that except as contemplated in Section 7.1(a),
(i) the Trust may issue no more than the Capital Securities and no more than one
series of Common Securities, (ii) there shall be no interests in the Trust other
than the Securities, and (iii) the issuance of Securities shall be limited to a
simultaneous issuance of both the Series A Capital Securities and Common
Securities at the Closing Time and the exchange of the Series B Capital
Securities for the Series A Capital Securities in the event of an Exchange
Offer;

            (b) in connection with the issue and sale of the Capital Securities,
the consummation of the Exchange Offer, or the filing of a shelf registration
statement pursuant to the Registration Rights Agreement, at the direction of the
Sponsor, to:

            (i) prepare and execute, if necessary, an offering memorandum (the
      "Offering Memorandum") in preliminary and final form prepared by the
      Sponsor, in relation to the offering and sale of Series A Capital
      Securities to qualified institutional buyers in reliance on Rule 144A
      under the Securities Act and to institutional "accredited investors" (as
      defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), and
      to execute and file with the Commission, at such time as determined by the
      Sponsor, any Registration Statement, including any amendments thereto, as
      contemplated by the Registration Rights Agreement;


                                       16
<PAGE>


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

            (iii) execute and file an application, prepared by the Sponsor, to
      permit the Capital Securities to trade or be quoted or listed in or on the
      Private Offerings, Resales and Trading through Automated Linkages
      ("PORTAL") Market or any other securities exchange, quotation system or
      the Nasdaq Stock Market's National Market;

            (iv) execute and deliver letters, documents, or instruments with DTC
      and other Clearing Agencies relating to the Capital Securities;

            (v) if required, execute and file with the Commission a registration
      statement on Form 8-A, including any amendments thereto, prepared by the
      Sponsor, relating to the registration of the Capital Securities under
      Section 12(b) of the Exchange Act; and

            (vi) execute and enter into the Purchase Agreement and the
      Registration Rights Agreement providing for, among other things, the sale
      and exchange of the Capital Securities;

            (c) to acquire the Series A Debentures with the proceeds of the sale
of the Series A Capital Securities and the Common Securities and to exchange the
Series A Debentures for a like principal amount of Series B Debentures, pursuant
to the Exchange Offer; PROVIDED, HOWEVER, that the Administrative Trustees shall
cause legal title to the Debentures to be held of record in the name of the
Property Trustee for the benefit of the Holders;

            (d) to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event;

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

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

                                       17


<PAGE>


            (g) to bring or defend, pay, collect, compromise, arbitrate, resort
to legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee has
the exclusive power to bring such Legal Action;

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

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

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

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

            (l) to act as, or appoint another Person to act as, Registrar and
Exchange Agent for the Securities or to appoint a Paying Agent for the
Securities as provided in Section 7.4 except for such time as such power to
appoint a Paying Agent is vested in the Property Trustee;

            (m) to give prompt written notice to the Property Trustee and to
Holders of any notice received from the Debenture Issuer of its election to
defer payments of interest on the Debentures by extending the interest payment
period under the Indenture;

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

            (o) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders or to enable the Trust
to effect the purposes for which the Trust was created;

            (p) to take any action, not inconsistent with this Declaration or
with applicable law, that the Administrative Trustees determine in their
discretion to be necessary or desirable in carrying out the activities of the
Trust as set out in this Section 3.6, including, but not limited to:

                                       18


<PAGE>


            (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 for United States federal
      income tax purposes as a grantor trust; and

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

            (q) to take all action necessary to consummate the Exchange Offer or
otherwise cause the Capital Securities to be registered pursuant to an effective
registration statement in accordance with the provisions of the Registration
Rights Agreement; and

            (r) to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Administrative Trustees, on behalf of
the Trust.

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

            Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in Section
3.8.

            Any expenses incurred by the Administrative Trustees pursuant to
this Section 3.6 shall be reimbursed by the Debenture Issuer.

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

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

            (i) invest any proceeds received by the Trust from holding the
      Debentures, but shall distribute all such proceeds to Holders pursuant to
      the terms of this Declaration and of the Securities;

                                       19


<PAGE>


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

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

            (iv) make any loans or incur any indebtedness other than loans
      represented by the Debentures;

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

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

            (vii) other than as provided in this Declaration or Annex I, (A)
      direct the time, method and place of conducting any proceeding with
      respect to any remedy available to the Debenture Trustee, or exercising
      any trust or power conferred upon the Debenture Trustee with respect to
      the Debentures, (B) waive any past default that is waivable under the
      Indenture, or (C) exercise any right to rescind or annul any declaration
      that the principal of all the Debentures shall be due and payable; or

            (viii) consent to any amendment, modification or termination of the
      Indenture or the Debentures where such consent shall be required unless
      the Trust shall have received an opinion of a nationally recognized
      independent tax counsel experienced in such matters to the effect that
      such amendment, modification or termination will not cause more than an
      insubstantial risk that for United States federal income tax purposes the
      Trust will not be classified as a grantor trust.

SECTION 3.8 Powers and Duties of the Property Trustee.

            (a) The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the
Holders. The right, title and interest of the Property Trustee to the Debentures
shall vest automatically in each Person who may hereafter be appointed as
Property Trustee in accordance with Section 5.7. Such vesting and cessation of
title shall be effective whether or not conveyancing documents with regard to
the Debentures have been executed and delivered.

            (b) The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative

                                       20


<PAGE>


Trustees or 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 Trustee Account") in the name of and under the
      exclusive control of the Property Trustee on behalf of the Holders and,
      upon the receipt of payments of funds made in respect of the Debentures
      held by the Property Trustee, deposit such funds into the Property Trustee
      Account and make payments or cause the Paying Agent to make payments to
      the Holders from the Property Trustee Account in accordance with Section
      6.1. Funds in the Property Trustee Account shall be held uninvested until
      disbursed in accordance with this Declaration. The Property Trustee
      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 Capital Securities or, if the Debentures are so
      rated, the Debentures, by a "nationally recognized statistical rating
      organization", as that term is defined for purposes 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 Trust Securities to the extent
      the Debentures are redeemed or mature; and

            (iii) upon written notice of distribution issued by the
      Administrative Trustees in accordance with the terms of the Securities,
      engage in such ministerial activities as shall be necessary or appropriate
      to effect the distribution of the Debentures to Holders upon the
      occurrence of certain events.

            (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 the Securities.

            (e) Subject to Section 3.9(a), the Property Trustee shall take any
Legal Action which arises out of or in connection with an Event of Default of
which a Responsible Officer has actual knowledge or the Property Trustee's
duties and obligations under this Declaration or the Trust Indenture Act and if
such Property Trustee shall have failed to take such Legal Action, the Holders
of the Capital Securities may take such Legal Action, to the same extent as if
such Holders of Capital Securities held an aggregate principal amount of
Debentures equal to the aggregate liquidation amount of such Capital Securities,
without first proceeding against the Property Trustee or the Trust; provided
however, that if an Event of Default has occurred and is

                                       21


<PAGE>


continuing and such event is attributable to the failure of the Debenture
Issuer to pay the principal of or premium, if any, or interest on the
Debentures on the date such principal, premium, if any, or interest is
otherwise payable (or in the case of redemption, on the redemption date),
then a Holder of Capital Securities may directly institute a proceeding for
enforcement of payment to such Holder of the principal of or premium, if any,
or interest on the Debentures having a principal amount equal to the
aggregate liquidation amount of the Capital Securities of such Holder (a
"Direct Action") on or after the respective due date specified in the
Debentures. In connection with such Direct Action, the rights of the Holders
of the Common Securities will be subrogated to the rights of such Holder of
Capital Securities to the extent of any payment made by the Debenture Issuer
to such Holder of Capital Securities in such Direct Action. Except as
provided in the preceding sentences, the Holders of Capital Securities will
not be able to exercise directly any other remedy available to the holders of
the Debentures.

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

            (i) the Trust has been completely liquidated and the proceeds of the
      liquidation distributed to the Holders 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 5.7 (a "Successor
      Property Trustee").

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

            (h) The Property Trustee shall be authorized to undertake any
actions set forth in Section. 317(a) of the Trust Indenture Act.

            (i) For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all Securities and any such Paying Agent
shall comply with Section. 317(b) of the Trust Indenture Act. Any such
additional Paying Agent may be removed by the Property Trustee at any time the
Property Trustee remains as Paying Agent and a successor Paying Agent or
additional Paying Agents may be (but

                                       22


<PAGE>


are not required to be) appointed at any time by the Property Trustee while the
Property Trustee is so acting as Paying Agent.

            (j) Subject to this Section 3.8, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.6.

            Notwithstanding anything expressed or implied to the contrary in
this Declaration or any Annex or Exhibit hereto, (i) the Property Trustee must
exercise the powers set forth in this Section 3.8 in a manner that is consistent
with the purposes and functions of the Trust set out in Section 3.3, and (ii)
the Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

SECTION 3.9 CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

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

            (b) No provision of this Declaration shall be construed to relieve
the 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 an Event of Default and after the
      curing or waiving of all such Events of Default 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 in the Securities 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 in the Securities,
            and no implied covenants or obligations shall be read into this
            Declaration against the Property Trustee; and

                                       23


<PAGE>


                    (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;
            PROVIDED, HOWEVER, that 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 the same to determine whether or not they
            conform to the requirements of this Declaration;

            (ii) the Property Trustee shall not be liable for any error of
      judgment made in good faith by a Responsible Officer, unless it shall be
      proved 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 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 shall have reasonable
      grounds for believing that the repayment of such funds or liability is not
      reasonably assured to it under the terms of this Declaration or indemnity
      reasonably satisfactory to the 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 Debentures and the Property
      Trustee 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
      Debentures or the payment of any taxes or assessments levied thereon or in
      connection therewith;

                                       24


<PAGE>


            (vii) the Property Trustee shall not be liable for any interest on
      any money received by it except as it may otherwise agree in writing with
      the Sponsor. Money held by the Property Trustee need not be segregated
      from other funds held by it except in relation to the Property Trustee
      Account maintained by the Property Trustee pursuant to Section 3.8(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 Administrative 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 Administrative Trustees or
      the Sponsor.

SECTION 3.10 Certain Rights of Property Trustee.

            (a) Subject to the provisions of Section 3.9:

            (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 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 or the Administrative Trustees
      contemplated by this Declaration may 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, in the absence of bad faith on its part, request and conclusively
      rely upon an Officers' Certificate which, upon receipt of such request,
      shall be promptly delivered by the Sponsor or the Administrative Trustees;

            (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 or other experts
      of its selection and the advice or opinion of such counsel and experts
      with respect to legal matters or

                                       25


<PAGE>


      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, unless such Holder shall have provided
      to the Property Trustee security and indemnity, reasonably satisfactory to
      the Property Trustee, against the costs, expenses (including reasonable
      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)(vi) shall be taken to relieve
      the Property Trustee, upon the occurrence of an 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 may see fit;

            (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 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, 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 conclusively evidenced by the Property Trustee's or its agent's
      taking such action;

                                       26


<PAGE>


            (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 (i) may request instructions from the Holders which
      instructions may only 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 the terms of the Securities in respect of such
      remedy, right or action, (ii) may refrain from enforcing such remedy or
      right or taking such other action until such instructions are received,
      and (iii) shall be protected in conclusively relying on or acting in or
      accordance with such instructions;

            (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; and

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

SECTION 3.11 Delaware Trustee.

            Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Administrative Trustees or the Property Trustee described in this
Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section. 3807 of the Business Trust Act.

SECTION 3.12 Execution of Documents.

            Unless otherwise determined by the Administrative Trustees, and
except as otherwise required by the Business Trust Act, a majority of the
Administrative Trustees or, if there are

                                       27


<PAGE>


only two, any Administrative Trustee or, if there is only one, such
Administrative Trustee is authorized to execute on behalf of the Trust any
documents that the Administrative Trustees have the power and authority to
execute pursuant to Section 3.6; provided that, the Registration Statements
contemplated by the Registration Rights Agreement and referred to in Section
3.6(b)(i), including any amendments thereto, shall be signed by all of the
Administrative Trustees.

SECTION            3.13 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 3.14 DURATION OF TRUST.

            The Trust, unless terminated pursuant to the provisions of Article
VIII hereof, shall have existence up to February 1, 2028.

SECTION 3.15 MERGERS.

