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                    AMENDED AND RESTATED DECLARATION OF TRUST



                                CCC CAPITAL TRUST




                          DATED AS OF FEBRUARY 23, 2001


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                                TABLE OF CONTENTS

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                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                    <C>
ARTICLE I INTERPRETATION AND DEFINITIONS................................................................1

         SECTION 1.1       DEFINITIONS..................................................................1

ARTICLE II TRUST INDENTURE ACT..........................................................................9

         SECTION 2.1       TRUST INDENTURE ACT; APPLICATION.............................................9

         SECTION 2.2       LISTS OF HOLDERS OF SECURITIES...............................................9

         SECTION 2.3       REPORTS BY THE PROPERTY TRUSTEE.............................................10

         SECTION 2.4       PERIODIC REPORTS TO PROPERTY TRUSTEE........................................10

         SECTION 2.5       EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT............................10

         SECTION 2.6       DECLARATION EVENTS OF DEFAULT; WAIVER.......................................10

         SECTION 2.7       EVENT OF DEFAULT; NOTICE....................................................12

ARTICLE III ORGANIZATION...............................................................................12

         SECTION 3.1       NAME........................................................................12

         SECTION 3.2       OFFICE......................................................................12

         SECTION 3.3       PURPOSE.....................................................................12

         SECTION 3.4       AUTHORITY...................................................................13

         SECTION 3.5       TITLE TO PROPERTY OF THE TRUST..............................................13

         SECTION 3.6       POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES............................13

         SECTION 3.7       PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES........................16

         SECTION 3.8       POWERS AND DUTIES OF THE PROPERTY TRUSTEE...................................17

         SECTION 3.9       CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.................19

         SECTION 3.10      CERTAIN RIGHTS OF PROPERTY TRUSTEE..........................................21

         SECTION 3.11      DELAWARE TRUSTEE............................................................23

         SECTION 3.12      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES......................23

         SECTION 3.13      DURATION OF TRUST...........................................................23

         SECTION 3.14      MERGERS.....................................................................23

ARTICLE IV SPONSOR.....................................................................................25

         SECTION 4.1       SPONSOR'S PURCHASE OF TRUST COMMON SECURITIES...............................25

         SECTION 4.2       RESPONSIBILITIES OF THE SPONSOR.............................................25

ARTICLE V TRUSTEES ................................................................................... 26

         SECTION 5.1       NUMBER OF TRUSTEES..........................................................26


                                                            i
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         SECTION 5.2       DELAWARE TRUSTEE............................................................26

         SECTION 5.3       PROPERTY TRUSTEE; ELIGIBILITY...............................................26

         SECTION 5.4       QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE TRUSTEE GENERALLY....27

         SECTION 5.5       INITIAL ADMINISTRATIVE TRUSTEES.............................................27

         SECTION 5.6       APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES............................28

         SECTION 5.7       VACANCIES AMONG TRUSTEES....................................................29

         SECTION 5.8       EFFECT OF VACANCIES.........................................................30

         SECTION 5.9       MEETINGS....................................................................30

         SECTION 5.10      DELEGATION OF POWER.........................................................30

         SECTION 5.11      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.................31

ARTICLE VI DISTRIBUTIONS...............................................................................31

         SECTION 6.1       DISTRIBUTIONS...............................................................31

ARTICLE VII ISSUANCE OF SECURITIES.....................................................................31

         SECTION 7.1       GENERAL PROVISIONS REGARDING SECURITIES.....................................31

         SECTION 7.2       EXECUTION AND AUTHENTICATION................................................32

         SECTION 7.3       FORM AND DATING.............................................................33

         SECTION 7.4       PAYING AGENT................................................................33

         SECTION 7.5       PAYING AGENT TO HOLD MONEY IN TRUST.........................................33

         SECTION 7.6       REPLACEMENT CERTIFICATES....................................................34

         SECTION 7.7       OUTSTANDING TRUST PREFERRED SECURITIES......................................34

         SECTION 7.8       TRUST PREFERRED SECURITIES IN TREASURY......................................34

         SECTION 7.9       CANCELLATION................................................................35

ARTICLE VIII TERMINATION OF TRUST......................................................................35

         SECTION 8.1       TERMINATION OF TRUST........................................................35

ARTICLE IX TRANSFER AND EXCHANGE.......................................................................36

         SECTION 9.1       GENERAL.....................................................................36

         SECTION 9.2       TRANSFER PROCEDURES AND RESTRICTIONS........................................37

         SECTION 9.3       DEEMED SECURITY HOLDERS.....................................................39

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS.........................40

         SECTION 10.1      LIABILITY...................................................................40


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         SECTION 10.2      EXCULPATION.................................................................40

         SECTION 10.3      FIDUCIARY DUTY..............................................................41

         SECTION 10.4      INDEMNIFICATION.............................................................42

         SECTION 10.5      OUTSIDE BUSINESSES..........................................................44

         SECTION 10.6      COMPENSATION; FEES..........................................................45

ARTICLE XI ACCOUNTING..................................................................................45

         SECTION 11.1      FISCAL YEAR.................................................................45

         SECTION 11.2      CERTAIN ACCOUNTING MATTERS..................................................45

         SECTION 11.3      BANKING.....................................................................46

         SECTION 11.4      WITHHOLDING.................................................................46

ARTICLE XII AMENDMENTS AND MEETINGS....................................................................47

         SECTION 12.1      AMENDMENTS..................................................................47

         SECTION 12.2      MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN CONSENT............48

ARTICLE XIII REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE..................................49

         SECTION 13.1      REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE..........................49

         SECTION 13.2      REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE..........................50

ARTICLE XIV MISCELLANEOUS..............................................................................51

         SECTION 14.1      NOTICES.....................................................................51

         SECTION 14.2      GOVERNING LAW...............................................................52

         SECTION 14.3      INTENTION OF THE PARTIES....................................................52

         SECTION 14.4      HEADINGS....................................................................52

         SECTION 14.5      SUCCESSORS AND ASSIGNS......................................................52

         SECTION 14.6      PARTIAL ENFORCEABILITY......................................................52

         SECTION 14.7      COUNTERPARTS................................................................53


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                                                    iii
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                              ANNEXES AND EXHIBITS


ANNEX I          TERMS OF TRUST PREFERRED SECURITIES AND TRUST COMMON SECURITIES

EXHIBIT A-1      FORM OF TRUST PREFERRED SECURITY

EXHIBIT A-2      FORM OF TRUST COMMON SECURITY

EXHIBIT B        SPECIMEN OF NOTE




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                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                                CCC CAPITAL TRUST

                                February 23, 2001


         AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated
and effective as of February 23, 2001, by the undersigned trustees (together
with all other Persons from time to time duly appointed and serving as trustees
in accordance with the provisions of this Declaration, the "Trustees"), CCC
Information Services Group Inc., a Delaware corporation, as trust sponsor (the
"Sponsor"), and by the holders, from time to time, of undivided beneficial
interests in the Trust issued pursuant to this Declaration.

         WHEREAS, the Trustees and the Sponsor established CCC Capital Trust
(the "Trust"), a business trust under the Business Trust Act (as defined herein)
pursuant to a Declaration of Trust, dated as of February 12, 2001 (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on February 12, 2001, 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 Notes (as
defined herein) of the Note Issuer (as defined herein);

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

         WHEREAS, it is the intention of the parties hereto that the Trust be
treated as a partnership for United States federal income tax purposes; and

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

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

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

         Section 1.1 DEFINITIONS. Unless the context otherwise requires:

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


<PAGE>

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

                (c) all references to "the Declaration," "this Declaration" or
"herein" are to this Declaration as modified, supplemented or amended from time
to time and shall be deemed to include references to Annex I hereto to the
extent applicable;

                (d) all references in this Declaration to Articles, Sections,
Annexes and Exhibits are to Articles, Sections, 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.

"ADDITIONAL INTEREST" means, if the Trust or the Property Trustee is required to
pay any taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States or any other taxing
authority, such amounts as shall be required so that the net amounts received
and retained by the Trust or the Property Trustee after paying such taxes,
duties, assessments and governmental charges will not be less than the amounts
the Trust or the Property Trustee would have received had no such taxes, duties,
assessments or governmental charges been imposed.

"ADMINISTRATIVE TRUSTEE" means any Trustee other than the Property Trustee and
the Delaware Trustee.

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

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

"BANKRUPTCY EVENT" means, with respect to any Person, under the relevant
jurisdiction:

         (a) the entry of a decree or order by a court having jurisdiction in
the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable U.S. federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

         (b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings


                                       2

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against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable U.S. federal or state bankruptcy,
insolvency, reorganization or other similar law, or the consent by it to the
filing of any such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or similar official) of such Person or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts as they become due and its willingness to be adjudicated a bankrupt,
or the taking of corporate action by such Person in furtherance of any such
action.

"BUSINESS DAY" means any day other than a Saturday, Sunday or day on which
banking institutions in Chicago, Illinois or in Wilmington, Delaware are
authorized or required by law to close.

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

"CERTIFICATE" means a certificate in definitive form representing a Trust Common
Security or a Trust Preferred Security.

"CHANGE IN 1940 ACT LAW" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"CHANGE IN TAX LAW" has the meaning set forth in the terms of the Securities as
set forth in Annex I hereto.

"CLOSING DATE" means February 23, 2001.

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

"COMMISSION" means the Securities and Exchange Commission.

"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.

"COMPOUNDED INTEREST" means interest compounded quarterly at the rate specified
for the Notes to the extent permitted by applicable law upon interest accrued
and unpaid (including Additional Interest).

"COUPON RATE" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.

"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.


                                       3

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"DECLARATION" has the meaning set forth in the Preamble.

"DECLARATION EVENT OF DEFAULT" means, with respect to the Securities, that an
Indenture Event of Default has occurred and is continuing with respect to the
Notes.

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

"DIRECT ACTION" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.

"DISSOLUTION TAX OPINION" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

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

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

"FISCAL YEAR" has the meaning set forth in Section 11.1.

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

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

"INDENTURE" means the Indenture, dated as of February 23, 2001, among the Note
Issuer and the Indenture Trustee and any indenture supplemental thereto pursuant
to which the Notes are to be issued.

"INDENTURE TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

"INDENTURE EVENT OF DEFAULT" means an "Indenture Event of Default" as defined in
the Indenture.

"INITIAL NOTES" means the Notes issued by the Note Issuer in exchange for the
payment by the Trust to the Note Issuer of the proceeds received by the Trust
from the sale of Securities pursuant to the Securities Purchase Agreement.

"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.


                                       4

<PAGE>

"INVESTMENT COMPANY EVENT" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"INVESTMENT COMPANY EVENT OPINION" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

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

"LIQUIDATION" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.

"LIQUIDATION DISTRIBUTION" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"LIST OF HOLDERS" has the meaning set forth in Section 2.2(a).

"MAJORITY IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as provided in
the terms of the Trust Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Trust Preferred Securities or
Holders of outstanding Trust 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.

"MINISTERIAL ACTION" has the meaning set forth in the terms of the Securities as
set forth in Annex I hereto.

"90 DAY PERIOD" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.

"NO RECOGNITION OPINION" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"NOTE ISSUER" means the Sponsor in its capacity as issuer of the Notes.

"NOTES" means the series of Increasing Rate Notes due 2006 to be issued by the
Note Issuer under the Indenture to be held by the Property Trustee, a specimen
certificate for such series of Notes being Exhibit B. The Notes include both the
Initial Notes and the PIK Notes.

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

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


                                       5

<PAGE>

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

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

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


"ORIGINAL DECLARATION" has the meaning set forth in the Recitals.

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

"PAYMENT AMOUNT" has the meaning set forth in Section 6.1.

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

"PIK NOTES" means the Notes issued as interest paid-in-kind upon the Initial
Notes or any PIK Notes, in accordance with the terms of the Indenture.