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

            (b) The Trust may, at the request of the Sponsor, with the consent
of the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders, the Delaware
Trustee or the Property Trustee, merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to, a trust organized as such under the
laws of any State; PROVIDED THAT:

(i)      such successor entity (the "Successor Entity")
         either:

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

                  (B) substitutes for the Securities other securities having
            substantially the same terms as the Securities (the "Successor
            Securities") so long as the Successor Securities rank the same as
            the Securities

                                       28


<PAGE>


            rank with respect to Distributions and payments upon liquidation,
            redemption and otherwise;

            (ii) the Sponsor expressly appoints a trustee of the Successor
      Entity that possesses the same powers and duties as the Property Trustee
      as the holder of the Debentures;

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

            (iv) if the Capital Securities (including any Successor Securities)
      are rated by any nationally recognized statistical rating organization
      prior to such transaction, such merger, consolidation, amalgamation,
      replacement, conveyance, transfer or lease does not cause the Capital
      Securities (including any Successor Securities), or if the Debentures are
      so rated, the Debentures, to be downgraded by any nationally recognized
      statistical rating organization;

            (v) such merger, consolidation, amalgamation, replacement,
      conveyance, transfer or lease does not adversely affect the rights,
      preferences and privileges of the Holders (including the holders of any
      Successor Securities) in any material respect (other than with respect to
      any dilution of such Holders' interests in the new entity);

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

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

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

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

            (viii) the Sponsor or any permitted successor or assignee owns all
      of the common securities of such Successor

                                       29


<PAGE>


      Entity and guarantees the obligations of such Successor Entity under the
      Successor Securities at least to the extent provided by the Capital
      Securities Guarantee and the Common Securities Guarantee.

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

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1 SPONSOR'S PURCHASE OF COMMON SECURITIES.

            At the Closing Time, the Sponsor will purchase all of the Common
Securities then issued by the Trust, in an amount at least equal to
approximately, but not less than, 3% of the capital of the Trust, at the same
time as the Series A Capital Securities are issued and sold.

SECTION 4.2 RESPONSIBILITIES OF THE SPONSOR.

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

            (a) to prepare the Offering Memorandum and to prepare for filing by
the Trust with the Commission any Registration Statement, including any
amendments thereto as contemplated by the Registration Rights Agreement;

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

            (c) if deemed necessary or advisable by the Sponsor, to prepare for
filing by the Trust an application to permit the Capital Securities to trade or
be quoted or listed in or on the

                                       30


<PAGE>


Private Offerings, Resales and Trading through Automated Linkages ("PORTAL")
market, or any other securities exchange, quotation system or the Nasdaq Stock
Market's National Market for listing or quotation of the Capital Securities;

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

            (e) to negotiate the terms of the Purchase Agreement and the
Registration Rights Agreement providing for the sale and registration of the
Capital Securities.

SECTION 4.3 RIGHT TO PROCEED.

            The Sponsor acknowledges the rights of the Holders of Capital
Securities, in the event that a failure of the Trust to pay Distributions on the
Capital Securities is attributable to the failure of the Company to pay interest
or principal on the Debentures, to institute a proceeding directly against the
Debenture Issuer for enforcement of its payment obligations on the Debentures.

                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1 NUMBER OF TRUSTEES: APPOINTMENT OF CO-TRUSTEE.

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

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

            (b) after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities;

PROVIDED, HOWEVER, that, the number of Trustees shall in no event be less than
two (2); PROVIDED FURTHER that (1) one Trustee, in the case of a natural person,
shall be a person who is a resident of the State of Delaware or that, if not a
natural person, is an entity which has its principal place of business in the
State of Delaware (the "Delaware Trustee"); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with the Sponsor (an
"Administrative Trustee"); and (3) one Trustee shall be the Property Trustee for
so long as this Decla-

                                       31


<PAGE>


ration is required to qualify as an indenture under the Trust Indenture Act, and
such Trustee may also serve as Delaware Trustee if it meets the applicable
requirements. Notwithstanding the above, unless an Event of Default shall have
occurred and be continuing, at any time or times, for the purpose of meeting the
legal requirements of the Trust Indenture Act or of any jurisdiction in which
any part of the Trust's property may at the time be located, the Holders of a
Majority in liquidation amount of the Common Securities acting as a class at a
meeting of the Holders of the Common Securities, and the Administrative Trustees
shall have power to appoint one or more persons either to act as a co-trustee,
jointly with the Property Trustee, of all or any part of the Trust's property,
or to act as separate trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment, and to vest in such
person or persons in such capacity any property, title, right or power deemed
necessary or desirable, subject to the provisions of this Declaration. In case
an Event of Default has occurred and is continuing, the Property Trustee alone
shall have power to make any such appointment of a co-trustee.

SECTION 5.2 DELAWARE TRUSTEE.

            If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

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

            (b) if not a natural person, an entity which has its principal place
of business in the State of Delaware, and otherwise meets the requirements of
applicable law,

PROVIDED THAT, if the 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 shall also be the Delaware Trustee and Section 3.11
shall have no application.

SECTION 5.3 PROPERTY TRUSTEE; ELIGIBILITY.

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

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

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

                                       32


<PAGE>


      authorized under such laws to exercise corporate trust powers, having a
      combined capital and surplus of at least 50 million U.S. dollars
      ($50,000,000), and subject to supervision or examination by Federal,
      State, Territorial or District of Columbia authority. If such corporation
      publishes reports of condition at least annually, pursuant to law or to
      the requirements of the supervising or examining authority referred to
      above, then for the purposes of this Section 5.3(a)(ii), the combined
      capital and surplus of such corporation shall be deemed to be its combined
      capital and surplus as 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 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.7(c).

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

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

            (e) The initial Property Trustee shall be:

                    The Bank of New York
                    101 Barclay Street
                    New York, New York 10286

                             Attention:  Corporate Trust Trustee
                                Administration

SECTION 5.4 CERTAIN QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE
            TRUSTEE GENERALLY.

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

SECTION 5.5 ADMINISTRATIVE TRUSTEES.

            The initial Administrative Trustees shall be:

                          Donald G. Cook

                                       33


<PAGE>


                          William LeBeau
                          Randy J. Wiley

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

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

            (c) An Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6.

SECTION 5.6 DELAWARE TRUSTEE.

            The initial Delaware Trustee shall be:

            The Bank of New York (Delaware)
            23 White Clay Center
            Route 273
            Newark, Delaware 19711

SECTION 5.7 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

            (a) Subject to Section 5.7(b) and to Section 6(b) of Annex I hereto,
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;

            (ii) unless an Event of Default shall have occurred and be
      continuing after the issuance of any Securities, by vote of the Holders of
      a Majority in liquidation amount of the Common Securities voting as a
      class at a meeting of the Holders of the Common Securities; and

                                       34


<PAGE>


            (iii) if an Event of Default shall have occurred and be continuing
      after the issuance of the Securities, with respect to the Property Trustee
      or the Delaware Trustee, by vote of Holders of a Majority in liquidation
      amount of the Capital Securities voting as a class at a meeting of Holders
      of the Capital Securities.

            (b) (i) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.7(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 Administrative Trustees
and the Sponsor; and

            (ii) the Trustee that acts as Delaware Trustee shall not be removed
      in accordance with this Section 5.7(a) until a successor Trustee
      possessing the qualifications to act as Delaware Trustee under Sections
      5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed and has
      accepted such appointment by written instrument executed by such Successor
      Delaware Trustee and delivered to the Administrative Trustees and the
      Sponsor.

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

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

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

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

                                       35


<PAGE>


            (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor Property
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.7.

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

SECTION 5.8 VACANCIES AMONG TRUSTEES.

            If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.7.

SECTION 5.9 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 dissolve, terminate or annul the Trust. Whenever a
vacancy in the number of Administrative Trustees shall occur, until such vacancy
is filled by the appointment of an Administrative Trustee in accordance with
Section 5.7, the Administrative Trustees in office, regardless of their number,
shall have all the powers granted to the Administrative Trustees and shall
discharge all the duties imposed upon the Administrative Trustees by this
Declaration.

SECTION 5.10 MEETINGS.

            If there is more than one Administrative Trustee,
meetings of the Administrative Trustees shall be held from time
to time upon the call of any Administrative Trustee.  Regular

                                       36


<PAGE>


meetings of the Administrative Trustees may be held at a time and place fixed by
resolution of the Administrative Trustees. Notice of any in-person meetings of
the Administrative 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 such meeting. Notice of any telephonic meetings of the
Administrative Trustees or any committee thereof shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an Administrative
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where an Administrative 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 Administrative Trustees may be taken at a meeting
by vote of a majority of the Administrative Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided that
a Quorum is present, or without a meeting by the unanimous written consent of
the Administrative Trustees. In the event there is only one Administrative
Trustee, any and all action of such Administrative Trustee shall be evidenced by
a written consent of such Administrative Trustee.

SECTION 5.11 DELEGATION OF POWER.

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

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

Section 5.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
                   TO BUSINESS.

            Any corporation into which the Property Trustee or the Delaware
Trustee or any Administrative Trustee that is not a natural person, as the case
may be, may be merged or converted or

                                       37


<PAGE>


with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Property Trustee or the Delaware
Trustee, as the case may be, shall be a party, or any corporation succeeding to
all or substantially all the corporate trust business of the Property Trustee or
the Delaware Trustee, as the case may be, shall be the successor of the Property
Trustee or the Delaware Trustee, as the case may be, hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1 DISTRIBUTIONS.

            Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holder's Securities. If and to the extent that
the Debenture Issuer makes a payment of interest (including Compounded Interest
(as defined in the Indenture) and Additional Interest (as defined in the
Indenture)), premium and/or principal on the Debentures held by the Property
Trustee or Liquidated Damages (as defined in the Registration Rights Agreement)
or any other payments pursuant to the Registration Rights Agreement with respect
to the Debentures 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 distribution (a
"Distribution") of the Payment Amount to Holders.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1 GENERAL PROVISIONS REGARDING SECURITIES.

            (a) The Administrative Trustees shall on behalf of the Trust issue
one class of capital securities representing undivided beneficial interests in
the assets of the Trust having such terms as are set forth in Annex I (the "
Series A Capital Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities"). In the event of an Exchange
Offer, the Administrative Trustees shall on behalf of the Trust issue one class
of capital securities representing undivided beneficial interests in the Trust
having such terms as set forth in Annex I (the "Series B Capital Securities") in
exchange for the Series A Capital Securities accepted for exchange in the
Exchange Offer, which Series B Capital Securities shall not bear the legends
required by Section

                                       38


<PAGE>


9.2(i) unless the Holder of such Series A Capital Securities is either (A) a
broker-dealer who purchased such Series A Capital Securities directly from the
Trust for resale pursuant to Rule 144A or any other available exemption under
the Securities Act, (B) a Person participating in the distribution of the Series
A Capital Securities or (C) a Person who is an affiliate (as defined in Rule
144A) of the Trust. The Trust shall issue no securities or other interests in
the assets of the Trust other than the Capital Securities and the Common
Securities.

            (b) 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.

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

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

SECTION 7.2 EXECUTION AND AUTHENTICATION.

            (a) The Securities shall be signed on behalf of the Trust by an
Administrative Trustee by manual or facsimile signature. In case any
Administrative Trustee of the Trust who shall have signed any of the Securities
shall cease to be such Administrative Trustee before the Securities so signed
shall be delivered by the Trust, such Securities nevertheless may be delivered
as though the person who signed such Securities had not ceased to be such
Administrative Trustee; and any Securities may be signed on behalf of the Trust
by such persons who, at the actual date of execution of such Security, shall be
the Administrative Trustees of the Trust, although at the date of the execution
and delivery of the Declaration any such person was not such a Administrative
Trustee.

            (b) One Administrative Trustee shall sign the Capital Securities for
the Trust by manual or facsimile signature. Unless otherwise determined by the
Trust, such signature shall, in the case of Common Securities, be a manual
signature.

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

                                       39


<PAGE>


            Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Capital Securities for
original issue. The aggregate number of Capital Securities outstanding at any
time shall not exceed the number set forth in the Terms in Annex I hereto except
as provided in Section 7.6.

            The Property Trustee may appoint an authenticating agent acceptable
to the Trust to authenticate Capital Securities. An authenticating agent may
authenticate Capital Securities whenever the Property Trustee may do so. Each
reference in this Declaration to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee to deal with the Sponsor or an Affiliate.

SECTION 7.3 FORM AND DATING.

            The Capital Securities and the Property Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 and the Common
Securities shall be substantially in the form of Exhibit A-2, each of which is
hereby incorporated in and expressly made a part of this Declaration.
Certificates representing the Securities may be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees, as evidenced by their execution thereof. The
Securities may have letters, CUSIP or other numbers, notations or other marks of
identification or designation and such legends or endorsements required by law,
stock exchange rule, agreements to which the Trust is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Trust). The Trust at the direction of the Sponsor shall furnish any such
legend not contained in Exhibit A-1 to the Property Trustee in writing. Each
Capital Security shall be dated the date of its authentication. The terms and
provisions of the Securities set forth in Annex I and the forms of Securities
set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration and
to the extent applicable, the Property Trustee and the Sponsor, by their
execution and delivery of this Declaration, expressly agree to such terms and
provisions and to be bound thereby.

            (a) GLOBAL SECURITIES. Securities offered and sold to QIBs in
reliance on Rule 144A, as provided in the Purchase Agreement, shall be issued in
the form of one or more, permanent global Securities in definitive, fully
registered form without distribution coupons with the appropriate global legends
and Restricted Securities Legend set forth in Exhibit A-1 hereto (a "Global
Capital Security"), which shall be deposited on behalf of the purchasers of the
Capital Securities represented thereby with the Property Trustee, at its New
York office, as custodian for the Clearing Agency, and registered in the name of
the Clearing

                                       40


<PAGE>


Agency or a nominee of the Clearing Agency, duly executed by the Trust and
authenticated by the Property Trustee as hereinafter provided. The number of
Capital Securities represented by a Global Capital Security may from time to
time be increased or decreased by adjustments made on the records of the
Property Trustee and the Clearing Agency or its nominee as hereinafter provided.

            (b) BOOK-ENTRY PROVISIONS. This Section 7.3(b) shall apply only to
the Global Capital Securities and such other Capital Securities in global form
as may be authorized by the Trust to be deposited with or on behalf of the
Clearing Agency.

            The Trust shall execute and the Property Trustee shall, in
accordance with this Section 7.3, authenticate and make available for delivery
initially one or more Global Capital Securities that (i) shall be registered in
the name of Cede & Co. or other nominee of such Clearing Agency and (ii) shall
be delivered by the Trustee to such Clearing Agency or pursuant to such Clearing
Agency's written instructions or held by the Property Trustee as custodian for
the Clearing Agency.

            Members of, or participants in, the Clearing Agency ("Participants")
shall have no rights under this Declaration with respect to any Global Capital
Security held on their behalf by the Clearing Agency or by the Property Trustee
as the custodian of the Clearing Agency or under such Global Capital Security,
and the Clearing Agency may be treated by the Trust, the Property Trustee and
any agent of the Trust or the Property Trustee as the absolute owner of such
Global Capital Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Trust, the Property Trustee or any
agent of the Trust or the Property Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Clearing Agency or
impair, as between the Clearing Agency and its Participants, the operation of
customary practices of such Clearing Agency governing the exercise of the rights
of a holder of a beneficial interest in any Global Capital Security.

            (c) DEFINITIVE CAPITAL SECURITIES. Except as provided in Section
7.9, owners of beneficial interests in a Global Capital Security will not be
entitled to receive physical delivery of certificated Capital Securities
("Definitive Capital Securities"). Purchasers of Securities (other than QIBs)
who are "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act) will receive Capital Securities in the form of
individual certificates in definitive, fully registered form without
distribution coupons and with the Restricted Securities Legend set forth in
Exhibit A-1 hereto ("Restricted Definitive Capital Securities"); PROVIDED,
HOWEVER, that upon transfer of such Restricted Definitive Capital Securities to
a QIB, such Restricted Definitive Capital Securities will, unless

                                       41


<PAGE>


the Global Capital Security has previously been exchanged, be exchanged for an
interest in a Global Capital Security pursuant to the provisions of Section 9.2.
Restricted Definitive Capital Securities will bear the Restricted Securities
Legend set forth on Exhibit A-1 unless removed in accordance with this Section

7.3 or Section 9.2.

            (d) AUTHORIZED DENOMINATIONS. The Capital Securities are issuable
only in denominations of $1,000 and any integral multiple thereof.

SECTION 7.4 REGISTRAR, PAYING AGENT AND EXCHANGE AGENT.

            The Trust shall maintain in the Borough of Manhattan, The City of
New York, (i) an office or agency where Capital Securities may be presented for
registration of transfer ("Registrar"), (ii) an office or agency where Capital
Securities may be presented for payment ("Paying Agent") and (iii) an office or
agency where Securities may be presented for exchange ("Exchange Agent"). The
Registrar shall keep a register of the Capital Securities and of their transfer.
The Trust may appoint the Registrar, the Paying Agent and the Exchange Agent and
may appoint one or more co-registrars, one or more additional paying agents and
one or more additional exchange agents in such other locations as it shall
determine. The term "Registrar" includes any additional registrar, "Paying
Agent" includes any additional paying agent and the term "Exchange Agent"
includes any additional exchange agent. The Trust may change any Paying Agent,
Registrar, co-registrar or Exchange Agent without prior notice to any Holder.
The Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
written notice to the Administrative Trustees. The Trust shall notify the
Property Trustee of the name and address of any Agent not a party to this
Declaration. If the Trust fails to appoint or maintain another entity as
Registrar, Paying Agent or Exchange Agent, the Property Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent, Registrar, or
Exchange Agent. The Trust shall act as Paying Agent, Registrar, co-registrar,
and Exchange Agent for the Common Securities.

            The Trust initially appoints the Property Trustee as Registrar,
Paying Agent, and Exchange Agent for the Capital Securities.

SECTION 7.5 PAYING AGENT TO HOLD MONEY IN TRUST.

            The Trust shall require each Paying Agent other than the Property
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Property Trustee all money held by the Paying Agent
for the payment of liquidation amounts or Distributions, and will notify the
Property Trustee if there are insufficient funds for such purpose.

                                       42

<PAGE>


While any such insufficiency continues, the Property Trustee may require a
Paying Agent to pay all money held by it to the Property Trustee. The Trust at
any time may require a Paying Agent to pay all money held by it to the Property
Trustee and to account for any money disbursed by it. Upon payment over to the
Property Trustee, the Paying Agent (if other than the Trust or an Affiliate of
the Trust) shall have no further liability for the money. If the Trust or the
Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent.

SECTION 7.6 REPLACEMENT SECURITIES.

            If a Holder claims that a Security owned by it has been lost,
destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or in the case of the Capital Securities to the
Property Trustee, the Trust shall issue and the Property Trustee shall
authenticate a replacement Security if the Property Trustee's and the Trust's
requirements, as the case may be, are met. An indemnity bond must be provided by
the Holder which, in the judgment of the Property Trustee, is sufficient to
protect the Trustees, the Sponsor or any authenticating agent from any loss
which any of them may suffer if a Security is replaced. The Trust may charge
such Holder for its expenses in replacing a Security.

            Every replacement Security is an additional beneficial interest in
the Trust.

SECTION 7.7 OUTSTANDING CAPITAL SECURITIES.

            The Capital Securities outstanding at any time are all the Capital
Securities authenticated by the Property Trustee except for those cancelled by
it, those delivered to it for cancellation, and those described in this Section
as not outstanding.

            If a Capital Security is replaced, paid or purchased pursuant to
Section 7.6 hereof, it ceases to be outstanding unless the Property Trustee
receives proof satisfactory to it that the replaced, paid or purchased Capital
Security is held by a bona fide purchaser.

            If Capital Securities are considered paid in accordance with the
terms of this Declaration, they cease to be outstanding and Distributions on
them shall cease to accumulate.

            A Capital Security does not cease to be outstanding because one of
the Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.

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<PAGE>


SECTION 7.8 CAPITAL SECURITIES IN TREASURY.

            In determining whether the Holders of the required amount of
Securities have concurred in any direction, waiver or consent, Capital
Securities owned by the Trust, the Sponsor or an Affiliate of the Sponsor, as
the case may be, shall be disregarded and deemed not to be outstanding, except
that for the purposes of determining whether the Property Trustee shall be fully
protected in relying on any such direction, waiver or consent, only Securities
which the Property Trustee actually knows are so owned shall be so disregarded.

SECTION 7.9 TEMPORARY SECURITIES.

            (a) Until Definitive Securities are ready for delivery, the Trust
may prepare and, in the case of the Capital Securities, the Property Trustee
shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Trust considers appropriate for temporary Securities. Without unreasonable
delay, the Trust shall prepare and, in the case of the Capital Securities, the
Property Trustee shall authenticate Definitive Securities in exchange for
temporary Securities.

            (b) A Global Capital Security deposited with the Clearing Agency or
with the Property Trustee as custodian for the Clearing Agency pursuant to
Section 7.3 shall be transferred to the beneficial owners thereof in the form of
certificated Capital Securities only if such transfer complies with Section 9.2
and (i) the Clearing Agency notifies the Company that it is unwilling or unable
to continue as Clearing Agency for such Global Capital Security or if at any
time such Clearing Agency ceases to be a "clearing agency" registered under the
Exchange Act and a clearing agency is not appointed by the Sponsor within 90
days of such notice, (ii) a Default or an Event of Default has occurred and is
continuing or (iii) the Trust at its sole discretion elects to cause the
issuance of certificated Capital Securities.

            (c) Any Global Capital Security that is transferable to the
beneficial owners thereof in the form of certificated Capital Securities
pursuant to this Section 7.9 shall be surrendered by the Clearing Agency to the
Property Trustee located in the Borough of Manhattan, The City of New York, to
be so transferred, in whole or from time to time in part, without charge, and
the Property Trustee shall authenticate and make available for delivery, upon
such transfer of each portion of such Global Capital Security, an equal
aggregate liquidation amount of Securities of authorized denominations in the
form of certificated Capital Securities. Any portion of a Global Capital
Security transferred pursuant to this Section shall be registered in such names
as the Clearing Agency shall direct. Any Capital Security in the form of
certificated Capital Securities delivered in

                                       44


<PAGE>


exchange for an interest in the Restricted Global Capital Security shall, except
as otherwise provided by Sections 7.3 and 9.1, bear the Restricted Securities
Legend set forth in Exhibit A-1 hereto.

            (d) Subject to the provisions of Section 7.9(c), the Holder of a
Global Capital Security may grant proxies and otherwise authorize any person,
including Participants and persons that may hold interests through Participants,
to take any action which such Holder is entitled to take under this Declaration
or the Securities.

            (e) In the event of the occurrence of any of the events specified in
Section 7.9(b), the Trust will promptly make available to the Property Trustee a
reasonable supply of certificated Capital Securities in fully registered form
without distribution coupons.

SECTION 7.10 CANCELLATION.

            The Trust at any time may deliver Capital Securities to the Property
Trustee for cancellation. The Registrar, Paying Agent and Exchange Agent shall
forward to the Property Trustee any Capital Securities surrendered to them for
registration of transfer, redemption, exchange or payment. The Property Trustee
shall promptly cancel all Capital Securities, surrendered for registration of
transfer, redemption, exchange, payment, replacement or cancellation and shall
dispose of cancelled Capital Securities as the Trust directs, provided that the
Property Trustee shall not be obligated to destroy Capital Securities. The Trust
may not issue new Capital Securities to replace Capital Securities that it has
paid or that have been delivered to the Property Trustee for cancellation or
that any holder has exchanged.

SECTION 7.11 CUSIP NUMBERS.

            The Trust in issuing the Capital Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Property Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders of Capital
Securities; PROVIDED that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Capital
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Capital
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Sponsor will promptly notify the Property Trustee
of any change in the CUSIP numbers.

                                       45


<PAGE>


                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1 TERMINATION OF TRUST.

            (a) The Trust shall automatically terminate:

            (i) upon the bankruptcy of the Sponsor;

            (ii) upon the filing of a certificate of dissolution or liquidation
      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) following the distribution of a Like Amount of the Debentures
      to the Holders, PROVIDED THAT, the Property Trustee has received written
      notice from the Sponsor directing the Property Trustee to terminate the
      Trust (which direction is optional, and except as otherwise expressly
      provided below, within the discretion of the Sponsor) and PROVIDED,
      FURTHER, that such direction and such distribution is conditioned on (i)
      the prior approval of the Federal Reserve Board if such approval is then
      required under applicable capital guidelines or policies of the Federal
      Reserve Board, (ii) the Administrative Trustees' receipt of an opinion of
      an independent tax counsel experienced in such matters, which opinion may
      rely on published rulings of the Internal Revenue Service, to the effect
      that the Holders will not recognize any gain or loss for United States
      federal income tax purposes as a result of the dissolution of the Trust
      and the distribution of Debentures;

            (iv) upon the entry of a decree of judicial dissolution of the Trust
      by a court of competent jurisdiction;

            (v) when all of the Securities shall have been called for redemption
      and the amounts necessary for redemption thereof shall have been paid to
      the Holders in accordance with the terms of the Securities;

            (vi) upon the repayment of the Debentures or at such time as no
      Debentures are outstanding; or

            (vii) the expiration of the term of the Trust provided in Section
      3.14.

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

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<PAGE>


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

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1 TRANSFER OF SECURITIES.

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

            (b) Subject to this Article IX, Capital Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Declaration. Any transfer or purported transfer of any
security not made in accordance with this Declaration shall be null and void.

            (c) For so long as the Trust Securities remain outstanding, the
Sponsor will covenant (i) to directly or indirectly maintain 100% direct or
indirect ownership of the Common Securities of the Trust; provided, however,
that any permitted successor of the Sponsor under the Indenture may succeed to
the Sponsor's ownership of such Common Securities, (ii) not to cause, as sponsor
of the Trust, or to permit, as holder of the Common Securities, the dissolution,
winding-up or termination of the Trust, except in connection with a distribution
of the Debentures as provided in the Declaration and in connection with certain
mergers, consolidations or amalgamations and (iii) to use its reasonable efforts
to cause the Trust (a) to remain a business trust, except in connection with the
distribution of Debentures to the holders of Trust Securities in liquidation of
the Trust, the redemption of all of the Trust Securities, or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, and (b)
to otherwise continue to be classified as a grantor trust for United States
federal income tax purposes.