"PROPERTY TRUSTEE" means the Trustee meeting the eligibility requirements set
forth in Section 5.3(a).

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

"PRO RATA" has the meaning set forth in the terms of the Securities as set forth
in Annex I hereto.

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

"REDEMPTION DISTRIBUTION NOTICE" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"REDEMPTION PRICE" has the meaning set forth in the terms of the Securities as
set forth in Annex I hereto.

"REDEMPTION TAX EVENT" has the meaning set forth in the terms of the Securities
as set forth in Annex I hereto.

"REDEMPTION TAX OPINION" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.


                                       6

<PAGE>

"REGISTRAR" has the meaning specified in Section 9.1(a).

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

"RESPONSIBLE OFFICER" means, with respect to the Property Trustee, any
vice-president, any assistant vice-president, the treasurer, any assistant
treasurer, any trust officer or assistant trust officer or any other officer in
the Corporate Trust Department 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.

"RESTRICTED SECURITIES LEGEND" has the meaning set forth in Section 9.2(c)(i).

"RESTRICTED TRUST PREFERRED SECURITY" has the meaning set forth in Section 7.3.

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

"SECURITIES" means the Trust Common Securities and the Trust Preferred
Securities.

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

"SECURITIES PURCHASE AGREEMENT" means the Securities Purchase Agreement, dated
as of February 23, 2001, by and among the Sponsor, the Trust and Capricorn
Investors III, L.P.

"SPECIAL EVENT" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.

"SPONSOR" means CCC Information Services Group Inc., a Delaware corporation, or
any successor entity in a merger, consolidation or amalgamation, in its capacity
as sponsor of the Trust.

"SUCCESSOR DELAWARE TRUSTEE" has the meaning set forth in Section 5.6(c).

"SUCCESSOR ENTITY" has the meaning set forth in Section 3.14(b)(i).

"SUCCESSOR PROPERTY TRUSTEE" has the meaning set forth in Section 5.6(d)(i).

"SUCCESSOR SECURITIES" has the meaning set forth in Section 3.14(b)(i)(B).

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

"TAX EVENT" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.


                                       7

<PAGE>

"10% IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as provided in the
terms of the Trust Preferred Securities or by the Trust Indenture Act, Holders
of outstanding Securities voting together as a single class or, as the context
may require, Holders of outstanding Trust Preferred Securities or Holders of
outstanding Trust 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.

"TERMS" has the meaning set forth in Section 7.1(a).

"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).

"TRUST" has the meaning set forth in the Recitals.

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

"TRUST COMMON SECURITIES GUARANTEE" means the guarantee, dated as of February
23, 2001, of the Sponsor with respect to the Trust Common Securities.

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

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

"TRUST PREFERRED SECURITIES GUARANTEE" means the guarantee, dated as of February
23, 2001, of the Sponsor with respect to the Trust Preferred Securities.

"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.


                                       8

<PAGE>

                                   ARTICLE II

                               TRUST INDENTURE ACT

         Section 2.1 TRUST INDENTURE ACT; APPLICATION.(a) Certain provisions of
the Trust Indenture Act are incorporated by reference in and made part of this
Declaration, and this Declaration 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 provisions of the Trust Indenture Act
incorporated by reference herein.

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

                (d) The application of the provisions of the Trust Indenture Act
referred to above 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 (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 of the Securities ("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 311(a), 311(b) and 312(b) of the Trust Indenture Act.


                                       9

<PAGE>

         Section 2.3 REPORTS BY THE PROPERTY TRUSTEE. Within 60 days after
December 31 of each year, commencing December 31, 2001 the Property Trustee
shall provide to the Holders of the Trust Preferred Securities such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust 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 required by Section
314 of the Trust Indenture Act (if any) and the compliance certificate required
by Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

         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, if any, provided for in this Declaration that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) of
the Trust Indenture Act may be given in the form of an Officers' Certificate.

         Section 2.6 DECLARATION EVENTS OF DEFAULT; WAIVER. (a) An Indenture
Event of Default shall constitute a Declaration Event of Default hereunder.

                (b) The Holders of a Majority in liquidation amount of Trust
Preferred Securities may, by vote, on behalf of the Holders of all of the Trust
Preferred Securities, waive any past Declaration Event of Default with respect
to the Trust Preferred Securities and its consequences, provided that, if the
underlying Indenture Event of Default:

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

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

         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 Declaration Event of Default with
respect to the Trust Preferred 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 a

                                       10

<PAGE>

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

                (c) The Holders of a Majority in liquidation amount of the Trust
Common Securities may, by vote, on behalf of the Holders of all of the Trust
Common Securities, waive any past Declaration Event of Default with respect to
the Trust Common Securities and its consequences, provided that, if the
underlying Indenture Event of Default:

                    (i) is not waivable under the Indenture, except where the
         Holders of the Trust Common Securities are deemed to have waived such
         Declaration Event of Default as provided below in this Section 2.6(b),
         the Declaration Event of Default 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 Trust Common Securities are
         deemed to have waived such Declaration Event of Default as provided
         below in this Section 2.6(b), the Declaration Event of Default may only
         be waived by the vote of the Holders of at least the proportion in
         liquidation amount of the Trust Common Securities that the relevant
         Super Majority represents of the aggregate principal amount of the
         Notes outstanding; provided further, that each Holder of Trust Common
         Securities will be deemed to have waived any such Declaration Event of
         Default and all Declaration Events of Default with respect to the Trust
         Common Securities and their consequences until all Declaration Events
         of Default with respect to the Trust Preferred Securities have been
         cured, waived or otherwise eliminated, and until such Declaration
         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 Trust Preferred Securities and only the Holders of
         the Trust Preferred 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) shall be in lieu of
Section 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act, and such
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 Declaration
Event of Default with respect to the Trust 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 Declaration Event
of Default with respect to the Trust Common Securities or impair any right
consequent thereon.

                                       11

<PAGE>

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

         Section 2.7 EVENT OF DEFAULT; NOTICE.(a) The Property Trustee shall,
within ten Business Days after the occurrence of a Declaration Event of Default,
transmit by mail, first class postage prepaid, to the Holders of the Securities,
notices of all defaults with respect to the Securities actually known to a
Responsible Officer of the Property Trustee, unless such defaults have been
cured before the giving of such notice (the term "defaults" for the purposes of
this Section 2.7(a) being hereby defined to be an Indenture Event of Default,
not including any periods of grace provided for therein and irrespective of the
giving of any notice provided therein).

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

                    (i) a default under Sections 5.1(1) and 5.1(2) of the
         Indenture; or

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

                                  ARTICLE III

                                  ORGANIZATION

         Section 3.1 NAME. The Trust is named "CCC Capital Trust," as such name
may be modified from time to time by the Administrative Trustees following
written notice to the Holders of Securities and the other Trustees. 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 CCC Information Services Group Inc., World Trade Center Chicago, 444
Merchandise Mart, Chicago, Illinois 60606 Attention: Chief Financial Officer. On
10 Business Days' written notice to the Holders of Securities and the other
Trustees, 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 Securities and use the proceeds from such sale to
acquire the Initial Notes, (b) to receive and hold the PIK Notes and (c) except
as otherwise limited herein, to engage in only those other activities necessary
or incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, pledge any


                                       12

<PAGE>

of its assets or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust to be classified for United States federal income tax
purposes as other than an entity which is not subject to United States federal
income tax at the entity level.

         Section 3.4 AUTHORITY.

                (a) 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 with its
powers shall constitute the act of and serve to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

                (b) Except as expressly set forth in this Declaration 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.

                (c) Unless otherwise determined by the Administrative Trustees
and except as expressly set forth in this Declaration or 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.

                (d) 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 3.5 TITLE TO PROPERTY OF THE TRUST. Except as provided in
Section 3.8 with respect to the Notes 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 Trust Preferred Securities and the
Trust Common Securities in accordance with this Declaration; provided, however,
that the Trust may issue no more than one series of Trust Preferred Securities
and no more than one series of Trust Common Securities, and, provided, further,
that there shall be no interests in the Trust other than the Securities, and the
issuance of Securities shall be limited to the simultaneous issuance of both
Trust Common Securities (as specified in


                                       13

<PAGE>

Section 4.1) and Trust Preferred Securities (i) on the Closing Date and (ii)
concurrently with the receipt of PIK Notes;

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

                    (i) prepare, execute and deliver the Securities Purchase
         Agreement, in final form prepared by the Sponsor, in relation to the
         offering and sale of Trust Preferred Securities to be issued on the
         Closing Date; and

                    (ii) execute and enter into other related agreements in
         connection with the issue and sale of the Trust Preferred Securities;

                (c) to acquire the Initial Notes with the proceeds of the sale
of the Trust Preferred Securities and the Trust Common Securities; provided,
however, that the Administrative Trustees shall cause legal title to the Notes
to be held of record in the name of the Property Trustee for the benefit of the
Holders of the Trust Preferred Securities and the Holders of the Trust Common
Securities;

                (d) to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event; provided that the Administrative
Trustees shall consult with the Sponsor and the Property Trustee before taking
or refraining from taking any Ministerial Action in relation to 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 the Trust Preferred Securities and the Holders of the
Trust 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;

                (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 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 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;


                                       14

<PAGE>

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

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

                (l) to 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;

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

                (n) to take any action, not inconsistent with this Declaration
or with applicable law, that 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:

                    (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 an entity which is not subject to United
         States federal income tax at the entity level; and

                    (iii) cooperating with the Note Issuer to ensure that the
         Notes will be treated as indebtedness of the Note Issuer for United
         States federal income tax purposes; provided that such action does not
         adversely affect the interests of Holders; and

                (o) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by 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.

                                       15

<PAGE>

         Any and all expenses incurred by the Administrative Trustees pursuant
to this Section 3.6 (regardless of whether such expenses are expenses of such
Administrative Trustees or of the Trust) shall be reimbursed by the Note Issuer.

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

                (a) The Trust shall not, and the Trustees (including, without
limitation, the Property Trustee and the Delaware Trustee) shall not, engage in
any activity other than as required or authorized by this Declaration. In
particular, the Trust shall not and the Trustees (including, without limitation,
the Property Trustee and the Delaware Trustee) shall cause the Trust not to:

                    (i) invest any proceeds received by the Trust from holding
         the Notes, but shall distribute all such proceeds to Holders of
         Securities pursuant to the terms of this Declaration and of the
         Securities; provided, that the PIK Notes shall not be distributed to
         Holders of Securities except as otherwise specifically provided herein;

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

                    (iii) make any loans other than loans represented by the
         Initial Notes or incur any indebtedness;

                    (iv) 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;

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

                    (vi) other than as provided in this Declaration, (A) direct
         the time, method and place of exercising any trust or power conferred
         upon the Indenture Trustee with respect to the Notes, (B) waive any
         past default that is waivable under the Indenture, (C) exercise any
         right to rescind or annul any declaration that the principal of all the
         Notes shall be due and payable, or (D) consent to any amendment,
         modification or termination of the Indenture or the Notes where such
         consent shall be required unless the Trust shall have received an
         opinion of counsel to the effect that such amendment, modification or
         termination will not cause more than an insubstantial risk that the
         Trust will be deemed an Investment Company required to be registered
         under the Investment Company Act;

                    (vii) consent to any amendment, modification or termination
         of the Indenture or the Notes where such consent shall be required
         unless the Trust shall have received an opinion of counsel to the
         effect that such amendment, modification or termination will not cause
         more than an insubstantial risk that the Trust will be classified for
         United States federal income tax purposes as other


                                       16

<PAGE>

         than an entity which is not subject to United States federal income
         tax at the entity level;

                    (viii) sell, assign, transfer, exchange, mortgage, pledge,
         set-off or otherwise dispose of any of the assets of the Trust or
         interests therein, including to any Holder, except as expressly
         provided herein;

                    (ix) take any action that would cause the Trust to fail or
         cease to qualify for United States Federal income tax purposes as an
         entity which is not subject to United States federal income tax at the
         entity level; or

                    (x) take or consent to any action that would result in the
         placement of a lien, security interest, or other encumbrance on any of
         the assets of the Trust.