            (d) The Administrative Trustees shall provide for the registration
of Securities and of the transfer of Securities, which will be effected without
charge but only upon payment (with such indemnity as the Administrative Trustees
may require) in respect of any tax or other governmental charges that may be
imposed in relation to it. Upon surrender for registration of transfer of any
Securities, the Administrative Trustees shall cause one or more new Securities
to be issued in the name of the designated transferee or transferees. Every
Security surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form satisfactory to the Administrative
Trustees duly executed by the Holder or such Holder's attorney

                                       47


<PAGE>


duly authorized in writing. Each Security surrendered for registration of
transfer shall be canceled by the Property Trustee (in the case of Capital
Securities) or the Trust (in the case of Common Securities). A transferee of a
Security shall be entitled to the rights and subject to the obligations of a
Holder hereunder upon the receipt by such transferee of a Security. By
acceptance of a Security, each transferee shall be deemed to have agreed to be
bound by this Declaration.

SECTION 9.2 TRANSFER PROCEDURES AND RESTRICTIONS

            (a) GENERAL. Except as otherwise provided in Section 9.2(b), if
Capital Securities are issued upon the transfer, exchange or replacement of
Capital Securities bearing the Restricted Securities Legend set forth in Exhibit
A-1 hereto, or if a request is made to remove such Restricted Securities Legend
on Capital Securities, the Capital Securities so issued shall bear the
Restricted Securities Legend, or the Restricted Securities Legend shall not be
removed, as the case may be, unless there is delivered to the Trust and the
Property Trustee such satisfactory evidence, which shall include an Opinion of
Counsel licensed to practice law in the State of New York, as may be reasonably
required by the Sponsor and the Property Trustee, that neither the legend nor
the restrictions on transfer set forth therein are required to ensure that
transfers thereof are made pursuant to an exception from the registration
requirements of the Securities Act or, with respect to Restricted Securities,
that such Securities are not "restricted" within the meaning of Rule 144. Upon
provision of such satisfactory evidence, the Property Trustee, at the written
direction of the Trust, shall authenticate and deliver Capital Securities that
do not bear the legend.

            (b) TRANSFERS AFTER EFFECTIVENESS OF A REGISTRATION STATEMENT. After
the effectiveness of a Registration Statement with respect to any Capital
Securities, all requirements pertaining to legends on such Capital Securities
will cease to apply, except for the requirements pertaining to the minimum
transfer requirements of $100,000, and beneficial interests in a Capital
Security in global form without legends will be available to transferees of such
Capital Securities, upon exchange of the transferring holder's Restricted
Definitive Capital Security or directions to transfer such Holder's beneficial
interest in the Global Capital Security as the case may be. No such transfer or
exchange of a Restricted Definitive Capital Security or of an interest in the
Global Capital Security shall be effective unless the transferor delivers to the
Trust a certificate in a form substantially similar to that attached hereto as
the form of "Assignment" in Exhibit A-1. Except as otherwise provided in Section
9.2(m), after the effectiveness of a Registration Statement, the Trust shall
issue and the Property Trustee, upon a written order of the Trust signed by one
Administrative Trustee, shall authenticate a Capital Security in global form
without the

                                       48


<PAGE>


Restricted Securities Legend (the "Unrestricted Global Capital Security") to
deposit with the Clearing Agency to evidence transfers of beneficial interests
from the (i) Global Capital Security and (ii) Restricted Definitive Capital
Securities.

            (c) TRANSFER AND EXCHANGE OF DEFINITIVE CAPITAL SECURITIES. When
Definitive Capital Securities are presented to the Registrar or co-Registrar

            (x) to register the transfer of such Definitive Capital Securities;
      or

            (y) to exchange such Definitive Capital Securities which became
      mutilated, destroyed, defaced, stolen or lost, for an equal number of
      Definitive Capital Securities,

the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
PROVIDED, HOWEVER, that the Definitive Capital Securities surrendered for
transfer or exchange:

            (i) shall be duly endorsed or accompanied by a written instrument of
      transfer in form reasonably satisfactory to the Trust and the Registrar or
      co-registrar, duly executed by the Holder thereof or his attorney duly
      authorized in writing; and

            (ii) in the case of Definitive Capital Securities that are
      Restricted Definitive Capital Securities:

                    (A) if such Restricted Capital Securities are being
            delivered to the Registrar by a Holder for registration in the name
            of such Holder, without transfer, a certification from such Holder
            to that effect; or

                    (B) if such Restricted Capital Securities are being
            transferred: (i) a certification from the transferor in a form
            substantially similar to that attached hereto as the form of
            "Assignment" in Exhibit A-1, and (ii) if the Trust or Registrar so
            requests, evidence reasonably satisfactory to them as to the
            compliance with the restrictions set forth in the Restricted
            Securities Legend.

            (d) RESTRICTIONS ON TRANSFER OF A DEFINITIVE CAPITAL SECURITY FOR A
BENEFICIAL INTEREST IN A GLOBAL CAPITAL SECURITY. A Definitive Capital Security
may not be exchanged for a beneficial interest in a Global Capital Security
except upon satisfaction of the requirements set forth below. Upon receipt by
the Property Trustee of a Definitive Capital Security, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the
Property Trustee, together with:

                                       49


<PAGE>


            (i) if such Definitive Capital Security is a Restricted Capital
      Security, certification (in a form substantially similar to that attached
      hereto as the form of "Assignment" in Exhibit A-1); and

            (ii) whether or not such Definitive Capital Security is a Restricted
      Capital Security, written instructions directing the Property Trustee to
      make, or to direct the Clearing Agency to make, an adjustment on its books
      and records with respect to the appropriate Global Capital Security to
      reflect an increase in the number of the Capital Securities represented by
      such Global Capital Security,

then the Property Trustee shall cancel such Definitive Capital Security and
cause, or direct the Clearing Agency to cause, the aggregate number of Capital
Securities represented by the appropriate Global Capital Security to be
increased accordingly. If no Global Capital Securities are then outstanding, the
Trust shall issue and the Property Trustee shall authenticate, upon written
order of any Administrative Trustee, an appropriate number of Capital Securities
in global form.

            (e) TRANSFER AND EXCHANGE OF GLOBAL CAPITAL SECURITIES. Subject to
Section 9.02(f), the transfer and exchange of Global Capital Securities or
beneficial interests therein shall be effected through the Clearing Agency, in
accordance with this Declaration (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Clearing Agency therefor.

            (f) TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL CAPITAL SECURITY
FOR A DEFINITIVE CAPITAL SECURITY.

            (i) Any Person having a beneficial interest in a Global Capital
      Security may upon request, but only upon 20 days prior notice to the
      Property Trustee, and if accompanied by the information specified below,
      exchange such beneficial interest for a Definitive Capital Security
      representing the same number of Capital Securities. Upon receipt by the
      Property Trustee from the Clearing Agency or its nominee on behalf of any
      Person having a beneficial interest in a Global Capital Security of
      written instructions or such other form of instructions as is customary
      for the Clearing Agency or the Person designated by the Clearing Agency as
      having such a beneficial interest in a Restricted Capital Security and a
      certification from the transferor (in a form substantially similar to that
      attached hereto as the form of "Assignment" in Exhibit A-1), which may be
      submitted by facsimile, then the Property Trustee will cause the aggregate
      number of Capital Securities represented by Global Capital Securities to
      be reduced on its books and records and, following such reduction, the
      Trust will execute and the

                                       50


<PAGE>


      Property Trustee will authenticate and make available for delivery to the
      transferee a Definitive Capital Security.

            (ii) Definitive Capital Securities issued in exchange for a
      beneficial interest in a Global Capital Security pursuant to this Section
      9.2(f) shall be registered in such names and in such authorized
      denominations as the Clearing Agency, pursuant to instructions from its
      Participants or Indirect Participants or otherwise, shall instruct the
      Property Trustee in writing. The Property Trustee shall deliver such
      Capital Securities to the persons in whose names such Capital Securities
      are so registered in accordance with such instructions of the Clearing
      Agency.

            (g) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL CAPITAL
SECURITIES. Notwithstanding any other provisions of this Declaration (other than
the provisions set forth in subsection (h) of this Section 9.2), a Global
Capital Security may not be transferred as a whole except by the Clearing Agency
to a nominee of the Clearing Agency or another nominee of the Clearing Agency or
by the Clearing Agency or any such nominee to a successor Clearing Agency or a
nominee of such successor Clearing Agency.

            (h) AUTHENTICATION OF DEFINITIVE CAPITAL SECURITIES. If at any time:

            (i) there occurs a Default or an Event of Default which is
      continuing, or

            (ii) the Trust, in its sole discretion, notifies the Property
      Trustee in writing that it elects to cause the issuance of Definitive
      Capital Securities under this Declaration,

then the Trust will execute, and the Property Trustee, upon receipt of a written
order of the Trust signed by one Administrative Trustee requesting the
authentication and delivery of Definitive Capital Securities to the Persons
designated by the Trust, will authenticate and make available for delivery
Definitive Capital Securities, equal in number to the number of Capital
Securities represented by the Global Capital Securities, in exchange for such
Global Capital Securities.

            (i) LEGEND.

            (i) Except as permitted by the following paragraph (ii), each
      Capital Security certificate evidencing the Global Capital Securities and
      the Definitive Capital Securities (and all Capital Securities issued in
      exchange therefor

                                       51


<PAGE>


      or substitution thereof) shall bear a legend (the "Restricted Securities
      Legend") in substantially the following form:

            THIS CAPITAL SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
            ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
            SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS
            CAPITAL SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
            REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
            OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
            SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

            THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF AGREES
            TO OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL SECURITY, PRIOR TO
            THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE
            YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE
            LAST DATE ON WHICH THE CORPORATION OR ANY "AFFILIATE" OF THE
            CORPORATION WAS THE OWNER OF THIS CAPITAL SECURITY (OR ANY
            PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO THE CORPORATION,
            (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
            EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS CAPITAL
            SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS
            A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT
            PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
            INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
            BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
            SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
            WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO
            AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
            SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
            SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN
            ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
            INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
            OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
            THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
            FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT

                                       52


<PAGE>


            TO THE RIGHT OF THE TRUST AND THE CORPORATION PRIOR TO ANY SUCH
            OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D), (E) OR (F) TO
            REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR
            OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) PURSUANT TO
            CLAUSE (E), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
            APPEARING ON THE REVERSE OF THIS CAPITAL SECURITY IS COMPLETED AND
            DELIVERED BY THE TRANSFEREE TO THE TRUST. SUCH HOLDER FURTHER AGREES
            THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CAPITAL SECURITY IS
            TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

            (ii) Upon any sale or transfer of a Restricted Capital Security
      (including any Restricted Capital Security represented by a Global Capital
      Security) pursuant to an effective registration statement under the
      Securities Act or pursuant to Rule 144 under the Securities Act after such
      registration statement ceases to be effective:

                  (A) in the case of any Restricted Capital Security that is a
            Definitive Capital Security, the Registrar shall permit the Holder
            thereof to exchange such Restricted Capital Security for a
            Definitive Capital Security that does not bear the Restricted
            Securities Legend and rescind any restriction on the transfer of
            such Restricted Capital Security; and

                  (B) in the case of any Restricted Capital Security that is
            represented by a Global Capital Security, the Registrar shall permit
            the Holder of such Global Capital Security to exchange such Global
            Capital Security for another Global Capital Security that does not
            bear the Restricted Securities Legend.

            (j) CANCELLATION OR ADJUSTMENT OF GLOBAL CAPITAL SECURITY. At such
time as all beneficial interests in a Global Capital Security have either been
exchanged for Definitive Capital Securities to the extent permitted by this
Declaration or redeemed, repurchased or canceled in accordance with the terms of
this Declaration, such Global Capital Security shall be returned to the Clearing
Agency for cancellation or retained and canceled by the Property Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global Capital
Security is exchanged for Definitive Capital Securities, Capital Securities
represented by such Global Capital Security shall be reduced and an adjustment
shall be made on the books and records of the Property Trustee (if it is then
the custodian for such Global Capital Security) with respect to such Global
Capital Security, by the

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Property Trustee or the Securities Custodian, to reflect such reduction.

            (k) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF CAPITAL
SECURITIES.

            (i) To permit registrations of transfers and exchanges, the Trust
      shall execute and the Property Trustee shall authenticate Definitive
      Capital Securities and Global Capital Securities at the Registrar's or
      co-Registrar's request in accordance with the terms of this Declaration.

            (ii) Registrations of transfers or exchanges will be effected
      without charge, but only upon payment (with such indemnity as the Trust or
      the Sponsor may require) in respect of any tax or other governmental
      charge that may be imposed in relation to it.

            (iii) The Registrar or co-registrar shall not be required to
      register the transfer of or exchange of (a) Capital Securities during a
      period beginning at the opening of business 15 days before the day of
      mailing of a notice of redemption or any notice of selection of Capital
      Securities for redemption and ending at the close of business on the day
      of such mailing; or (b) any Capital Security so selected for redemption in
      whole or in part, except the unredeemed portion of any Capital Security
      being redeemed in part.