         Section 3.8 POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

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

                (b) The Property Trustee shall not transfer its right, title and
interest in the Notes to the Administrative Trustees or to the Delaware Trustee
(if the Property Trustee does not also act as the 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
         of the Securities and, upon the receipt of payments of funds made in
         respect of the Notes held by the Property Trustee, deposit such funds
         into the Property Trustee Account and make payments to the Holders of
         the Trust Preferred Securities and Holders of the Trust Common
         Securities 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;

                    (ii) engage in such ministerial activities as so directed
         and as shall be necessary or appropriate to effect the redemption of
         the Trust Preferred Securities and the Trust Common Securities to the
         extent the Notes 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


                                       17

<PAGE>

         such ministerial activities as so directed and as shall be necessary
         or appropriate to effect the distribution of the Notes to Holders of
         Securities upon the occurrence of a Special Event arising from a
         change in law or a change in legal interpretation or other specified
         circumstances pursuant to the terms of the Securities.

                (d) The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of 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 a Declaration Event
of Default of which a Responsible Officer of the Property Trustee has actual
knowledge or the Property Trustee's duties and obligations under this
Declaration or the provisions of the Trust Indenture Act which are incorporated
by reference herein.

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

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

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

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

                (h) The Property Trustee will act as or appoint a Paying Agent
and Registrar to pay Distributions, redemption payments or liquidation payments
on behalf of the Trust with respect to all Securities, and such Paying Agent
shall comply with Section 317(b) of the Trust Indenture Act. Any Paying Agent so
appointed by the Property Trustee may be removed by the Property Trustee at any
time, and a successor Paying Agent or additional Paying Agents may be appointed
at any time by the Property Trustee.

                (i) 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.

                (j) Notwithstanding anything expressed or implied to the
contrary in this Declaration or any 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


                                       18

<PAGE>

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.

                (k) Notwithstanding any other provision of this Declaration, the
Property Trustee, with the written consent of a majority of the Holders of each
of the Trust Common Securities and the Trust Preferred Securities, voting
separately, shall have the power to reinvest Trust proceeds (including, without
limitation, proceeds attributable to the issuance of new Securities and the
receipt of interest on the Notes) in other securities issued by the Company
(including common stock, preferred stock, warrants to purchase either the common
stock or preferred stock of the Company and debt instruments convertible into
either the common stock or preferred stock of the Company) in order to enable
the Trust to take advantage of variations in the market and improve the
investment of the Holders of Securities.

         Section 3.9 CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY
TRUSTEE.

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

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

                          (B) in the absence of bad faith on the part of the
                Property Trustee, the Property Trustee may conclusively rely, as
                to the truth of the statements and the correctness of the
                opinions expressed therein, upon any certificates or opinions
                furnished to the Property Trustee and conforming to the
                requirements of this Declaration; but in the case of


                                       19

<PAGE>

                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 of the Property
         Trustee, unless it shall be proved that the Property Trustee or such
         Responsible Officer 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 Trust Preferred Securities or
         Trust Common Securities (as applicable in accordance with paragraphs 5
         and 6 of Annex I hereto) 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;
         provided that nothing contained in this Section 3.9(b)(iv) shall be
         taken to relieve the Property Trustee, upon the occurrence of a
         Declaration Event of Default, of its obligation to exercise the rights
         and powers vested in it by this Declaration;

                    (v) the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Notes 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 Notes or the payment of any taxes or assessments levied thereon
         or in connection therewith;

                    (vii) the Property Trustee shall not be liable for any
         interest on any money received by it except as it 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

                                       20

<PAGE>

                    (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 rely and shall be fully
         protected in acting or refraining from acting in good faith upon any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, note, debenture,
         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 shall be
         sufficiently evidenced by an Officers' Certificate;

                    (iii) whenever in the administration of this Declaration,
         the Property Trustee shall deem it desirable that a matter be proved or
         established before taking, suffering or omitting any action hereunder,
         the Property Trustee (unless other evidence is herein specifically
         prescribed) may, in the absence of bad faith on its part, request and
         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 re-registration
         thereof;

                    (v) the Property Trustee may consult with counsel of its
         choice or other experts, and the opinion of such counsel with respect
         to legal matters and the advice of such experts 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 reliance thereon and in
         accordance with such opinion or advice;

                    (vi) 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;

                    (vii) 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


                                       21

<PAGE>

          Trustee reasonable security and indemnity against the costs, expenses
          (including reasonable attorneys' fees and expenses and the reasonable
          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)(vii) shall be taken to relieve the Property
          Trustee, upon the occurrence of a Declaration Event of Default, of its
          obligation to exercise the rights and powers vested in it by this
          Declaration;

                    (viii) 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, security, bond, note, debenture, other
         evidence of indebtedness or other paper or document unless requested in
         writing to do so by one or more Holders, but the Property Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit;

                    (ix) the Property Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents or attorneys; provided that the Property Trustee
         shall be responsible for its own negligence or recklessness with
         respect to selection of any agent or attorney appointed by it
         hereunder;

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

                    (xi) 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 of the Securities 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
         acting in accordance with such instructions;

                    (xii) 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


                                       22

<PAGE>

                    (xiii) the Property Trustee shall not be liable for any
         action taken, suffered or omitted to be taken by it in good faith 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 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 3.13 DURATION OF TRUST. The Trust, unless terminated pursuant
to the provisions of Article VIII hereof, shall exist until December 31, 2006.

         Section 3.14 MERGERS.

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

                (b) The Trust may, 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 of the Securities, the Delaware
Trustee or the Property Trustee, consolidate, amalgamate, merge with or into, or
be replaced by a trust organized as such under the laws of any State of the
United States; provided that:

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

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


                                       23

<PAGE>

                          (B) substitutes for the Trust Preferred Securities
                other securities having substantially the same terms as the
                Trust Preferred Securities (the "Successor Securities") so long
                as the Successor Securities rank the same as the Trust Preferred
                Securities with respect to Distributions, assets 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 Notes;

                    (iii) such merger, consolidation, amalgamation or
         replacement does not cause the Trust Preferred Securities (including
         any Successor Securities) to be downgraded by any nationally recognized
         statistical rating organization, if applicable;

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

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

                    (vi) the Sponsor guarantees the obligations of such
         Successor Entity under the Successor Securities at least to the extent
         provided by the Trust Preferred Securities Guarantee; and

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

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

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

                          (C) following such merger, consolidation, amalgamation
                or replacement, the Trust (or the Successor Entity) will be
                treated for United States income tax purposes as an entity which
                is not subject to United States federal income tax at the entity
                level, and the


                                       24

<PAGE>

                merger will not result in a taxable event to the Holders of the
                Securities for United States federal income tax purposes.

                (c) Notwithstanding Section 3.14(b), the Trust shall not, except
with the consent of Holders of 100% in liquidation amount of the Trust Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an entity
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 Successor
Entity to be classified for United Stated federal income tax purposes as other
than an entity which is not subject to United States federal income tax at the
entity level.

                                   ARTICLE IV

                                     SPONSOR

         Section 4.1 SPONSOR'S PURCHASE OF TRUST COMMON SECURITIES. On the
Closing Date, the Sponsor will purchase all of the Trust Common Securities
issued by the Trust on such date, in an amount that, when taken together with
all other Trust Common Securities then owned by the Sponsor, at least equals 3%
of the capital of the Trust, after giving effect to the issuance of Trust
Preferred Securities on such date.

         Section 4.2 RESPONSIBILITIES OF THE SPONSOR. In connection with the
issue and sale of the Trust Preferred Securities, the Sponsor shall have the
exclusive right and responsibility to engage in the following activities:

                (a) to prepare the Securities Purchase Agreement;

                (b) to determine the States and foreign jurisdictions, if any,
in which to take appropriate action to qualify or register for sale all or part
of the Trust Preferred Securities and to do any and all such acts, other than
actions that must be taken by the Trust, and advise the Trust of actions it must
take, 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 and foreign jurisdictions;
and

                (c) to negotiate the terms of other related agreements in
connection with the sale of the Trust Preferred Securities.


                                       25

<PAGE>

                                   ARTICLE V

                                    TRUSTEES

         Section 5.1 NUMBER OF TRUSTEES. The number of Trustees initially shall
be four (4), 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 Trust Common Securities voting as a class at a meeting
of the Holders of the Trust Common Securities; provided, however, that the
number of Trustees shall in no event be less than two; provided further that (1)
the Delaware Trustee, in the case of a natural person, shall be a person who is
a resident of the State of Delaware or that, if not a natural person, is an
entity which has its principal place of business in the State of Delaware; (2)
at least one Administrative Trustee is an employee or officer of, or is
affiliated with, the Sponsor; and (3) one Trustee shall be the Property Trustee,
and such Trustee may also serve as Delaware Trustee if it meets the applicable
requirements.

         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 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. The Delaware Trustee shall accept
service of process on the Trust in the State of Delaware and execute any
certificates presented to it in execution form and filed under the Business
Trust Act.

         Section 5.3 PROPERTY TRUSTEE; ELIGIBILITY.

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

                    (i) not be an Affiliate of the Sponsor;

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


                                       26

<PAGE>

         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 or Person 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 or Person shall be deemed to be its combined capital and
         surplus as set forth in its most recent report of condition so
         published; and

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

                (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 5.6(c).

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

                (d) The Trust Preferred 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 set forth in Section
5.5 hereof.

         Section 5.4 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 INITIAL ADMINISTRATIVE TRUSTEES.

                (a) The initial Administrative Trustees shall be:

                           Reid E. Simpson and Robert Guttman
                           c/o CCC Information Services Group Inc.
                           World Trade Center Chicago
                           444 Merchandise Mart
                           Chicago, Illinois 60606

                                       27

<PAGE>

                (b) The initial Delaware Trustee shall be:

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE  19890-0001
                           Attn:  Corporate Trust Administration

                (c) The initial Property Trustee shall be:

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE  19890-0001
                           Attn:  Corporate Trust Administration

         Section 5.6 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

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

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

                    (ii) after the issuance of any Securities, by vote of the
         Holders of a Majority in liquidation amount of Trust Common Securities
         voting as a class at a meeting of the Holders of the Trust Common
         Securities; provided, that, in the case of the Property Trustee, such
         Holders have obtained prior approval (by vote or written consent) of
         the Holders of a Majority in liquidation amount of the Securities.

                (b) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.6(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.

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

                (d) 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


                                       28

<PAGE>

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 trustee possessing the
                qualification to act as the Property Trustee under Section 5.3
                (the "Successor Property Trustee") has been appointed and has
                accepted such appointment by written 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
                of the Securities; and

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

                (e) The Holders of the Trust Common Securities shall use their
best efforts to promptly appoint a Successor Property Trustee (subject to the
prior approval, by vote or written consent, of the Holders of a Majority in
liquidation amount of the Securities) or Successor Delaware Trustee, as the case
may be, if the Property Trustee or the Delaware Trustee delivers an instrument
of resignation or is removed in accordance with this Section 5.6.

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

                (g) 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 5.7 VACANCIES AMONG TRUSTEES. If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1,
a vacancy shall occur. A resolution certifying the existence of such vacancy by
the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees shall be conclusive

                                       29

<PAGE>

evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.6.

         Section 5.8 EFFECT OF VACANCIES. The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul the 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 5.6, 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 5.9 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 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 48 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 5.10 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 governmental filing.

                (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.


                                       30

<PAGE>

         Section 5.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Property Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the 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, except that such corporation shall file an amendment to the
Certificate of Trust of the Trust if required by the Business Trust Act.

                                   ARTICLE VI

                                  DISTRIBUTIONS

         Section 6.1 DISTRIBUTIONS. Holders shall receive Distributions (as
defined herein) in accordance with the applicable terms of the relevant Holder's
Securities set forth in the Terms (as defined herein). Distributions shall be
made on the Trust Preferred Securities and the Trust Common Securities in
accordance with the preferences set forth in the Terms. If and to the extent
that the Note Issuer makes a payment of interest (including Compounded Interest
and Additional Interest), other than a payment of interest in the form of PIK
Notes, premium and/or principal on the Notes held by the Property Trustee (the
amount of any such payment being a "Payment Amount"), the Property Trustee shall
and is directed, to the extent practicable and to the extent funds are available
for that purpose, to make a distribution (a "Distribution") of such Payment
Amount to Holders on the same day that it receives such Payment Amount. Such
distributions shall be made by wire transfer of immediately available funds to
the account specified in writing by the applicable Holder.

                                  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 trust preferred securities, representing undivided beneficial
interests in the assets of the Trust (the "Trust Preferred Securities"), having
such terms as are set forth in Annex I (the "Terms"), and one class of trust
common securities, representing undivided beneficial interests in the assets of
the Trust (the "Trust Common Securities"), having such terms as are set forth in
the Terms. The Trust shall not issue any securities or other interests in the
assets of the Trust other than the Trust Preferred Securities and the Trust
Common Securities. The Trust shall not issue any Securities in bearer form. The
Trust may issue fractions of Securities.


                                       31

<PAGE>

                (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. In addition, the amount of any
interest that is paid to the Property Trustee in the form of PIK Notes in
accordance with the Indenture shall be deemed to constitute an additional
contribution to the capital of the Trust by the recipient of the additional
Securities that are issued on account of such PIK Notes in accordance with
paragraph 1 of the Terms.

                (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 nonassessable.

                (d) Every Holder, by virtue of having become a Holder 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.

                (e) The Securities shall have no preemptive rights.

         Section 7.2 EXECUTION AND AUTHENTICATION.

                (a) The Certificates representing the Securities shall be signed
on behalf of the Trust by an Administrative Trustee. In case any Administrative
Trustee of the Trust who shall have signed any of the Certificates representing
the Securities shall cease to be such Administrative Trustee before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such Certificates
had not ceased to be such Administrative Trustee; and any Certificates may be
signed on behalf of the Trust by such Persons who, at the actual date of
execution of such Certificate, 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 an Administrative Trustee.

                (b) One Administrative Trustee shall sign the Certificates
representing the Trust Preferred Securities for the Trust by manual or facsimile
signature. Unless otherwise determined by the Trust, one Administrative Trustee
shall sign the Certificates representing the Trust Common Securities for the
Trust by a manual signature.

         A Certificate representing a Trust Preferred 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
Certificate has been authenticated under this Declaration.

         Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate and make available for delivery the
Certificates. The aggregate number of Trust Preferred Securities outstanding at
any time shall not exceed the number set forth in paragraph 1 of the Terms
except as provided in Section 7.6.

         The Property Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate Certificates representing the Trust Preferred
Securities. An authenticating


                                       32

<PAGE>

agent may authenticate Certificates 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 Certificates representing the Trust
Preferred Securities and the Property Trustee's certificate of authentication
shall be substantially in the form of Exhibit A-1, and the Certificates
representing the Trust 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 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
Certificates may have letters, numbers, notations or other marks of
identification or designation and such legends or endorsements required by law.
Each Certificate representing a Trust Preferred Security shall be dated the date
of its authentication. The terms and provisions of the Securities set forth in
the Terms 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.

         The Trust Preferred Securities shall be issued in the form of
individual Certificates in definitive, fully registered form and shall bear the
Restricted Securities Legend set forth in Exhibit A-1 hereto (the "Restricted
Trust Preferred Securities"). Restricted Trust Preferred Securities will bear
the Restricted Securities Legend set forth on Exhibit A-1 unless removed in
accordance with this Section 7.3.

         Section 7.4 PAYING AGENT. The Trust shall maintain in Chicago, Illinois
(i) an office or agency where Trust Preferred Securities may be presented for
registration of transfer or exchange and (ii) an office or agency where Trust
Preferred Securities may be presented for payment (the agent responsible for
such office being referred to herein as the "Paying Agent"). The Trust may
appoint the Paying Agent and may appoint one or more additional paying agents in
such other locations as it shall determine. The term "Paying Agent" includes any
additional paying agent. The Trust may change any Paying 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 Paying Agent
not a party to this Declaration. If the Trust fails to appoint or maintain
another entity as Paying Agent, the Property Trustee shall act as such. Neither
the Trust, the Sponsor, nor any Affiliate of either the Trust or the Sponsor may
act as Paying Agent for the Trust Preferred Securities. The Trust shall act as
Paying Agent for the Trust Common Securities.

         The Trust initially appoints the Property Trustee as Paying Agent for
the Trust Preferred 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


                                       33
<PAGE>

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 principal or distribution on
the Securities, and will notify the Property Trustee if there are insufficient
funds. 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.

         Section 7.6 REPLACEMENT CERTIFICATES. If the holder of a Security
claims that the Certificate evidencing such Security has been lost, destroyed or
wrongfully taken or if such Certificate is mutilated and is surrendered to the
Trust or in the case of the Trust Preferred Securities to the Property Trustee,
the Trust shall issue and the Property Trustee shall authenticate and make
available for delivery a replacement Certificate if the Property Trustee's and
the Trust's requirements, as the case may be, are met. If required by the
Property Trustee or the Trust, an indemnity bond must be sufficient in the
judgment of both to protect the Trustees, the Property Trustee, the Sponsor or
any authenticating agent from any loss which any of them may suffer if a
Certificate is replaced. The Trust may charge for its expenses in replacing a
Certificate.

         In case any Security evidenced by such mutilated, destroyed, lost or
stolen Certificate has become or is about to become due and payable, or is about
to be purchased by the Sponsor pursuant to Article III hereof, the Sponsor in
its discretion may, instead of issuing a new Certificate, pay or purchase such
Security, as the case may be.

         Every Security evidenced by a replacement Certificate is an additional
obligation of the Trust.

         Section 7.7 OUTSTANDING TRUST PREFERRED SECURITIES.The Trust Preferred
Securities outstanding at any time are all the Trust Preferred Securities
authenticated by the Property Trustee except for those canceled by it, those
delivered to it for cancellation, and those described in this Section as not
outstanding.

         If a Certificate evidencing a Trust Preferred 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 Trust Preferred Security is held by a bona fide purchaser.

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

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

         Section 7.8 TRUST PREFERRED SECURITIES IN TREASURY. In determining
whether the Holders of the required amount of Securities have concurred in any
direction, waiver or consent, Trust Preferred Securities owned by the Trust, the
Sponsor or an Affiliate of the


                                       34

<PAGE>

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 knows are so owned shall be
so disregarded.

         Section 7.9 CANCELLATION. The Trust at any time may deliver Trust
Preferred Securities to the Property Trustee for cancellation. The Paying Agent
shall forward to the Property Trustee any Trust Preferred Securities surrendered
to it for registration of transfer, redemption, exchange or payment. The
Property Trustee shall promptly cancel all Trust Preferred Securities
surrendered for registration of transfer, redemption, exchange, payment,
replacement or cancellation and shall dispose of canceled Certificates
representing Trust Preferred Securities as the Trust directs. The Property
Trustee may, but shall not be required to, destroy any such canceled
Certificates representing Trust Preferred Securities. The Trust may not issue
new Trust Preferred Securities to replace the Trust Preferred Securities that it
has paid or that have been delivered to the Property Trustee for cancellation.

                                  ARTICLE VIII

                              TERMINATION OF TRUST

         Section 8.1 TERMINATION OF TRUST.

                (a) The Trust shall dissolve:

                    (i) on December 31, 2006, the expiration date of the Trust;

                    (ii) upon the occurrence of a Bankruptcy Event in respect
         of, or the liquidation of, the Sponsor;

                    (iii) upon the filing of a certificate of dissolution or its
         equivalent with respect to the Sponsor, or the revocation of the
         charter of the Sponsor and the expiration of 90 days after the date of
         revocation without a reinstatement thereof, or the filing of a
         certificate of cancellation with respect to the Trust;

                    (iv) after having obtained the consent of at least a
         Majority in liquidation amount of the Securities, voting together as a
         single class, to dissolve;

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

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


                                       35

<PAGE>

                    (vii) upon the occurrence and continuation of a Special
         Event pursuant to which the Trust shall have been dissolved in
         accordance with the terms of the Securities and all of the Notes
         endorsed thereon shall have been distributed to the Holders of
         Securities in exchange for all of the Securities; provided, that if the
         Special Event is a Tax Event the dissolution of the Trust and the
         distribution of the Notes pursuant to this clause (vii) shall be
         conditioned upon the Administrative Trustees' receipt of a No
         Recognition Opinion; or

                    (viii) before the issuance of any Securities, with the
         consent of all the Administrative Trustees and the Sponsor.

                (b) Subject to the Terms of the Securities and clause (vii) of
paragraph (a) above, following dissolution of the Trust, the Trustees shall
liquidate any remaining Trust property and pay or provide for all claims of
creditors of the Trust.

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

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

                                   ARTICLE IX

                              TRANSFER AND EXCHANGE

         Section 9.1 GENERAL.

                (a) Where Trust Preferred Securities are presented to any
Administrative Trustee or any registrar appointed by the Administrative Trustees
(such Administrative Trustee or registrar, the "Registrar") with a request to
register a transfer or to exchange them for an equal number of Trust Preferred
Securities represented by different certificates, the Registrar shall register
the transfer or make the exchange if its requirements for such transactions are
met. To permit registrations of transfers and exchanges, the Trust shall issue
and the Property Trustee shall authenticate Trust Preferred Securities at the
Registrar's request.

                (b) 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 and the Terms of the Securities
shall be null and void.

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


                                       36

<PAGE>

                    (i) the Trust would be classified for United States federal
         income tax purposes as other than an entity which is not subject to
         United States federal income tax at the entity level; or

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

                (d) For so long as the Securities remain outstanding, the
Sponsor will covenant (i) to use its reasonable efforts to cause the Trust (A)
to remain a statutory business trust, except in connection with a distribution
of Notes to the Holders of Securities in liquidation of the Trust, the
redemption of all Securities or certain mergers, consolidations or
amalgamations, each as permitted by this Declaration and (B) to continue to be
classified as an entity which is not subject to United States federal income tax
at the entity level, and not as an association taxable as a corporation, for
United States federal income tax purposes and (ii) to use its reasonable efforts
to cause each Holder of Securities to be treated as owning an undivided
beneficial interest in the Notes.

         Section 9.2 TRANSFER PROCEDURES AND RESTRICTIONS.

                (a) GENERAL. If Trust Preferred Securities are issued upon the
transfer, exchange or replacement of Trust Preferred 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 Trust Preferred Securities,
the Trust Preferred 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 may include an opinion of counsel, as may be
required by the Trust, that neither the legend nor the restrictions on transfer
set forth therein are required to ensure that transfers thereof comply with the
provisions of Rule 144 under the Securities Act or that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision of such satisfactory evidence, the Property Trustee, at the written
direction of the Trust, shall authenticate and deliver Trust Preferred
Securities that do not bear the legend.