            (iv) Prior to the due presentation for registrations of transfer of
      any Capital Security, the Trust, the Property Trustee, the Paying Agent,
      the Registrar or any co-registrar may deem and treat the person in whose
      name a Capital Security is registered as the absolute owner of such
      Capital Security for the purpose of receiving Distributions on such
      Capital Security and for all other purposes whatsoever, and none of the
      Trust, the Property Trustee, the Paying Agent, the Registrar or any
      co-registrar shall be affected by notice to the contrary.

            (v) All Capital Securities issued upon any transfer or exchange
      pursuant to the terms of this Declaration shall evidence the same security
      and shall be entitled to the same benefits under this Declaration as the
      Capital Securities surrendered upon such transfer or exchange.

            (l) NO OBLIGATION OF THE PROPERTY TRUSTEE.

            (i) The Property Trustee shall have no responsibility or obligation
      to any beneficial owner of a Global Capital Security, a Participant in the
      Clearing Agency or other Person with respect to the accuracy of the
      records of the Clearing Agency or its nominee or of any Participant

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      thereof, with respect to any ownership interest in the Capital Securities
      or with respect to the delivery to any Participant, beneficial owner or
      other Person (other than the Clearing Agency) of any notice (including any
      notice of redemption) or the payment of any amount, under or with respect
      to such Capital Securities. All notices and communications to be given to
      the Holders and all payments to be made to Holders under the Capital
      Securities shall be given or made only to or upon the order of the
      registered Holders (which shall be the Clearing Agency or its nominee in
      the case of a Global Capital Security). The rights of beneficial owners in
      any Global Capital Security shall be exercised only through the Clearing
      Agency subject to the applicable rules and procedures of the Clearing
      Agency. The Property Trustee may conclusively rely and shall be fully
      protected in relying upon information furnished by the Clearing Agency or
      any agent thereof with respect to its Participants and any beneficial
      owners.

            (ii) The Property Trustee and Registrar shall have no obligation or
      duty to monitor, determine or inquire as to compliance with any
      restrictions on transfer imposed under this Declaration or under
      applicable law with respect to any transfer of any interest in any Capital
      Security (including any transfers between or among Clearing Agency
      Participants or beneficial owners in any Global Capital Security) other
      than to require delivery of such certificates and other documentation or
      evidence as are expressly required by, and to do so if and when expressly
      required by, the terms of this Declaration, and to examine the same to
      determine substantial compliance as to form with the express requirements
      hereof.

            (m) EXCHANGE OF SERIES A CAPITAL SECURITIES FOR SERIES B CAPITAL
SECURITIES. The Series A Capital Securities may be exchanged for Series B
Securities pursuant to the terms of the Exchange Offer. The Trustee shall make
the exchange as follows:

            The Sponsor shall present the Property Trustee with an Officers'
Certificate certifying the following:

                  (A)   upon issuance of the Series B Capital Securities, the
                        transactions contemplated by the Exchange Offer have
                        been consummated; and

                  (B)   the number of Series A Capital Securities properly
                        tendered in the Exchange Offer that are represented by a
                        Global Capital Security and the number of Series A
                        Capital Securities properly tendered in the Exchange
                        Offer that are represented by

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                        Definitive Capital Securities, the name of each Holder
                        of such Definitive Capital Securities, the liquidation
                        amount of Capital Securities properly tendered in the
                        Exchange Offer by each such Holder and the name and
                        address to which Definitive Capital Securities for
                        Series B Capital Securities shall be registered and sent
                        for each such Holder.

            The Property Trustee, upon receipt of (i) such Officers'
Certificate, (ii) an Opinion of Counsel (x) to the effect that the Series B
Capital Securities have been registered under Section 5 of the Securities Act
and the Indenture has been qualified under the Trust Indenture Act and (y) with
respect to the matters set forth in Section 3(p) of the Registration Rights
Agreement and (iii) a Company Order, shall authenticate (A) a Global Capital
Security for Series B Capital Securities in aggregate liquidation amount equal
to the aggregate liquidation amount of Series A Capital Securities represented
by a Global Capital Security indicated in such Officers' Certificate as having
been properly tendered and (B) Definitive Capital Securities representing Series
B Capital Securities registered in the names of, and in the liquidation amounts
indicated in such Officers' Certificate.

            If, upon consummation of the Exchange Offer, less than all the
outstanding Series A Capital Securities shall have been properly tendered and
not withdrawn, the Property Trustee shall make an endorsement on the Global
Capital Security for Series A Capital Securities indicating the reduction in the
number and aggregate liquidation amount represented thereby as a result of the
Exchange Offer.

            The Trust shall deliver such Definitive Capital Securities for
Series B Capital Securities to the Holders thereof as indicated in such
Officers' Certificate.

            (n) MINIMUM TRANSFERS. Series A Capital Securities and, when issued,
Series B Capital Securities may only be transferred in minimum blocks of
$100,000 aggregate liquidation amount. Any transfer of Series A Capital
Securities or Series B Capital Securities in a block having an aggregate
liquidation amount of less than $100,000 shall be deemed to be voided and of no
legal effect whatsoever. Any such transferee shall be deemed not to be a holder
of such Series A or Series B Capital Securities for any purpose, including, but
not limited to, the receipt of payments on such Capital Securities, and such
transferee shall be deemed to have no interest whatsoever in such Capital
Securities.

SECTION 9.3 DEEMED SECURITY HOLDERS.

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

SECTION 9.4 BOOK ENTRY INTERESTS.

            Global Capital Securities shall initially be registered on the books
and records of the Trust in the name of Cede & Co., the nominee of the Clearing
Agency, and no Capital Security Beneficial Owner will receive a definitive
Capital Security Certificate representing such Capital Security Beneficial
Owner's interests in such Global Capital Securities, except as provided in
Section 9.2 and Section 7.9. Unless and until definitive, fully registered
Capital Securities certificates have been issued to the Capital Security
Beneficial Owners pursuant to Section 9.2 and Section 7.9:

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

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

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

            (d) the rights of the Capital Security Beneficial Owners shall be
      exercised only through the Clearing Agency and shall be limited to those
      established by law and agreements between such Capital Security Beneficial
      Owners and the Clearing Agency and/or the Clearing Agency Participants and
      receive and transmit payments of Distributions on the Global Certificates
      to such Clearing Agency Participants. DTC will make book entry transfers
      among the Clearing Agency Participants.

SECTION 9.5 NOTICES TO CLEARING AGENCY.

            Whenever a notice or other communication to the Capital Security
Holders is required under this Declaration, the Trustees

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shall give all such notices and communications specified herein to be given to
the Holders of Global Capital Securities to the Clearing Agency, and shall have
no notice obligations to the Capital Security Beneficial Owners.

SECTION 9.6 APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

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

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

SECTION 10.1 LIABILITY.

            (a) Except as expressly set forth in this Declaration, the
Securities Guarantees and the terms of the Securities, the Sponsor shall not be:

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

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

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

            (c) Pursuant to Section. 3803(a) of the Business Trust Act, the
Holders 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 10.2 EXCULPATION.

            (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this

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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 willful misconduct with respect to such acts or omissions.

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

SECTION 10.3 FIDUCIARY DUTY.

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

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

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

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

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

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

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

SECTION 10.4 INDEMNIFICATION.

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

            (ii) The Debenture Issuer shall indemnify, to the full extent
      permitted by law, any Company Indemnified Person who was or is a party or
      is threatened to be made a party to any threatened, pending or completed
      action or suit by or in the right of the Trust to procure a judgment in
      its favor by reason of the fact that he is or was a Company Indemnified

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      Person against expenses (including attorneys' fees and expenses) actually
      and reasonably incurred by him in connection with the defense or
      settlement of such action or suit if he acted in good faith and in a
      manner he reasonably believed to be in or not opposed to the best
      interests of the Trust and except that no such indemnification shall be
      made in respect of any claim, issue or matter as to which such Company
      Indemnified Person shall have been adjudged to be liable to the Trust
      unless and only to the extent that the Court of Chancery of Delaware or
      the court in which such action or suit was brought shall determine upon
      application that, despite the adjudication of liability but in view of all
      the circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses which such Court of Chancery or
      such other court shall deem proper.

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

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

            (v) Expenses (including attorneys' fees and expenses) incurred by a
      Company Indemnified Person in defending a civil, criminal, administrative
      or investigative action, suit or proceeding referred to in paragraphs (i)
      and (ii) of this Section 10.4(a) shall be paid by the Debenture Issuer in
      advance of the final disposition of such action, suit or proceeding upon
      receipt of an undertaking by or on behalf of such Company Indemnified
      Person to repay such amount if it

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      shall ultimately be determined that he is not entitled to be indemnified
      by the Debenture Issuer as authorized in this Section 10.4(a).
      Notwithstanding the foregoing, no advance shall be made by the Debenture
      Issuer if a determination is reasonably and promptly made (i) by the
      Administrative Trustees by a majority vote of a quorum of disinterested
      Administrative Trustees, (ii) if such a quorum is not obtainable, or, even
      if obtainable, if a quorum of disinterested Administrative Trustees so
      directs, by independent legal counsel in a written opinion or (iii) the
      Common Security Holder of the Trust, that, based upon the facts known to
      the Administrative Trustees, counsel or the Common Security Holder at the
      time such determination is made, such Company Indemnified Person acted in
      bad faith or in a manner that such person did not believe to be in or not
      opposed to the best interests of the Trust, or, with respect to any
      criminal proceeding, that such Company Indemnified Person believed or had
      reasonable cause to believe his conduct was unlawful. In no event shall
      any advance be made in instances where the Administrative Trustees,
      independent legal counsel or Common Security Holder reasonably determine
      that such person deliberately breached his duty to the Trust or its Common
      or Capital Security Holders.

            (vi) The indemnification and advancement of expenses provided by, or
      granted pursuant to, the other paragraphs of this Section 10.4(a) shall
      not be deemed exclusive of any other rights to which those seeking
      indemnification and advancement of expenses may be entitled under any
      agreement, vote of stockholders or disinterested directors of the
      Debenture Issuer or Capital Security Holders of the Trust or otherwise,
      both as to action in his official capacity and as to action in another
      capacity while holding such office. All rights to indemnification under
      this Section 10.4(a) shall be deemed to be provided by a contract between
      the Debenture Issuer and each Company Indemnified Person who serves in
      such capacity at any time while this Section 10.4(a) is in effect. Any
      repeal or modification of this Section 10.4(a) shall not affect any rights
      or obligations then existing.

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

            (viii) For purposes of this Section 10.4(a), references to "the
      Trust" shall include, in addition to the resulting or surviving entity,
      any constituent entity

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

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

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

SECTION 10.5 OUTSIDE BUSINESSES.

            Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee 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 business of the Trust, and the Trust and the Holders shall
have no rights by virtue of this Declaration in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. No Covered Person, the Sponsor, the Delaware Trustee, or the
Property Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character

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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.

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1 FISCAL YEAR.

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

SECTION 11.2 CERTAIN ACCOUNTING MATTERS.

            (a) At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. 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 Administrative Trustees.

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

            (c) The Administrative Trustees shall cause to be duly prepared and
filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be
filed by

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the Administrative Trustees on behalf of the Trust with any state or local
taxing authority.

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SECTION 11.3 Banking.

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

SECTION 11.4 WITHHOLDING.

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

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1 AMENDMENTS.

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

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

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

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

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

            (i) unless, in the case of any proposed amendment, the Property
      Trustee shall have first 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 which affects the
      rights, powers, duties, obligations or immunities of the Property Trustee,
      the Property Trustee shall have first received:

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

                  (B) an opinion of counsel (who 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),

      PROVIDED, HOWEVER, that the Property Trustee shall not be required to sign
any such amendment; and

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

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

                  (B) reduce or otherwise adversely affect the powers of the
            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, any amendment that would

                                       67


<PAGE>


adversely affect the rights, privileges or preferences of any Holder may be
effected only with such additional requirements as may be set forth in the terms
of such Securities;

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

            (e) Article Four shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities and;

            (f) The rights of the holders of the Common Securities under Article
Five to increase or decrease the number of, and appoint and remove Trustees
shall not be amended without the consent of the Holders of a Majority in
liquidation amount of the Common Securities; and

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

            (i) cure any ambiguity, correct or supplement any provision in this
      Declaration that may be inconsistent with any other provision of this
      Declaration or to make any other provisions with respect to matters or
      questions arising under this Declaration which shall not be inconsistent
      with the other provisions of the Declaration; and

            (ii) to modify, eliminate or add to any provisions of the
      Declaration to such extent as shall be necessary to ensure that the Trust
      will be classified for United States federal income tax purposes as a
      grantor trust 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, HOWEVER, that in the case of clause (i), such action shall not
adversely affect in any material respect the interests of the Holders, and any
amendments of this Declaration shall become effective when notice thereof is
given to the Holders.

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

            (a) Meetings of the Holders of any class of Securities may be called
at any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Capital
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 10%

                                       68


<PAGE>


in liquidation amount of such class of Securities. Such direction shall be given
by delivering to the Administrative Trustees one or more notice in a writing
stating that the signing Holders wish to call a meeting and indicating the
general or specific purpose for which the meeting is to be called. Any Holders
calling a meeting shall specify in writing the Security Certificates held by the
Holders exercising the right to call a meeting 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.