                (b) TRANSFER AND EXCHANGE OF TRUST PREFERRED SECURITIES. When
Certificates representing Trust Preferred Securities are presented to the
Registrar:

                    (i) to register the transfer of such Trust Preferred
         Securities; or

                    (ii) to exchange such Certificates for one or more
         Certificates representing an equal number of Trust Preferred
         Securities,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Certificates representing the Trust Preferred Securities surrendered
for transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Trust and the
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

                                       37

<PAGE>

                (c) LEGEND. Except as permitted by the following paragraph (ii),
each Certificate representing a Trust Preferred Security shall bear a legend
(the "Restricted Securities Legend") in substantially the following form:

                  THIS SECURITY AND ANY NOTE ISSUED IN EXCHANGE FOR THIS
                  SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAWS. NEITHER THIS 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, THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT. BY THE ACQUISITION HEREOF, THE HOLDER
                  AGREES THAT SUCH HOLDER WILL GIVE EACH PERSON TO WHOM THIS
                  SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
                  OF THIS LEGEND. IN THE CASE OF ANY TRANSFER OR OTHER
                  DISPOSITION MADE OTHERWISE THAN PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE HOLDER
                  HEREOF SHALL BE REQUIRED TO PROVIDE TO THE TRUST AND THE
                  REGISTRAR, PRIOR TO SUCH TRANSFER, AN OPINION OF COUNSEL,
                  SATISFACTORY TO THE TRUST, THAT SUCH TRANSFER IS EXEMPT FROM,
                  OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND
                  IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.

                    (ii) Upon any sale or transfer of a Restricted Trust
         Preferred Security pursuant to an effective registration statement
         under the Securities Act or pursuant to Rule 144 under the Securities
         Act, the Registrar shall permit the Holder thereof to exchange the
         Certificate representing such Restricted Trust Preferred Security for a
         Certificate that does not bear the Restricted Securities Legend and
         rescind any restriction on the transfer of such Restricted Trust
         Preferred Security.

                (d) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF TRUST
PREFERRED SECURITIES.

                    (i) To permit registrations of transfers and exchanges, the
         Trust shall execute and the Property Trustee shall authenticate Trust
         Preferred Securities at the Registrar's request.

                    (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 reasonably require) in respect of any tax
         or other governmental charge that may be imposed in relation to it.
         Upon surrender for registration of


                                       38

<PAGE>

         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 duly authorized in writing. Each
         Security surrendered for registration of transfer shall be canceled by
         the Administrative Trustees. 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.

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

                    (iv) All Trust Preferred 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 Trust Preferred Securities surrendered upon such
         transfer or exchange.

                (e) NO OBLIGATION OF THE PROPERTY TRUSTEE.

                    (i) All notices and communications to be given to the
         Holders and all payments to be made to Holders under the Trust
         Preferred Securities shall be given or made only to or upon the order
         of the registered Holders.

                    (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 Trust Preferred 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.

         Section 9.3 DEEMED SECURITY HOLDERS. The Trustees may treat the Person
in whose name any Certificate shall be registered on the books and records of
the Trust as the sole holder of such Certificate and of the Securities
represented by such Certificate for purposes of receiving Distributions and for
all other purposes whatsoever and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such Certificate or in the
Securities represented by such Certificate on the part of any Person, whether or
not the Trust shall have actual or other notice thereof.


                                       39

<PAGE>

                                   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 Trust
Preferred Securities Guarantee and the Trust Common Securities Guarantee, the
Sponsor shall not be:

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

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

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

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

         Section 10.2 EXCULPATION.

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

                                       40

<PAGE>

existence and amount of assets from which Distributions to Holders of Securities
might properly be paid.

         Section 10.3 FIDUCIARY DUTY.

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

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

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

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

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


                                       41

<PAGE>

         Section 10.4 INDEMNIFICATION.

                (a) (i) The Note 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 reasonable expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the Company
Indemnified Person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Trust, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

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


                                       42

<PAGE>

         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 Holders of Trust Common Securities.

                    (v) Expenses (including attorneys' fees) incurred by a
         Company Indemnified Person in defending a civil, criminal,
         administrative or investigative action, suit or proceeding referred to
         in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the
         Note 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 shall ultimately
         be determined that he is not entitled to be indemnified by the Note
         Issuer as authorized in this Section 10.4(a). Notwithstanding the
         foregoing, no advance shall be made by the Note 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
         Holders of Trust Common Securities, that, based upon the facts known to
         the Administrative Trustees, counsel or the Holders of Trust Common
         Securities 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 Holders of Trust Common Securities reasonably determine that such
         person deliberately breached his duty to the Trust, Holders of Trust
         Common Securities or Holders of Trust Preferred Securities.

                    (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 Note Issuer or Holders of Trust Preferred Securities
         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 Note Issuer and each Company
         Indemnified Person who serves in such capacity at any time while this
         Section


                                       43

<PAGE>

         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 Note 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 Note 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 (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 Note 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), including the Property Trustee and the Delaware Trustee in their
respective individual capacities, being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any and all loss, liability, claim, action, suit, cost or expense including
taxes (other than taxes based on the income of such Fiduciary Indemnified
Person) of any kind or nature whatsoever incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration or the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the resignation or
removal of the Property Trustee or the Delaware Trustee and 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

                                       44

<PAGE>

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

         Section 10.6 COMPENSATION; FEES. The Sponsor agrees to pay to each of
the Property Trustee and the Delaware Trustee such compensation (including, but
not limited to, the payment or reimbursement of any expenses), as may be agreed
separately to by the Sponsor in writing, for all services rendered by such
Trustee hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust) including
compensation for services rendered up to the time of any removal or resignation
of such Trustee.

         To the fullest extent permitted by law, the parties intend that the
provisions of Section 3561 of Title 12 of the Delaware Code shall not apply to
the Trust and that the compensation payable hereby shall not be subject to
review by any court of competent jurisdiction, whether pursuant to Section 3560
of Title 12 of the Delaware Code or otherwise.

         The provisions of this Section 10.6 shall survive the termination of
the Trust and the satisfaction and discharge of this Declaration and the removal
or resignation of any Trustee.

                                   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 Trust shall use


                                       45

<PAGE>

the accrual method of accounting for United States federal income tax purposes.
The books of account and the records of the Trust shall be examined by and
reported upon as of the end of each Fiscal Year by a firm of independent
certified public accountants selected by the Administrative Trustees.

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

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

                (d) 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 1065 or such other form required by United States
federal income tax law, and any other annual income and information tax returns
required to be filed by the Administrative Trustees on behalf of the Trust with
any state or local taxing authority, in each case consistent with the position
that the Trust is classified for United States federal income tax purposes as an
entity which is not subject to United States federal income tax at the entity
level.

         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 Notes 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, if any, 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 Trustee 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


                                       46

<PAGE>

withholding to the Holder. In the event of any claimed overwithholding, 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) This Declaration may be amended from time to time by the
Sponsor, the Property Trustee and the Administrative Trustees, without the
consent of the Holders of Securities, (i) to 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 ministerial matters or questions arising under the Declaration, which
shall not be inconsistent with the other provisions of the Declaration, (ii) to
conform to any change in Rule 3a-5 or written change in interpretation or
application of Rule 3a-5 by any legislative body, court, government agency or
regulatory authority which amendment does not have a material adverse effect on
the rights, preferences or privileges of the Holders of the Securities, or (iii)
to modify, eliminate or add to any provisions of the Declaration to such extent
as shall be necessary to ensure that the Trust will not be taxable as a
corporation or will be classified for United States federal income tax purposes
as an entity which is not subject to United States federal income tax at the
entity level at all times that any Securities are outstanding or to ensure that
the Trust will not be required to register as an "investment company" under the
Investment Company Act; provided, that in the case of clause (i) above such
actions shall not adversely affect in any material respect the interests of any
Holder of Securities, and any amendments of the Declaration shall become
effective when notice thereof is given to the Holders of Securities.

                (b) Except as provided in (a) above and (c) below, this
Declaration may be amended by the Trustees and the Trust with (i) the consent of
Holders representing not less than a Majority in liquidation amount of the
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 for United States federal income tax purposes as an entity which is not
subject to United States federal income tax at the entity level or the Trust's
exemption from status as an "investment company" under the Investment Company
Act.

                (c) Without the consent of each Holder of Securities, the
Declaration may not be amended to (i) change the amount or timing of any
Distribution on the Securities or otherwise adversely affect the amount of any
Distribution required to be made in respect of the Securities on a specified
date or (ii) restrict the right of a Holder of Securities to institute suit for
the enforcement of any such payment on or after such date.


                                       47

<PAGE>

         Section 12.2 MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
CONSENT.
                (a) Meetings of the Holders of any class of Securities may be
called at any time by the 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 or
the terms of the Securities. 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% in
liquidation amount of such class of Securities. Such direction shall be given by
delivering to the Administrative Trustees one or more calls in a writing stating
that the signing Holders of Securities wish to call a meeting and indicating the
general or specific purpose for which the meeting is to be called. Any Holders
of Securities calling a meeting shall specify in writing the Certificates held
by the Holders of Securities exercising the right to call a meeting and only
those Securities represented by the Certificates so 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 of
Securities:

                    (i) notice of any such meeting shall be given to all the
         Holders of Securities having a right to vote thereat at least seven
         days and not more than 60 days before the date of such meeting.
         Whenever a vote, consent or approval of the Holders of Securities is
         permitted or required under this Declaration or the rules of any stock
         exchange or over the counter market on which the Trust Preferred
         Securities are listed or admitted for trading, such vote, consent or
         approval may be given at a meeting of the Holders of Securities. Any
         action that may be taken at a meeting of the Holders of Securities may
         be taken without a meeting if a consent in writing setting forth the
         action so taken is signed by the Holders of Securities owning not less
         than the minimum amount of Securities in liquidation amount that would
         be necessary to authorize or take such action at a meeting at which all
         Holders of Securities having a right to vote thereon were present and
         voting. Prompt notice of the taking of action without a meeting shall
         be given to the Holders of Securities entitled to vote who have not
         consented in writing. The Administrative Trustees may specify that any
         written ballot submitted to the Security Holders 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 of a Security may authorize any Person to
         act for it by proxy on all matters in which a Holder of Securities is
         entitled to participate, including waiving notice of any meeting, or
         voting or participating at a meeting. No proxy shall be valid after the
         expiration of 11 months from the date thereof unless otherwise provided
         in the proxy. Every proxy shall be revocable at the pleasure of the
         Holder of Securities executing it. Except as otherwise provided herein,
         all matters relating to the giving, voting or validity of proxies shall
         be governed by the General Corporation Law of the State of


                                       48

<PAGE>

         Delaware relating to proxies, and judicial interpretations thereunder,
         as if the Trust were a Delaware corporation and the Holders of the
         Securities were stockholders of a Delaware corporation;

                    (iii) each meeting of the Holders of the Securities shall be
         conducted by the 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 or the Trust Indenture Act provide otherwise,
         the Administrative Trustees, in their sole discretion, shall establish
         all other provisions relating to meetings of Holders of Securities,
         including notice of the time, place or purpose of any meeting at which
         any matter is to be voted on by any Holders of Securities, waiver of
         any such notice, action by consent without a meeting, the establishment
         of a record date, quorum requirements, voting in person or by proxy or
         any other matter with respect to the exercise of any such right to
         vote.

                                  ARTICLE XIII

                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

         Section 13.1 REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE. The
Property Trustee that acts as initial Property Trustee represents and warrants
to the Trust, the Sponsor and the Holders at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust, the
Sponsor and the Holders at the time of the Successor Property Trustee's
acceptance of its appointment as Property Trustee that:

                (a) The Property Trustee is a banking corporation with trust
powers, duly organized, validly existing and in good standing under the laws of
the State of Delaware, with full corporate 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 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 the Declaration
by the Property Trustee does not violate, conflict with or constitute a breach
of (i) the certificate of incorporation or By-laws of the Property Trustee, (ii)
any law, rule, regulation, order, judgment or decree applicable to the Property
Trustee, or (iii) any indenture, mortgage,


                                       49

<PAGE>

license, agreement or other instrument to which the Property Trustee is a party
or by which it is bound.

                (d) At the Closing Date, the Property Trustee will be the record
holder of the Notes, and the Property Trustee has not created any liens or
encumbrances on such Notes.

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

         Section 13.2 REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE. The
Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust, the Sponsor and the Holders at the date of this Declaration and at the
time of Closing, and each Successor Delaware Trustee represents and warrants to
the Trust, the Sponsor and the Holders 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 as a banking corporation 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 the Declaration has been duly authorized by all necessary corporate
action on the part of the Delaware Trustee. The 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) The execution, delivery and performance of the Declaration
by the Delaware Trustee does not violate, conflict with or constitute a breach
of (i) the certificate of incorporation or by-laws of the Delaware Trustee, (ii)
any law, rule, regulation, order, judgment or decree applicable to the Delaware
Trustee, or (iii) any indenture, mortgage, license, agreement or other
instrument to which the Delaware Trustee is a party or by which it is bound.

                (d) No consent, approval or authorization of, or registration
with or notice to, any State of Delaware or Federal banking authority is
required to be made, obtained or given, as the case may be, by the Delaware
Trustee for the execution, delivery or performance by the Delaware Trustee of
this Declaration.

                (e) The Delaware Trustee is an entity which has its principal
place of business in the State of Delaware.



                                       50

<PAGE>

                (f) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and the Declaration.

                                   ARTICLE XIV

                                  MISCELLANEOUS

         Section 14.1 NOTICES. All notices provided for in this Declaration
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, sent by facsimile 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 of the Securities):

                           CCC Capital Trust
                           World Trade Center Chicago
                           444 Merchandise Mart
                           Chicago, Illinois 60654
                           Phone: 312-222-4636
                           Fax: 312-527-2298

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

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE  19890-0001
                           Attn:  Corporate Trust Administration
                           Phone:  302-651-1118
                           Fax:  302-651-1576

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

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE  19890-0001
                           Attn:  Corporate Trust Administration
                           Phone:  302-651-1118
                           Fax:  302-651-1576


                                       51

<PAGE>

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

                           CCC Information Services Group Inc.
                           World Trade Center Chicago
                           444 Merchandise Mart
                           Chicago, Illinois 60654
                           Attn: Chief Financial Officer
                           Phone: 312-222-4636
                           Fax: 312-527-2298

                (e) if given to any other Holder, at the address set forth on
the books and records of the Trust or the Registrar, as applicable.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or three (3) Business Days after the
same has been mailed by United States certified or registered 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 14.2 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 its principles of conflict of laws.

         Section 14.3 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 partnership. The provisions of this Declaration shall be
interpreted to further this intention of the parties. The parties hereto further
agree that the Holder of a majority of the Trust Common Securities shall be the
Tax Matters Partner (as defined in Section 6231 of the Code).

         Section 14.4 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.

         Section 14.5 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 14.6 PARTIAL ENFORCEABILITY. If any provision of this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the


                                       52

<PAGE>

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 14.7 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.





                                       53



<PAGE>


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



                               Reid E. Simpson,
                               as Administrative Trustee



                               By: /s/ Reid E. Simpson
                                   -------------------------------------------
                               Name:  Reid E. Simpson
                                     -----------------------------------------
                               Title: Administrative Trustee
                                      ----------------------------------------



                               Robert Guttman,
                               as Administrative Trustee


                               By: /s/ Robert Guttman
                                   -------------------------------------------
                               Name:  Robert Guttman
                                     -----------------------------------------
                               Title: Administrative Trustee
                                      ----------------------------------------



                               WILMINGTON TRUST COMPANY,
                               as Property Trustee and Delaware Trustee



                               By: /s/ Jill K. Morrison
                                   -------------------------------------------
                               Name:  Jill K. Morrison
                                     -----------------------------------------
                               Title: Financial Services Officer
                                      ----------------------------------------


                               CCC INFORMATION SERVICES GROUP INC.,
                               as Sponsor


                               By: /s/ Reid E. Simpson
                                   -------------------------------------------
                               Name:  Reid E. Simpson
                                     -----------------------------------------
                               Title: Executive Vice President and Chief
                                        Financial Officer
                                      ----------------------------------------




                                        54

<PAGE>



                                                                         ANNEX I


                                    TERMS OF
                           TRUST PREFERRED SECURITIES
                                       AND
                             TRUST COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of February 23, 2001 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Trust Preferred Securities and the Trust
Common Securities are set out below (each capitalized term used herein but not
defined herein has the meaning set forth in the Declaration or, if not defined
in such Declaration, as defined in the Securities Purchase Agreement):

         1. DESIGNATION AND NUMBER.

                (a) "TRUST PREFERRED SECURITIES." (i) 15,000 Trust Preferred
Securities to be issued on the Closing Date for the consideration therefore as
provided in the Securities Purchase Agreement and (ii) such number of Trust
Preferred Securities as shall be equal to the quotient of (x) 97% of the amount
of any interest payments on Notes that, pursuant to the Indenture, are paid in
the form of PIK Notes (with the amount of such interest payments being equal to
the principal amount of such PIK Notes), divided by (y) 1,000. Any Trust
Preferred Securities provided for in clause (ii) of the immediately preceding
sentence shall be issued to the holders of Trust Preferred Securities
outstanding immediately prior to the issuance of such new Trust Preferred
Securities in amounts proportionate to the respective ownership percentage of
each Holder with respect to such existing Trust Preferred Securities and shall
be deemed to be issued and outstanding immediately upon the issuance to the
Property Trustee of the applicable PIK Notes. The Trust Preferred Securities
shall have a liquidation amount with respect to the assets of the Trust of
$1,000 per Trust Preferred Security. The Certificates evidencing the Trust
Preferred 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.

                (b) "TRUST COMMON SECURITIES." (i) 463.918 Trust Common
Securities to be issued on the Closing Date for the consideration therefor as
provided in the Common Securities Subscription Agreement of even date herewith,
between the Trust and Sponsor and (ii) such number of Trust Common Securities as
shall be equal to the quotient of (x) 3% of the amount of any interest payments
on Notes that, pursuant to the Indenture, are paid in the form of PIK Notes
(with the amount of such interest payments being equal to the principal amount
of such PIK Notes), divided by (y) 1,000. Any Trust Common Securities provided
for in clause (ii) of the immediately preceding sentence shall be issued to the
holders of Trust Common Securities outstanding immediately prior to the issuance
of such new Trust Common Securities in amounts proportionate to the respective
ownership percentages of each Holder with respect to such existing Trust


                                ANNEX 1-PAGE 1

<PAGE>

Common Securities and shall be deemed to be issued and outstanding immediately
upon the issuance to the Property Trustee of the applicable PIK Notes. The Trust
Common Securities shall have a liquidation amount with respect to the assets of
the Trust of $1,000 per Trust Common Security. The Certificates evidencing the
Trust Common Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

         2. DISTRIBUTIONS.

                (a) Distributions payable on each Security will be (i) for the
first three years from the date of the Closing Date, fixed at a rate per annum
of 9% of the stated liquidation amount of $1,000 per Security, payable in cash
except as set forth below, and (ii) thereafter, fixed at a rate per annum of 11%
of the stated liquidation amount of $1,000 per Security (plus any Additional
Payments, as defined in the Indenture, payable by the Note Issuer in respect of
any $1,000 principal amount of Notes), payable in cash (the rate referred to in
clause (i) or (ii), as applicable, referred to herein as the "Coupon Rate"). The
Coupon Rate corresponds to the rate of interest payable on the Notes to be held
by the Property Trustee. Distributions in arrears will bear interest thereon
compounded quarterly at the Coupon Rate (to the extent permitted by applicable
law). The term "Distributions" as used herein includes any such interest
including any Additional Interest and Compounded Interest payable unless
otherwise stated. A Distribution is payable only to the extent that cash
payments are made in respect of the Notes held by the Property Trustee and to
the extent the Property Trustee has funds available therefore. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed.

                (b) Distributions on the Securities will be cumulative and will
accumulate whether or not there are funds of the Trust available for payment of
Distributions. Distributions will accrue from February 23, 2001 and will be
payable quarterly and in arrears, on the following Distribution dates, which
dates correspond to the interest payment dates on the Notes: March 31, June 30,
September 30 and December 31 of each year, commencing on February 23, 2001,
when, as and if available for payment by the Property Trustee, except as
otherwise described below. The Note Issuer has the right under the Indenture,
subject to certain limitations, to pay interest on the Notes in the form of PIK
Notes for the first three years following the Closing Date. In the event that
interest payable on the Notes on any interest payment date during such term is
paid in the form of PIK Notes, then (i) no Distribution will be paid on such
date (except to the extent that any portion of such interest is paid in cash),
and no interest in arrears will accrue on such Distribution, and (ii) additional
Trust Preferred Securities and Trust Common Securities will be issued on such
date in accordance with paragraphs 1(a) and 1(b) above.


                                ANNEX 1-PAGE 2

<PAGE>

                (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
relevant record dates. The relevant record dates shall be 15 days prior to the
relevant payment dates, except as otherwise described in this Annex I to the
Declaration. The relevant record dates for the Trust Common Securities shall be
the same record dates as for the Trust Preferred Securities. Distributions
payable on any Securities that are not punctually paid on any Distribution
payment date, as a result of the Note Issuer having failed to make a payment
under the Notes, will cease to be payable to the Person in whose name such
Securities are registered on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Securities
are registered on 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 distribution or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date.

                (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 of the Securities.

         3. LIQUIDATION DISTRIBUTION UPON DISSOLUTION. In the event of any
voluntary or involuntary dissolution, winding-up or termination of the Trust
(each, a "Liquidation"), the Administrative Trustees, after satisfaction of
creditors of the Trust, if any, shall, at the election of, and at the time
directed by, a Majority in liquidation amount of the Securities, either (i)
cause Notes held by the Property Trustee, having a principal amount equal to the
aggregate stated liquidation amount of the Securities, to be distributed to the
Holders of the Securities in liquidation of such Holders' interest in the Trust
on a Pro Rata basis or (ii) make distributions out of the assets of the Trust in
an amount equal to the aggregate of the stated liquidation amount of $1,000 per
Security plus accrued and unpaid Distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"), provided that, if the
Liquidation is related to a Special Event, distribution shall be made in
accordance with Section 4(c) below. Such payments will be made my wire transfer
of immediately available funds to the account specified in writing by the
applicable Holder.

         If, upon any such Liquidation (other than a Liquidation related to a
Special Event), the Liquidation Distribution can be paid only in part because
the Trust has insufficient assets 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 in accordance with paragraph 8
below, as if a Declaration Event of Default shall have occurred and be
continuing.


                                ANNEX 1-PAGE 3

<PAGE>

         4. REDEMPTION AND DISTRIBUTION.

                (a) Upon the repayment or redemption of the Notes in whole or in
part, whether at maturity, upon acceleration, earlier redemption or otherwise,
the proceeds from such repayment or payment shall be simultaneously applied to
redeem, in cash, Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the Notes so repaid or redeemed at a redemption
price equal to the redemption price of such repaid or redeemed Notes (as
specified in the Indenture), together with accrued and unpaid Distributions
thereon through the date of the redemption (the "Redemption Price"). To the
extent practicable, Holders will be given not less than 30 nor more than 60
days' notice of such redemption. Such payments will be made by wire transfer of
immediately available funds to the account specified in writing by the
applicable Holder.

                (b) If fewer than all of the outstanding Securities are to be so
redeemed, the Trust Common Securities and the Trust Preferred Securities will be
redeemed Pro Rata, and the Trust Preferred Securities to be redeemed will be as
described in paragraph 4(f)(ii) below.