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

            (i) notice of any such meeting shall be given to all the Holders
      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 is permitted or required under this Declaration or the
      rules of any stock exchange on which the Capital Securities are listed or
      admitted for trading, such vote, consent or approval may be given at a
      meeting of the Holders. Any action that may be taken at a meeting of the
      Holders may be taken without a meeting if a consent in writing setting
      forth the action so taken is signed by the Holders 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 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 entitled to vote who have not consented in writing. The
      Administrative Trustees may specify that any written ballot submitted to
      the Security Holder for the purpose of taking any action without a meeting
      shall be returned to the Trust within the time specified by the
      Administrative Trustees;

            (ii) each Holder may authorize any Person to act for it by proxy on
      all matters in which a 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 executing it. Except as otherwise
      provided herein, all matters relating to the giving, voting or validity of
      proxies shall be governed by the General Corporation Law of the State of
      Delaware relating to proxies, and judicial interpretations thereunder, as
      if the Trust were a Delaware corporation and the Holders were stockholders
      of a Delaware corporation;

                                       69

<PAGE>


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

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

                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1 REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

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

            (a) The Property Trustee is a New York banking corporation with
trust powers and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, this Declaration;

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

            (c) The execution, delivery and performance of this Declaration by
the Property Trustee does not conflict with or

                                       70


<PAGE>


constitute a breach of the charter or by-laws of the Property Trustee; and

            (d) No consent, approval or authorization of, or registration with
or notice to, any New York State or federal banking authority is required for
the execution, delivery or performance by the Property Trustee of this
Declaration.

SECTION 13.2 REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.

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

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

            (b) The execution, delivery and performance by the Delaware Trustee
of this Declaration has been duly authorized by all necessary corporate action
on the part of the Delaware Trustee. This Declaration has been duly executed and
delivered by the Delaware Trustee and constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

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

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

                                       71


<PAGE>


                                   ARTICLE XIV
                               REGISTRATION RIGHTS

SECTION 14.1 REGISTRATION RIGHTS AGREEMENT.

            The Holders of the Capital Securities, the Debentures and the
Capital Securities Guarantee (collectively, the "Registrable Securities") are
entitled to the benefits of a Registration Rights Agreement.

                                   ARTICLE XV
                                  MISCELLANEOUS

SECTION 15.1 NOTICES.

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

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

                    OnBank Capital Trust I
                    101 South Salina Street
                    P.O. Box 4983
                    Syracuse, New York  13221-4983

                    Attention: William M. LeBeau,
                               Administrative Trustee

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

                    The Bank of New York (Delaware)
                    23 White Clay Center
                    Route 273
                    Newark, Delaware 19711

                    Attention: Corporate Trust Department

            (c) if given to the Property Trustee, at the Property Trustee's
mailing address set forth below (or such other address as the Property Trustee
may give notice of to the Holders):

                    The Bank of New York
                    101 Barclay Street, 21 West
                    New York, New York 10283

                                       72


<PAGE>


                    Attention: Corporate Trust
                               Trustee Administration

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

                    ONBANCorp, Inc.
                    101 South Salina Street
                    Syracuse, New York  13221-4983

                    Attention: Robert J. Berger,
                               Senior Vice President,
                               Treasurer and Chief Financial
                               Officer

            (e) if given to any other Holder, at the address set forth on the
books and records 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 15.2 GOVERNING LAW.

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

SECTION 15.3 INTENTION OF THE PARTIES.

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

SECTION 15.4 HEADINGS.

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

                                       73


<PAGE>


SECTION 15.5 SUCCESSORS AND ASSIGNS

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

SECTION 15.6 PARTIAL ENFORCEABILITY.

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

SECTION 15.7 COUNTERPARTS.

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

                                       74


<PAGE>


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


                                    /s/ Donald G. Cook
                                    ----------------------------------
                                    Donald G. Cook, as Administrative
                                    Trustee


                                    /s/ William LeBeau
                                    ----------------------------------
                                    William LeBeau, as Administrative
                                    Trustee


                                    /s/ Randy J. Wiley
                                    ----------------------------------
                                    Randy J. Wiley, as Administrative
                                    Trustee


                                    THE BANK OF NEW YORK (Delaware)
                                    as Delaware Trustee


                                    By: /s/ Walter Gitlin
                                       -------------------------------
                                       Name: Walter Gitlin
                                       Title: Authorized Signatory

                                    THE BANK OF NEW YORK
                                      as Property Trustee


                                    By: /s/ Vivian Georges
                                       -------------------------------
                                       Name: Vivian Georges
                                       Title: Assistance Vice President

                                    ONBANCorp, Inc.
                                    as Sponsor


                                    By: /s/ Robert J. Berger
                                       -------------------------------
                                       Name: Robert J. Berger
                                       Title: Chief Financial Officer


<PAGE>


                                ANNEX I

                                TERMS OF
               9.25% SERIES A/SERIES B CAPITAL SECURITIES
                         9.25% COMMON SECURITIES

            Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of February 4, 1997 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration or, if not defined in such Declaration, as defined in the Offering
Memorandum referred to below in Section 2(c) of this Annex I):

            1. DESIGNATION AND NUMBER.

            (a) CAPITAL SECURITIES. 60,000 Series A Capital Securities of the
Trust and 60,000 Series B Capital Securities of the Trust, each series with an
aggregate liquidation amount with respect to the assets of the Trust of sixty
million dollars ($60,000,000), and each with a liquidation amount with respect
to the assets of the Trust of $1,000 per security, are hereby designated for the
purposes of identification only as "9.25% Series A Capital Securities" and
"9.25% Series B Capital Securities", respectively (collectively, the "Capital
Securities"). The certificates evidencing the Capital Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any exchange or
quotation system on or in which the Capital Securities are listed, traded or
quoted.

            (b) COMMON SECURITIES. 1,856 Common Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust of one
million eight hundred fifty-six thousand dollars ($1,856,000) and a liquidation
amount with respect to the assets of the Trust of $1,000 per security, are
hereby designated for the purposes of identification only as "9.25% Common
Securities" (collectively, the "Common Securities"). The certificates evidencing
the Common Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

                                       I-1


<PAGE>


            2. DISTRIBUTIONS.

            (a) Distributions payable on each Security will be fixed at a rate
per annum of 9.25% (the "Coupon Rate") of the liquidation amount of $1,000 per
Security (the "Liquidation Amount"), such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one semi-annual period will bear additional distributions
thereon compounded semi-annually at the Coupon Rate (to the extent permitted by
applicable law). Pursuant to the Registration Rights Agreement, in certain
limited circumstances the Debenture Issuer will be required to pay Liquidated
Damages (as defined in the Registration Rights Agreement) with respect to the
Debentures. The term "Distributions", as used herein, includes distributions of
any such interest and Liquidated Damages payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds on hand legally available therefor.

            (b) Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from February 4, 1997, and will be payable
semi-annually in arrears on February 1 and August 1 of each year, commencing on
August 1, 1997 (each, a "Distribution Date"), except as otherwise described
below. Distributions will be computed on the basis of a 360-day year consisting
of twelve 30-day months and for any period less than a full calendar month on
the basis of the actual number of days elapsed in such month. As long as no
Event of Default has occurred and is continuing under the Indenture, the
Debenture Issuer has the right under the Indenture to defer payments of interest
by extending the interest payment period at any time and from time to time on
the Debentures for a period not exceeding 10 consecutive semi-annual periods,
including the first such semi-annual period during such period (each an
"Extension Period"), during which Extension Period no interest shall be due and
payable on the Debentures, PROVIDED THAT no Extension Period shall end on a date
other than an Interest Payment Date for the Debentures or extend beyond the
Maturity Date of the Debentures. As a consequence of such deferral,
Distributions will also be deferred. Despite such deferral, Distributions will
continue to accumulate with additional Distributions thereon (to the extent
permitted by applicable law but not at a rate greater than the rate at which
interest is then accruing on the Debentures) at the Coupon Rate compounded
semi-annually during any such Extension Period. Prior to the termination of any
such Extension Period, the Debenture Issuer may further defer payments of
interest by further extending such Extension Period; PROVIDED THAT such
Extension Period, together with all such previous and further extensions within
such Extension Period, may not exceed 10 consecutive semi-annual periods,
including the first semi-annual

                                       I-2


<PAGE>


period during such Extension Period, or extend beyond the Maturity Date of the
Debentures. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

            (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the fifteenth
day of the month immediately preceding the month in which the relevant
Distribution Date occurs, which Distribution Dates correspond to the interest
payment dates on the Debentures. Subject to any applicable laws and regulations
and the provisions of the Declaration, each such payment in respect of the
Capital Securities will be made as described under the heading "Description of
Capital Securities -- Form, Denomination, Book-Entry Procedures and Transfer" in
the Offering Memorandum dated January 30, 1997, of the Debenture Issuer and the
Trust relating to the Securities and the Debentures. The relevant record dates
for the Common Securities shall be the same as the record dates for the Capital
Securities. Distributions payable on any Securities that are not punctually paid
on any Distribution Date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures, will cease to be payable to the Holder on
the relevant record date, and such defaulted Distribution will instead 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 the
Indenture. If any date on which Distributions are payable on the Securities is
not a Business Day, then payment of the Distribution payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), except that if such
next succeeding Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day with the same
force and effect as if made on such date.

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

            3. LIQUIDATION DISTRIBUTION UPON DISSOLUTION.

            In the event of any termination of the Trust or the Sponsor
otherwise gives notice of its election to liquidate the Trust pursuant to
Section 8.1(a)(iii) of the Declaration, the Trust shall be liquidated by the
Administrative Trustees as expeditiously as the Administrative Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to the Holders a Like
Amount (as defined below) of the Debentures, unless such distribution is
determined by the Property Trustee

                                       I-3


<PAGE>


not to be practicable, in which event such Holders will be entitled to receive
Pro Rata out of the assets of the Trust legally available for distribution to
Holders, after satisfaction of liabilities to creditors of the Trust as provided
by applicable law, an amount equal to the aggregate of the liquidation amount of
$1,000 per Security plus accumulated and unpaid Distributions thereon to the
date of payment (such amount being the "Liquidation Distribution").

            "Like Amount" means (i) with respect to a redemption of the
Securities, Securities having a Liquidation Amount equal to the principal amount
of Debentures to be paid in accordance with their terms and (ii) with respect to
a distribution of Debentures upon the liquidation of the Trust, Debentures
having a principal amount equal to the Liquidation Amount of the Securities of
the Holder to whom such Debentures are distributed.

            If, upon any such liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets on hand legally
available to pay in full the aggregate Liquidation Distribution, then the
amounts payable directly by the Trust on the Securities shall be paid on a Pro
Rata basis.

            4. REDEMPTION AND DISTRIBUTION.

          (a) Upon the repayment of the Debentures in whole or in part, at
maturity or upon early redemption (either at the option of the Debenture Issuer
or pursuant to a Special Event, as described below), the proceeds from such
repayment shall be simultaneously applied by the Property Trustee (subject to
the Property Trustee having received notice no later than 45 days prior to such
repayment) to redeem a Like Amount of the Securities at a redemption price equal
to (i) in the case of the repayment of the Debentures at maturity, the Maturity
Redemption Price (as defined below), (ii) in the case of the optional redemption
of the Debentures upon the occurrence and continuation of a Special Event, the
Special Event Redemption Price (as defined below) and (iii) in the case of the
optional redemption of the Debentures on or after February 1, 2007, the Optional
Redemption Price (as defined below). The Maturity Redemption Price, the Special
Event Redemption Price and the Optional Redemption Price are referred to
collectively as the "Redemption Price". Holders will be given not less than 30
nor more than 60 days notice of such redemption.

          (b) (i) The "Maturity Redemption Price", with respect to a redemption
of Securities, shall mean an amount equal to the principal of and accrued and
unpaid interest on the Debentures as of the maturity date thereof.

            (ii) In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the

                                       I-4


<PAGE>


Securities will be redeemed Pro Rata and the Capital Securities to be redeemed
will be determined as described in Section 4(f)(ii) below. Upon the entry of an
order for the dissolution of the Trust by a court of competent jurisdiction, the
Debentures thereafter will be subject to optional repayment, in whole, but not
in part, on or after February 1, 2007 (the "Initial Optional Redemption Date").

            The Debenture Issuer shall have the right (subject to the conditions
in the Indenture) to elect to redeem the Debentures in whole or in part at any
time on or after the Initial Optional Redemption Date, upon not less than 30
days and not more than 60 days notice, at the Optional Redemption Price and,
simultaneous with such redemption, to cause a Like Amount of the Securities to
be redeemed by the Trust at the Optional Redemption Price on a Pro Rata basis.
"Optional Redemption Price" shall mean a price equal to the percentage of the
liquidation amount of Securities to be redeemed plus accumulated and unpaid
Distributions thereon, if any, to the date of such redemption if redeemed during
the 12-month period beginning February 1, of the years indicated below:

<TABLE>
<CAPTION>

                    Year                           Percentage
                    ----                           ----------
<S>                 <C>                             <C>
                    2007                            104.625%
                    2008                            104.163%
                    2009                            103.700%
                    2010                            103.238%
                    2011                            102.775%
                    2012                            102.313%
                    2013                            101.850%
                    2014                            101.388%
                    2015                            100.925%
                    2016                            100.463%
                    2017 and thereafter             100.000%
</TABLE>


            (c) If at any time a Tax Event or a Regulatory Capital Event (each
as defined below, and each a "Special Event") occurs, the Debenture Issuer shall
have the right (subject to the conditions set forth in the Indenture) at any
time prior to the Initial Optional Redemption Date, upon not less than 30 nor
more than 60 days notice, to redeem the Debentures in whole, but not in part,
within the 90 days following the occurrence of such Special Event (the "90 Day
Period"), and, simultaneous with such redemption, to cause a Like Amount of the
Securities to be redeemed by the Trust at the Special Event Redemption Price on
a Pro Rata basis.

            "Tax Event" shall occur upon receipt by the Debenture Issuer and the
Trust of an Opinion of Counsel experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced prospective
change) in, the laws

                                       I-5


<PAGE>


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 pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after February 4, 1997, there is
more than an insubstantial risk that (i) the Trust is, or will be within 90 days
of the date of such opinion, subject to United States federal income tax with
respect to income received or accrued on the Debentures, (ii) interest payable
by the Debenture Issuer on the Debentures is not, or within 90 days of the date
of such opinion, will not be, deductible by the Debenture Issuer, in whole or in
part, for United States federal income tax purposes, or (iii) the Trust is, or
will be within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

            "Regulatory Capital Event" shall mean that the Debenture Issuer
shall have received an opinion of independent bank regulatory counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any rules, guidelines or
policies of the Federal Reserve Board or (b) any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such pronouncement or
decision is announced on or after February 4, 1997, the Capital Securities do
not constitute, or within 90 days of the date thereof, will not constitute, Tier
1 Capital (or its then equivalent); PROVIDED, HOWEVER, that the distribution of
the Debentures in connection with the liquidation of the Trust by the Debenture
Issuer shall not in and of itself constitute a Regulatory Capital Event unless
such liquidation shall have occurred in connection with a Tax Event.

            "Special Event Redemption Price" shall mean, with respect to a
redemption of Securities, a price equal to the greater of (i) 100% of the
principal of a Like Amount of Debentures to be redeemed or (ii) the sum, as
determined by a Quotation Agent (as defined in the Indenture), of the present
values of the principal amount and premium payable as part of the prepayment
price with respect to an optional redemption of a Like Amount of the Debentures
on the Initial Optional Redemption Date, together with scheduled payments of
interest on the Debentures from the redemption date to and including the Initial
Optional Redemption Date, discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined in the Indenture), plus, in the case of each
of clauses (i) and (ii), accumulated but unpaid Distributions thereon, if any,
to the date of such redemption.

                                       I-6


<PAGE>


            (d) On and from the date fixed by the Administrative Trustees for
any distribution of Debentures and liquidation of the Trust: (i) the Securities
will no longer be deemed to be outstanding, (ii) the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee), as the Holder of the
Capital Securities, will receive a registered global certificate or certificates
representing the Debentures to be delivered upon such distribution and any
certificates representing Securities not held by the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee) will be deemed to
represent beneficial interests in a Like Amount of Debentures until such
certificates are presented to the Debenture Issuer or its agent for transfer or
reissue.

            (e) The Trust may not redeem fewer than all the outstanding
Securities unless all accumulated and unpaid Distributions have been paid on all
Securities for all semi-annual Distribution periods terminating on or before the
date of redemption.

            (f) The procedure with respect to redemptions or distributions of
Securities shall be as follows:

            (i) Notice of any redemption of, or notice of distribution of
      Debentures in exchange for, the Securities (a "Redemption/Distribution
      Notice") will be given by the Trust by mail to each Holder to be redeemed
      or exchanged not fewer than 30 nor more than 60 days before the date fixed
      for redemption or exchange thereof which, in the case of a redemption,
      will be the date fixed for redemption of the Debentures. For purposes of
      the calculation of the date of redemption or exchange and the dates on
      which notices are given pursuant to this Section 4(f)(i), 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 Holders. Each
      Redemption/Distribution Notice shall be addressed to the Holders at the
      address of each such Holder appearing in the books and records of the
      Trust. 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.

            (ii) In the event that fewer than all the outstanding Securities are
      to be redeemed, the Securities to be redeemed shall be redeemed Pro Rata
      from each Holder, it being understood that, in respect of Capital
      Securities registered in the name of and held of record by the Clearing
      Agency or its nominee (or any successor Clearing Agency or its nominee) or
      any nominee, the distribution of the proceeds of such redemption will be
      made to the Clearing Agency and

                                       I-7


<PAGE>


      disbursed by such Clearing Agency in accordance with the procedures
      applied by such agency or nominee.

            (iii) If Securities are to be redeemed and the Trust gives a
      Redemption/Distribution Notice, (which notice will be irrevocable), then
      (A) with respect to Capital Securities issued in book-entry form, by 12:00
      noon, New York City time, on the redemption date, provided that the
      Debenture Issuer has paid the Property Trustee a sufficient amount of cash
      in connection with the related redemption or maturity of the Debentures by
      10:00 a.m., New York City time, on the maturity date or the date of
      redemption, as the case requires, the Property Trustee will deposit
      irrevocably with the Clearing Agency or its nominee (or successor Clearing
      Agency or its nominee) funds sufficient to pay the applicable Redemption
      Price with respect to such Capital Securities and will give the Clearing
      Agency irrevocable instructions and authority to pay the Redemption Price
      to the relevant Clearing Agency Participants, and (B) with respect to
      Capital Securities issued in certificated form and Common Securities,
      provided that the Debenture Issuer has paid the Property Trustee a
      sufficient amount of cash in connection with the related redemption or
      maturity of the Debentures, the Property Trustee will pay the relevant
      Redemption Price to the Holders by check mailed to the address of the
      relevant Holder appearing on the books and records of the Trust on the
      redemption date. If a Redemption/Distribution Notice shall have been given
      and funds deposited as required, if applicable, then immediately prior to
      the close of business on the date of such deposit, or on the redemption
      date, as applicable, Distributions will cease to accumulate on the
      Securities so called for redemption and all rights of Holders so called
      for redemption will cease, except the right of the Holders of such
      Securities to receive the Redemption Price, but without interest on such
      Redemption Price, and such Securities shall cease to be outstanding.

            (iv) Payment of accumulated and unpaid Distributions on the
      Redemption Date of the Securities will be subject to the rights of Holders
      on the close of business on a regular record date in respect of a
      Distribution Date occurring on or prior to such Redemption Date.

            Neither the Administrative Trustees nor the Trust shall be required
to register or cause to be registered the transfer of (i) any Securities
beginning on the opening of business 15 days before the day of mailing of a
notice of redemption or any notice of selection of Securities for redemption or
(ii) any Securities selected for redemption except the unredeemed portion of any
Security being redeemed. If any date fixed for redemption of Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding

                                       I-8


<PAGE>


day that is a Business Day (and without any interest or other payment in respect
of any such delay), with the same force and effect as if made on such date fixed
for redemption. If payment of the Redemption Price in respect of any Securities
is improperly withheld or refused and not paid either by the Property Trustee or
by the Sponsor as guarantor pursuant to the relevant Securities Guarantee,
Distributions on such Securities will continue to accumulate from the original
redemption date to the actual date of payment, in which case the actual payment
date will be considered the date fixed for redemption for purposes of
calculating the Redemption Price.

            (v) Redemption/Distribution Notices shall be sent by the Property
      Trustee on behalf of the Trust to (A) in respect of the Capital
      Securities, the Clearing Agency or its nominee (or any successor Clearing
      Agency or its nominee) if the Global Certificates have been issued or, if
      Definitive Capital Security Certificates have been issued, to the Holder
      thereof, and (B) in respect of the Common Securities to the Holder
      thereof.

            (vi) Subject to the foregoing and applicable law (including, without
      limitation, United States federal securities laws and banking laws),
      provided the acquiror is not the Holder of the Common Securities or the
      obligor under the Indenture, the Sponsor or any of its subsidiaries may at
      any time and from time to time purchase outstanding Capital Securities by
      tender, in the open market or by private agreement.

            5. VOTING RIGHTS - CAPITAL SECURITIES.

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

            (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a majority in liquidation amount
of all outstanding Capital Securities; PROVIDED, HOWEVER, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of

                                       I-9


<PAGE>


each Holder of the Capital Securities. The Trustees shall not revoke any action
previously authorized or approved by a vote of the Holders of the Capital
Securities except by subsequent vote of such Holders. The Property Trustee shall
notify each Holder of Capital Securities of any notice of default with respect
to the Debentures. In addition to obtaining the foregoing approvals of such
Holders of the Capital Securities, prior to taking any of the foregoing actions,
the Trustees shall obtain an opinion of counsel experienced in such matters to
the effect that the Trust will not be classified as an association taxable as a
corporation for United States federal income tax purposes on account of such
action.

            If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or premium, if any, or interest on the Debentures on the due
date (or in the case of redemption, on the redemption date), then a Holder of
Capital Securities may directly institute a proceeding for enforcement of
payment to such Holder of the principal of or premium, if any, or interest on a
Like Amount of Debentures (a "Direct Action") on or after the respective due
date specified in the Debentures. In connection with such Direct Action, the
rights of the Common Securities Holder will be subrogated to the rights of such
Holder of Capital Securities to the extent of any payment made by the Debenture
Issuer to such Holder of Capital Securities in such Direct Action. Except as
provided in the second preceding sentence, the Holders of Capital Securities
will not be able to exercise directly any other remedy available to the holders
of the Debentures.

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

            No vote or consent of the Holders of the Capital Securities will be
required for the Trust to redeem and cancel Capital Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

                                      I-10


<PAGE>


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

            6. VOTING RIGHTS - COMMON SECURITIES.

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

            (b) Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by the holder of the Common
Securities. If a Debenture Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed at such time by the
holders of a Majority in liquidation amount of the outstanding Capital
Securities. In no event will the holders of the Capital Securities have the
right to vote to appoint, remove or replace the Administrative Trustees, which
voting rights are vested exclusively in the Sponsor as the holder of the Common
Securities. No resignation or removal of a Trustee and no appointment of a
successor trustee shall be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the Declaration.

            (c) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in liquidation amount
of all outstanding Common Securities; PROVIDED, HOWEVER, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Common Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Common Securities except by subsequent vote of such Holders. The Property
Trustee shall notify each Holder of Common Securities of any notice of default
with respect to the Debentures. In addition to obtaining the foregoing approvals
of such Holders of the Common Securities, prior to taking any of the foregoing
actions, the Trustees shall obtain an opinion of

                                      I-11


<PAGE>


counsel experienced in such matters to the effect that the Trust will not be
classified as an association taxable as a corporation for United States federal
income tax purposes on account of such action.

            If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or premium, if any, or interest on the Debentures on the due
date (or in the case of redemption, on the redemption date), then a Holder of
Common Securities may institute a Direct Action for enforcement of payment to
such Holder of the principal of or premium, if any, or interest on a Like Amount
of Debentures on or after the respective due date specified in the Debentures.
In connection with Direct Action, the rights of the Common Securities Holder
will be subordinated to the rights of such Holder of Capital Securities to the
extent of any payment made by the Debenture Issuer to such Holder of Common
Securities in such Direct Action. Except as provided in the second preceding
sentence, the Holders of Common Securities will not be able to exercise directly
any other remedy available to the holders of the Debentures.

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

            No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

            7. AMENDMENTS TO DECLARATION AND INDENTURE.

            In addition to the requirements set out in Section 12.1 of the
Declaration, the Declaration may be amended from time to time by the Sponsor,
the Property Trustee and the Administrative Trustees, without the consent of the
Holders (i) to cure any ambiguity, correct or supplement any provisions in the
Declaration that may be inconsistent with any other provisions, or to make any
other provisions with respect to matters or questions

                                      I-12


<PAGE>


arising under the Declaration which shall not be inconsistent with the other
provisions of the Declaration, or (ii) to modify, eliminate or add to any
provisions of the Declaration to such extent as shall be necessary to ensure
that the Trust will be classified for United States federal income tax purposes
as a grantor trust 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, HOWEVER, that in the case of clause (i),
such action shall not adversely affect in any material respect the interests of
any Holder, any amendments of the Declaration shall become effective when notice
thereof is given to the Holders. The Declaration may be amended by the Trustees
and the Sponsor with (i) the consent of Holders representing a Majority in
liquidation amount of all outstanding Securities, and (ii) receipt by the
Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust's status as a grantor trust for United States federal
income tax purposes or the Trust's exemption from status as an Investment
Company under the Investment Company Act, PROVIDED THAT, without the consent of
each Holder of Trust Securities, the Declaration may not be amended to (i)
change the amount or timing of any Distribution on the Trust Securities or
otherwise adversely affect the amount of any Distribution required to be made in
respect of the Trust Securities as of a specified date or (ii) restrict the
right of a holder of Trust Securities to institute suit for the enforcement of
any such payment on or after such date.