                (c) If, at any time, a Tax Event or an Investment Company Event
(each as defined below and each a "Special Event") shall occur and be
continuing, the Administrative Trustees shall, unless the Notes are redeemed in
the limited circumstances involving a Redemption Tax Event (as defined below),
dissolve the Trust and, after satisfaction of creditors of the Trust, if any,
cause Notes held by the Property Trustee, having a principal amount equal to the
aggregate stated liquidation amount of the Securities, to be distributed to the
Holders of the Securities in liquidation of such Holders' interest in the Trust
on a Pro Rata basis, within 90 days following the occurrence of such Special
Event (the "90 Day Period"); provided, however, that in the case of a Tax Event,
such dissolution and distribution shall be conditioned on the Administrative
Trustees' receipt of an opinion of a nationally recognized independent tax
counsel experienced in such matters (a "No Recognition Opinion"), which opinion
may rely on published revenue rulings of the Internal Revenue Service, to the
effect that the Holders of the Trust Preferred Securities will not recognize any
income, gain or loss for United States federal income tax purposes as a result
of such dissolution and distribution of Notes, and provided, further, that if at
the time there is available to the Trust the opportunity to eliminate, within
the 90 Day Period, the Special Event by taking some ministerial action, such as
filing a form or making an election, or pursuing some other similar reasonable
measure which in the sole judgment of the Sponsor, has or will cause no material
adverse effect on the Trust, the Sponsor or the Holders of the Securities and
will involve no material cost ("Ministerial Action"), the Trust will pursue such
Ministerial Action in lieu of dissolution.

         If in the event of a Tax Event, (i) the Administrative Trustees have
received an opinion (a "Redemption Tax Opinion") of a nationally recognized
independent tax counsel experienced in such matters that, as a result of such
Tax Event, there is more than an insubstantial risk that the Note Issuer would
be precluded from deducting the interest


                                ANNEX 1-PAGE 4

<PAGE>

on the Notes for United States federal income tax purposes even if the Notes
were distributed to the Holders of Securities in liquidation of such Holders'
interest in the Trust as described in this paragraph 4(c), or (ii) the
Administrative Trustees shall have been informed by such tax counsel that a No
Recognition Opinion cannot be delivered to the Trust (each such case, a
"Redemption Tax Event"), the Note Issuer shall have the right, upon not less
than 30 nor more than 60 days' notice, to redeem the Notes in whole (but not in
part) for cash within 90 days following the occurrence of such Redemption Tax
Event at a Redemption Price equal to 100% of the principal amount of the Notes
so redeemed, plus any accrued and unpaid interest thereon to the date fixed for
redemption and promptly following such redemption, the Securities shall be
redeemed at the Redemption Price on a Pro Rata basis at $1,000 per Security plus
accrued and unpaid distributions thereon to the date fixed for redemption;
provided, however, that if at the time there is available to the Note Issuer or
the Trust the opportunity to eliminate, within such 90 Day Period, the
Redemption Tax Event by taking some Ministerial Action which has no adverse
effect on the Trust, the Holders of Securities or the Note Issuer, the Trust or
the Note Issuer will pursue such Ministerial Action in lieu of redemption.

         "Tax Event" means that the Administrative Trustees shall have received
an opinion of a nationally recognized independent tax counsel experienced in
such matters (a "Dissolution Tax Opinion") 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 political
subdivision or taxing authority thereof or therein, (b) any amendment to, or
change in, an interpretation or application of any such laws or regulations by
any legislative body, court, governmental agency or regulatory authority
(including the enactment of any legislation and the publication of any judicial
decision or regulatory determination), (c) any interpretation or pronouncement
that provides for a position with respect to such laws or regulations that
differs from the theretofore generally accepted position or (d) any action taken
by any governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after the date hereof (collectively, a "Change in Tax Law"), there is more
than an insubstantial risk that (i) the Trust is, or will be within 90 days of
the date of such Dissolution Tax Opinion, subject to United States federal
income tax with respect to interest accrued or received on the Notes, (ii) the
Trust is, or will be within 90 days of the date of such Dissolution Tax Opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges, or (iii) interest payable by the Note Issuer to the Trust
on the Notes is not, or within 90 days of the date of such Dissolution Tax
Opinion will not be, deductible by the Note Issuer for United States federal
income tax purposes. Notwithstanding anything in the previous sentence to the
contrary, a Tax Event shall not include any Change in Tax Law that requires the
Note Issuer for United States federal income tax purposes to defer taking a
deduction for any original issue discount ("OID") that accrues with respect to
the Notes until the interest payment related to such OID is paid by the Note
Issuer in money; provided, that such Change in Tax Law does not create more than
an insubstantial risk that the Note Issuer will be prevented from taking a
deduction for OID accruing with respect to the Notes at a


                                ANNEX 1-PAGE 5

<PAGE>

date that is no later than the date the interest payment related to such OID is
actually paid by the Note Issuer in money.

         "Investment Company Event" means that the Administrative Trustees shall
have received an opinion of a nationally recognized independent counsel
experienced in practice under the Investment Company Act (an "Investment Company
Event Opinion") that, as a result of a change in law or regulation or a change
in interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
there is more than an insubstantial risk that the Trust is or will be considered
an Investment Company which is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the date
of the Securities Purchase Agreement.

         On the date fixed for any distribution of Notes, upon dissolution of
the Trust: (i) the Securities will no longer be deemed to be outstanding and
(ii) certificates representing Securities will be deemed to represent beneficial
interests in Notes having an aggregate principal amount equal to the stated
liquidation amount, and bearing accrued and unpaid interest equal to accrued and
unpaid Distributions, on such Securities until such certificates are presented
to the Note Issuer or its agent for transfer or reissuance.

                (d) The Trust may not redeem fewer than all of the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.

                (e) Redemption or Distribution Procedures.

                           (i) Notice of any redemption of, or notice of
         distribution of Notes in exchange for, the Securities (a
         "Redemption/Distribution Notice") will be given by the Trust by mail to
         each Holder of Securities 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 Notes. For purposes of the calculation of the date of
         redemption or exchange and the dates on which notices are given
         pursuant to this paragraph 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 pre-paid, to Holders of Securities. Each
         Redemption/Distribution Notice shall be addressed to the Holders of
         Securities at the address of each such Holder appearing in the books
         and records of the Trust. 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 of Trust Preferred Securities.


                                ANNEX 1-PAGE 6

<PAGE>

                           (iii) If Securities are to be redeemed and the Trust
         gives a Redemption/Distribution Notice, which notice shall be
         irrevocable and may only be issued if the Notes are redeemed as set out
         in this Section 4, then by 12:00 noon, Central time, on the redemption
         date, provided that the Note Issuer has paid the Property Trustee a
         sufficient amount of cash in connection with the related redemption or
         maturity or otherwise of the Notes, the Trust will irrevocably deposit
         with the Paying Agent funds sufficient to pay the amount payable on
         redemption or maturity or otherwise to the Holders of such Securities
         upon surrender of their certificates. If a Redemption/Distribution
         Notice shall have been given and funds deposited as required, then on
         the date of such deposit, all rights of Holders of such Securities 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. Neither the Administrative Trustees nor the
         Trust shall be required to register or cause to be registered the
         transfer of any Securities that have been so called for redemption. If
         any date fixed for redemption of Securities is not a Business Day, then
         payment of the amount payable on such date will be made on the next
         succeeding day that is a Business Day (without any interest or other
         payment in respect of any such delay) except that, if such Business Day
         falls in the next calendar year, such payment will be made on the
         immediately preceding Business Day, in each case with the same force
         and effect as if made on such 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 Trust or by the Sponsor
         as guarantor pursuant to the Trust Preferred Securities Guarantee or
         the Trust Common Securities Guarantee, as applicable, Distributions on
         such Securities will continue to accrue at the then applicable rate,
         from the original redemption date to the date of payment, in which case
         the actual payment date will be considered the date fixed for
         redemption for purposes of calculating the amount payable upon
         redemption (other than for purposes of calculating any premium).

                           (iv) Redemption/Distribution Notices shall be sent by
         the Administrative Trustees on behalf of the Trust to (A) in the case
         of Trust Preferred Securities, the Holders of such Securities and (B)
         in respect of the Trust Common Securities, the Holder thereof.

                           (v) Subject to the foregoing and applicable law
         (including, without limitation, United States federal securities laws),
         the Sponsor or any of its subsidiaries may at any time and from time to
         time purchase outstanding Trust Preferred Securities by tender, in the
         open market or by private agreement.


                                ANNEX 1-PAGE 7

<PAGE>

         5. VOTING RIGHTS - TRUST PREFERRED SECURITIES.

                (a) Except as provided under paragraphs 5(b) and 7, in the
Business Trust Act and as otherwise required by law or the Declaration, the
Holders of the Trust Preferred Securities will have no voting rights on account
of their ownership of Trust Preferred Securities.

                (b) Subject to the requirements set forth in this paragraph, the
Holders of a majority in liquidation amount of the Trust Preferred Securities,
voting separately as a class, may direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee, as
holder of the Notes, to (i) exercise the remedies available to it under the
Indenture as a holder of the Notes, (ii) waive any past default and its
consequences that is waivable under the Indenture, or (iii) exercise any right
to rescind or annul a declaration that the principal of all the Notes shall be
due and payable. The Property Trustee shall be under no obligation to revoke any
action previously authorized or approved by a vote of the Holders of the Trust
Preferred Securities. Other than with respect to directing the time, method and
place of conducting any remedy available to the Property Trustee or the
Indenture Trustee as set forth above, the Property Trustee shall be under no
obligation to take any action in accordance with the directions of the Holders
of the Trust Preferred Securities under this paragraph unless the Property
Trustee has obtained an opinion of independent tax counsel to the effect that
the Trust will not be classified for United States federal income tax purposes
as other than an entity which is not subject to United States federal income tax
at the entity level on account of such action. If the Property Trustee fails to
enforce its rights under the Notes after the Holders of 25% in liquidation
amount of the Trust Preferred Securities have made a written request, the
Holders of a Majority in liquidation amount of the Trust Preferred Securities
may, to the extent permitted by applicable law, institute a legal proceeding
against the Note Issuer to enforce the Property Trustee's rights under the Notes
without first instituting any legal proceeding against the Property Trustee or
any other Person. Notwithstanding the foregoing, if a Declaration Event of
Default has occurred and is continuing and such event is attributable to the
failure of the Note Issuer to pay interest or principal on the Notes on the date
such interest or principal is otherwise payable (or in the case of redemption on
the redemption date), then a Holder of Trust Preferred Securities may directly
institute a proceeding for enforcement of payment to such holder (a "Direct
Action") of the principal of, premium, if any, or interest on the Notes having
an aggregate principal amount equal to the aggregate liquidation amount of the
Trust Preferred Securities of such Holder on or after the respective due date
specified in the Notes. Except as provided above, the holders of Trust Preferred
Securities will not be able to exercise directly any other remedy available to
the holders of the Notes. In connection with such Direct Action, the Note Issuer
will be subrogated to the rights of such Holder of Trust Preferred Securities
under the Declaration to the extent of any payment made by the Note Issuer to
such Holder of Trust Preferred Securities in such Direct Action.


                                ANNEX 1-PAGE 8

<PAGE>

         Any required approval or direction of Holders of Trust Preferred
Securities may be given at a separate meeting of Holders of Trust Preferred
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 Trust Preferred
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
Trust Preferred Securities. Each such notice will include a statement setting
forth the following information (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 Trust
Preferred Securities will be required for the Trust to redeem and cancel Trust
Preferred Securities or to distribute the Notes in accordance with the
Declaration and the terms of the Securities.

         Notwithstanding that Holders of Trust Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Trust Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor (other than Capricorn Investors III, L.P. or any of its Affiliates, if
applicable) shall not be entitled to vote or consent and shall, for purposes of
such vote or consent, be treated as if such Trust Preferred Securities were not
outstanding.

         6. VOTING RIGHTS - TRUST COMMON SECURITIES.

                (a) Except as provided under paragraphs 6(b), 6(c) and 7, in the
Business Trust Act and as otherwise required by law or the Declaration, the
Holders of the Trust Common Securities will have no voting rights on account of
their ownership of Trust Common Securities.

                (b) The Holders of the Trust Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Property Trustee (subject to consent by the Holders of a Majority in
liquidation amount of the Securities) or to increase or decrease the number of
Trustees.