            8. PRO RATA.

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

                                      I-13


<PAGE>


            9. RANKING.

            The Capital Securities rank PARI PASSU with the Common Securities
and payment thereon shall be made Pro Rata with the Common Securities, except
that, if an Event of Default under the Declaration occurs and is continuing, no
payments in respect of Distributions on, or payments upon liquidation,
redemption or otherwise with respect to, the Common Securities shall be made
until the Holders of the Capital Securities shall be paid in full the
Distributions, Redemption Price, Liquidation Distribution and other payments to
which they are entitled at such time.

            10. ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE.

            Each Holder of Capital Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Capital Securities Guarantee
and the Common Securities Guarantee, respectively, including the subordination
provisions therein and to the provisions of the Indenture.

            11. NO PREEMPTIVE RIGHTS.

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

            12. MISCELLANEOUS.

            These terms constitute a part of the Declaration.

            The Sponsor will provide a copy of the Declaration, the Capital
Securities Guarantee or the Common Securities Guarantee (as may be appropriate),
the Indenture (including any supplemental indenture) to a Holder without charge
on written request to the Sponsor at its principal place of business.

                                      I-14


<PAGE>


                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

            [IF THIS GLOBAL SECURITY IS A RULE 144A GLOBAL SECURITY, INSERT:
UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

            THIS CAPITAL SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR
ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS CAPITAL SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

            THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF AGREES
TO OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL SECURITY, PRIOR TO THE DATE
(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER
OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS CAPITAL SECURITY (OR ANY
PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) SO LONG AS THIS CAPITAL SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
RULE

                                      A1-1


<PAGE>


144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii)
PURSUANT TO CLAUSE (E), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE REVERSE OF THIS CAPITAL SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEREE TO THE TRUST. SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS CAPITAL SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.

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

            THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF ALSO
AGREES, REPRESENTS AND WARRANTS THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR (ii) THE ACQUISITION AND HOLDING OF THIS CAPITAL SECURITY BY IT IS
NOT PROHIBITED BY EITHER SECTION OF 406 OF ERISA OR SECTION 4975 OF THE U.S.
INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR EXEMPT FROM ANY SUCH PROHIBITION.

                                      A1-2


<PAGE>


Certificate Number                                Number of Capital Securities
------------------                                ----------------------------

                                                  Amount of Capital Securities

                                                          CUSIP NO. __________

                    Certificate Evidencing Capital Securities

                                       of

                             OnBank Capital Trust I

                           [    ]% Capital Securities
                (liquidation amount $1,000 per Capital Security)

            OnBank Capital 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 [$_________ in
aggregate liquidation amount of Capital Securities of the Trust](1) [the
aggregate liquidation amount of Capital Securities of the Trust specified in
Schedule A hereto](2) representing undivided beneficial interests in the assets
of the Trust designated the [ ]% Series __ Capital Securities (liquidation
amount $1,000 per Capital Security) (the "Capital Securities"). The Capital
Securities are transferable on the books and records of the Trust, in person
or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Capital 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 February __, 1997, as the same may be amended from time
to time (the "Declaration"), including the designation of the terms of the
Capital Securities as set forth in Annex I to the Declaration. Capitalized
terms used but not defined herein shall have the meaning given them in the
Declaration. The Sponsor will provide a copy of the Declaration, the Capital
Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

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

     --------

    (1)     Insert in Definitive Capital Securities only.
    (2)     Insert in Global Capital Securities only.

                                      A1-3


<PAGE>


to the benefits of the Capital Securities Guarantee to the extent
provided therein.

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

                                      A1-4


<PAGE>


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

                             ONBANK CAPITAL TRUST I

                              By:

                                 ----------------------------------
                                 Name:
                                 Administrative Trustee

            PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: _________________, ____

                                          THE BANK OF NEW YORK,

                                          as Property Trustee

                                          By:

                                             ----------------------------
                                              Authorized Signatory

                                      A1-5


<PAGE>


                          [FORM OF REVERSE OF SECURITY]

            Distributions payable on each Capital Security will be fixed at a
rate per annum of [ ]% (the "Coupon Rate") of the liquidation amount of $1,000
per Capital Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one semi-annual period will bear interest thereon compounded semi-annually
at the Coupon Rate (to the extent permitted by applicable law). Pursuant to the
Registration Rights Agreement, in certain limited circumstances the Debenture
Issuer will be required to pay Liquidated Damages (as defined in the
Registration Rights Agreement) with respect to the Debentures. The term
"Distributions", as used herein, includes such cash distributions and any such
interest and such Liquidated Damages payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds on hand legally available therefor.

            Distributions on the Capital Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from January __, 1997 and will be payable
semi-annually in arrears, on [ ] and [ ] of each year, commencing on [ ], 1997,
to the holders of record on the relevant record dates except as otherwise
described below. The record dates will be ____________. Distributions will be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
for any period less than a full calendar month, the number of days elapsed in
such month. As long as no Event of Default has occurred and is continuing under
the Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 10 consecutive
calendar semi-annual periods, including the first such semi-annual period during
such extension period (each an "Extension Period"), PROVIDED THAT no Extension
Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, semi-annual Distributions will continue to accumulate with interest
thereon (to the extent permitted by applicable law, but not at a rate exceeding
the rate of interest then accruing on the Debentures) at the Coupon Rate
compounded semi-annually during any such Extension Period. Prior to the
termination of any such Extension Period, the Debenture Issuer may further defer
payments of interest by further extending such Extension Period; PROVIDED THAT
such Extension Period, together with all such previous and further extensions
within such Extension Period, may not exceed 10 consecutive semi-annual periods,
including the first semi-annual period during such

                                      A1-6


<PAGE>


Extension Period, end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. Payments of
accumulated Distributions will be payable to Holders as they appear on the books
and records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

            Subject to the prior approval of the Federal Reserve Board if such
approval is then required under applicable law or capital guidelines or policies
of the Federal Reserve Board and to certain other conditions set forth in the
Declaration and the Indenture, the Property Trustee may, at the direction of the
Sponsor, at any time liquidate the Trust and cause the Debentures to be
distributed to the holders of the Securities in liquidation of the Trust or,
simultaneous with any redemption of the Debentures, cause a Like Amount of the
Securities to be redeemed by the Trust.

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

                                      A1-7


<PAGE>


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

                                   ASSIGNMENT

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


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

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

and irrevocably appoints

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

Date:
     ------------------------


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

Signature Guarantee***:
                       --------------------------------------
--------



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


                                      A2-1


<PAGE>


[Include the following if the Capital Security bears a Restricted
Capital Securities Legend --

In connection with any transfer of any of the Capital Securities evidenced by
this certificate, the undersigned confirms that such Capital Securities are
being:

CHECK ONE BOX BELOW

      (1)   |_|   exchanged for the undersigned's own account without
                  transfer; or

      (2)   |_|   transferred pursuant to and in compliance with Rule 144A
                  under the Securities Act of 1933; or

      (3)   |_|   transferred pursuant to and in compliance with Regulation S
                  under the Securities Act of 1933; or

      (4)   |_|   transferred to an institutional "accredited investor" within
                  the meaning of subparagraph (a)(1), (2), (3) or (7) of
                  Rule 501 under the Securities Act of 1933 that is acquiring
                  the Capital Securities for its own account, or for the account
                  of such an institutional "accredited investor," for investment
                  purposes and not with a view to, or for offer or sale in
                  connection with, any distribution in violation of the
                  Securities Act of 1933; or

      (5)   |_|   transferred pursuant to another available exemption from
                  the registration requirements of the Securities Act of 1933;
                  or

      (6)   |_|   transferred pursuant to an effective registration statement.

Unless one of the boxes is checked, the Exchange Agent will refuse to register
any of the Capital Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if box
(3), (4) or (5) is checked, the Registrar may require, prior to registering any
such transfer of the Capital Securities such legal opinions, certifications and
other information as the Trust has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act; PROVIDED, FURTHER, that (i)
if box 2 is checked, the transferee must also certify that it is a qualified
institutional buyer as defined in Rule 144A or (ii) if box (4) is checked, the
transferee must also provide to the Registrar a Transferee Letter of
Representation in

                                      A2-2


<PAGE>


the form attached to the Offering Memorandum of the Trust dated January , 1997;
provided, further, that after the date that a Registration Statement has been
filed and so long as such Registration Statement continues to be effective, the
Registrar may only permit transfers for which box (5) has been checked.

                                            ------------------------------------
                                                          Signature

                                      A2-3


<PAGE>


                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

            THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR
ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS COMMON SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

            THE HOLDER OF THIS COMMON SECURITY BY ITS ACCEPTANCE HEREOF AGREES
TO OFFER, SELL OR OTHERWISE TRANSFER THIS COMMON SECURITY, PRIOR TO THE DATE
(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER
OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS CAPITAL SECURITY (OR ANY
PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) SO LONG AS THIS COMMON SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS COMMON SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii)
PURSUANT TO CLAUSE (E), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE REVERSE OF THIS COMMON SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEREE TO THE TRUST. SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS COMMON SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.

                                      A2-4

<PAGE>


                    Certificate Evidencing Common Securities

                                       of

                             OnBank Capital Trust I

                           [    ]% Common Securities
                 (liquidation amount $1,000 per Common Security)

            OnBank Capital Trust I, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that ONBANCorp,
Inc. (the "Holder") is the registered owner of __________ common securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated the [ ]% Common Securities (liquidation amount $1,000 per Common
Security) (the "Common Securities"). The Common Securities are transferable on
the books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer. 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 February __, 1997, as the
same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Common Securities as set forth in Annex I to the
Declaration. Capitalized terms used but not defined herein shall have the
meaning given them in the Declaration. The Sponsor will provide a copy of the
Declaration, the Common Securities Guarantee and the Indenture (including any
supplemental indenture) to a Holder without charge upon written request to the
Sponsor at its principal place of business.

            Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits of
the Common Securities Guarantee to the extent provided therein.

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

                                      A2-5


<PAGE>


            IN WITNESS WHEREOF, the Trust has executed this certificate this 4th
day of February, 1997.

                                    OnBank Capital Trust I

                                    By:
                                       -------------------------------------
                                       Name:
                                       Administrative Trustee










                                     A2-6

<PAGE>


                          [FORM OF REVERSE OF SECURITY]

            Distributions payable on each Common Security will be fixed at a
rate per annum of [ ]% (the "Coupon Rate") of the liquidation amount of $1,000
per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one semi-annual period will bear interest thereon compounded semi-annually
at the Coupon Rate (to the extent permitted by applicable law). Pursuant to the
Registration Rights Agreement, in certain limited circumstances the Debenture
Issuer will be required to pay Liquidated Damages (as defined in the
Registration Rights Agreement) with respect to the Debentures. The term
"Distributions", as used herein, includes such cash distributions and any such
interest and such Liquidated Damages payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor.

            Distributions on the Common Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from January __, 1997 and will be payable
semi-annually in arrears, on [ ] and [ ] of each year, commencing on [ ], 1997,
to the holders of record or the relevant record dates except as otherwise
described below. The record dates will be the __________. Distributions will be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
for any period less than a full calendar month, the number of days elapsed in
such month. As long as no Event of Default has occurred and is continuing under
the Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 10 consecutive
calendar semi-annual periods, including the first such semi-annual period during
such extension period (each an "Extension Period"), PROVIDED THAT no Extension
Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, Distributions will continue to accumulate with interest thereon (to
the extent permitted by applicable law, but not at a rate exceeding the rate of
interest then accruing on the Debentures) at the Coupon Rate compounded
semi-annually during any such Extension Period. Prior to the termination of any
such Extension Period, the Debenture Issuer may further defer payments of
interest by further extending such Extension Period; PROVIDED THAT such
Extension Period, together with all such previous and further extensions within
such Extension Period, may not exceed 10 consecutive semi-annual periods,
including the first semi-annual period during such Extension Period, or end on a
date other than an Interest Payment Date for the Debentures or extend beyond the
Maturity Date of the Debentures. Payments of accrued Distributions will be
payable to Holders as they appear on the

                                      A2-7


<PAGE>


books and records of the Trust on the first record date after the end of the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the above requirements.

            Subject to the prior approval of the Federal Reserve Board if such
approval is then required under applicable law or capital guidelines or policies
of the Federal Reserve Board and to certain other conditions set forth in the
Declaration and the Indenture, the Property Trustee may, at the direction of the
Sponsor, at any time liquidate the Trust and cause the Debentures to be
distributed to the holders to the Securities in liquidation of the Trust or,
simultaneous with any redemption of the Debentures, cause a Like Amount of the
Securities to be redeemed by the Trust.

            The Common Securities shall be redeemable as provided in the
Declaration.



                                     A2-8