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

         7. AMENDMENTS TO DECLARATION AND INDENTURE; REPURCHASE BY NOTE ISSUER.

                (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Administrative Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of Securities as a class, will
be entitled to vote on such amendment or


                                ANNEX 1-PAGE 9

<PAGE>

proposal (but not on any other amendment or proposal) and such amendment or
proposal shall not be effective except with the approval of the Holders of at
least a Majority in liquidation amount of the Securities affected thereby,
voting together as a single class; provided, however, if any amendment or
proposal referred to in clause (i) above would adversely affect only the Trust
Preferred Securities or only the Trust Common Securities, then only the affected
class will be entitled to vote on such amendment or proposal and such amendment
or proposal shall not be effective except with the approval of a Majority in
liquidation amount of such class of Securities; provided, further, that no
amendment or proposal approved pursuant to this paragraph 7(a) shall become
effective unless the Administrative Trustees have received an opinion of counsel
to the effect that such amendment or proposal, or the exercise of any power
granted to the Trustees in accordance with such amendment or proposal, will not
adversely affect the Trust's status for United States federal income tax
purposes as an entity which is not subject to United States federal income tax
at the entity level or the Trust's exemption from status as an Investment
Company under the Investment Company Act.

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

                (c) The Holders of a Majority in liquidation amount of the
Securities may direct the Property Trustee to exercise (or to refrain from
exercising) the right to require the Note Issuer to repurchase the Notes as
provided for in Section 10.16 of the Indenture.

         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 of Securities 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 a Declaration Event of Default has
occurred and is continuing, in which case any funds available to make such
payment shall be paid first to each Holder of the Trust Preferred Securities pro
rata according to the aggregate liquidation amount of Trust Preferred Securities
held by the relevant Holder relative to the aggregate liquidation amount of all
Trust Preferred Securities outstanding, and only after satisfaction of all


                                ANNEX 1-PAGE 10

<PAGE>

amounts owed to the Holders of the Trust Preferred Securities, to each Holder of
Trust Common Securities pro rata according to the aggregate liquidation amount
of Trust Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Trust Common Securities outstanding.

         9. RANKING. The Trust Preferred Securities rank PARI PASSU and payment
thereon shall be made Pro Rata with the Trust Common Securities except that,
where an Indenture Event of Default occurs and is continuing with respect to the
Notes held by the Property Trustee, the rights of Holders of the Trust Common
Securities to receive payments of Distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of the Holders of the
Trust Preferred Securities to receive payment in full in cash of all accumulated
and unpaid Distributions on the Trust Preferred Securities and all payments upon
liquidation, redemption or otherwise payable with respect to the Trust Preferred
Securities.

         10. ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE. Each Holder of
Trust Preferred Securities and Trust Common Securities, by the acceptance
thereof, agrees to the provisions of the Trust Preferred Securities Guarantee
and the Trust Common Securities Guarantee, respectively, including the
subordination provisions therein, and to the provisions of the Indenture.

         11. NO PREEMPTIVE RIGHTS. The Holders of the Securities 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 Trust Preferred
Securities Guarantee or the Trust Common Securities Guarantee (as may be
appropriate), and the Indenture to a Holder without charge on written request to
the Sponsor at its principal place of business.




                                ANNEX 1-PAGE 11


<PAGE>

                                                                     EXHIBIT A-1


                        FORM OF TRUST PREFERRED SECURITY

                           [FORM OF FACE OF SECURITY]

         THIS SECURITY AND ANY NOTE ISSUED IN EXCHANGE FOR THIS SECURITY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS 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, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. BY THE ACQUISITION HEREOF, THE HOLDER AGREES
THAT SUCH HOLDER WILL GIVE EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN THE CASE OF ANY TRANSFER
OR OTHER DISPOSITION MADE OTHERWISE THAN PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, THE HOLDER HEREOF SHALL BE REQUIRED TO
PROVIDE TO THE TRUST AND THE REGISTRAR, PRIOR TO SUCH TRANSFER, AN OPINION OF
COUNSEL, SATISFACTORY TO THE TRUST, THAT SUCH TRANSFER IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS.



                               Certificate Number

                      Number of Trust Preferred Securities

                           Trust Preferred Securities

                                       of

                                CCC Capital Trust

                           Trust Preferred Securities
            (liquidation amount $1,000 per Trust Preferred Security)

         CCC Capital Trust, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that _______________ (the
"Holder") is the registered owner of preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the Trust Preferred Securities (liquidation amount $1,000 per Trust
Preferred Security) (the "Trust Preferred Securities"). The Trust Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences


                                EXHIBIT A-1 - PAGE 1

<PAGE>

and other terms and provisions of the Trust Preferred Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust, dated as of February 23,
2001, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Trust Preferred Securities as set
forth in Annex I to the Declaration. Capitalized terms used herein but not
defined herein shall have the meaning given them in the Declaration. The Holder
is entitled to the benefits of the Trust Preferred Securities Guarantee to the
extent provided therein. The Sponsor will provide a copy of the Declaration, the
Trust Preferred Securities Guarantee and the Indenture to a Holder without
charge upon written request to the Trust at its principal place of business.

         Reference is hereby made to select provisions of the Trust Preferred
Securities set forth on the reverse hereof, which select provisions shall for
all purposes have the same effect as if set forth at this place.

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

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Notes as indebtedness and the Trust Preferred
Securities as an equity interest in a partnership that owns the Notes.

         Unless the Property Trustee's Certificate of Authentication hereon has
been properly executed, these Trust Preferred Securities shall not be entitled
to any benefit under the Declaration or be valid or obligatory for any purpose.



                                EXHIBIT A-1 - PAGE 2


<PAGE>


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


                                CCC CAPITAL TRUST


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



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: _______________, ____


                               WILMINGTON TRUST COMPANY,
                               as Property Trustee



                               By:
                                   ------------------------------------------
                                    Authorized Signatory





                                EXHIBIT A-1 - PAGE 3


<PAGE>


                          [FORM OF REVERSE OF SECURITY]


         Distributions payable on each Trust Preferred Security will be (i) for
the first three years from the date of the Closing Date, fixed at a rate per
annum of 9% of the stated liquidation amount of $1,000 per Trust Preferred
Security, payable in cash except as set forth below, and (ii) thereafter, fixed
at a rate per annum of 11% of the stated liquidation amount of $1,000 per Trust
Preferred Security (plus any Additional Payments, as defined in the Indenture,
payable by the Note Issuer in respect of any $1,000 principal amount of Notes),
payable in cash (the rate referred to in clause (i) or (ii), as applicable,
referred to herein as the "Coupon Rate"). The Coupon Rate corresponds to the
rate of interest payable on the Notes to be held by the Property Trustee.
Distributions in arrears will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distributions" as used herein includes any such interest including any
Additional Interest and Compounded Interest payable unless otherwise stated. A
Distribution is payable only to the extent that cash payments are made in
respect of the Notes held by the Property Trustee and to the extent the Property
Trustee has funds available therefore. The amount of Distributions payable for
any period will be computed for any full quarterly Distribution period on the
basis of a 360-day year of twelve 30-day months, and for any period shorter than
a full quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days
elapsed.

         Except as otherwise described below, Distributions on the Trust
Preferred Securities will be cumulative and will accumulate whether or not there
are funds of the Trust available for payment of Distributions. Distributions
will accrue from February 23, 2001 and will be payable quarterly and in arrears,
on the following Distribution dates, which dates correspond to the interest
payment dates on the Notes: March 31, June 30, September 30 and December 31 of
each year, commencing on March 31, 2001, when, as and if available for payment
by the Property Trustee. The Note Issuer has the right under the Indenture,
subject to certain limitations, to pay interest on the Notes in the form of PIK
Notes for the first three years following the Closing Date. In the event that
interest payable on the Notes on any interest payment date during such term is
paid in the form of PIK Notes, then (i) no Distribution will be paid on such
date (except to the extent that any portion of such interest is paid in cash),
and no interest in arrears will accrue on such Distribution, and (ii) additional
Trust Preferred Securities will be issued on such date as provided in the
Declaration.

         Distributions on the Trust Preferred Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. The relevant record dates shall be 15 days prior to the
relevant payment dates, except as otherwise described in the Declaration.

         The Trust Preferred Securities shall be redeemable as provided in the
Declaration.


                                EXHIBIT A-1 - PAGE 4


<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Preferred 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 Trust Preferred 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 Trust Preferred
Security Certificate)

Signature Guarantee:*


________________________

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



                                EXHIBIT A-1 - PAGE 5

<PAGE>



                                                                     EXHIBIT A-2


                          FORM OF TRUST COMMON SECURITY

                           [FORM OF FACE OF SECURITY]



         THIS TRUST COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE
REGISTRATION STATEMENT.

         OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS
SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A
RELATED PARTY (AS DEFINED IN THE DECLARATION) OF CCC INFORMATION SERVICES GROUP
INC.

                               Certificate Number
                        Number of Trust Common Securities

                             Trust Common Securities

                                       of

                                CCC Capital Trust

                             Trust Common Securities
              (liquidation amount $1,000 per Trust Common Security)

         CCC Capital Trust, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that ____________ (the
"Holder") is the registered owner of common securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the Trust
Common Securities (liquidation amount $1,000 per Trust Common Security) (the
"Trust Common Securities"). The Trust 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 Trust 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 23, 2001, as the same
may be amended from time to time (the "Declaration"), including the designation
of the terms of the Trust Common Securities as set forth in Annex I to the
Declaration. Capitalized terms used herein but not defined herein shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Trust Common Securities Guarantee to the extent provided therein. The
Sponsor will provide a copy



                              EXHIBIT A-2 - PAGE 1
<PAGE>

of the Declaration, the Trust Common Securities Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal place
of business.

         Reference is hereby made to select provisions of the Trust Common
Securities set forth on the reverse hereof, which select provisions shall for
all purposes have the same effect as if set forth at this place.

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

         By acceptance, the Holder agrees to treat for United States federal
income tax purposes the Notes as indebtedness and the Trust Common Securities as
an equity interest in a partnership that owns the Notes.




                              EXHIBIT A-2 - PAGE 2
<PAGE>


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

                                CCC CAPITAL TRUST


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







                              EXHIBIT A-2 - PAGE 3
<PAGE>


                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Trust Common Security will be (i) for the
first three years from the date of the Closing Date, fixed at a rate per annum
of 9% of the stated liquidation amount of $1,000 per Trust Common Security,
payable in cash except as set forth below, and (ii) thereafter, fixed at a rate
per annum of 11% of the stated liquidation amount of $1,000 per Trust Common
Security (plus any Additional Payments payable by the Note Issuer in respect of
any $1,000 principal amount of Notes), payable in cash (the rate referred to in
clause (i) or (ii), as applicable, referred to herein as the "Coupon Rate"). The
Coupon Rate corresponds to the rate of interest payable on the Notes to be held
by the Property Trustee. Distributions in arrears will bear interest thereon
compounded quarterly at the Coupon Rate (to the extent permitted by applicable
law). The term "Distributions" as used herein includes any such interest
including any Additional Interest and Compounded Interest payable unless
otherwise stated. A Distribution is payable only to the extent that cash
payments are made in respect of the Notes held by the Property Trustee and to
the extent the Property Trustee has funds available therefore. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed.

         Except as otherwise described below, Distributions on the Trust Common
Securities will be cumulative and will accumulate whether or not there are funds
of the Trust available for payment of Distributions. Distributions will accrue
from February 23, 2001 and will be payable quarterly and in arrears, on the
following Distribution dates, which dates correspond to the interest payment
dates on the Notes: March 31, June 30, September 30 and December 31 of each
year, commencing on March 31, 2001, when, as and if available for payment by the
Property Trustee. The Note Issuer has the right under the Indenture, subject to
certain limitations, to pay interest on the Notes in the form of PIK Notes for
the first three years following the Closing Date. In the event that interest
payable on the Notes on any interest payment date during such term is paid in
the form of PIK Notes, then (i) no Distribution will be paid on such date
(except to the extent that any portion of such interest is paid in cash), and no
interest in arrears will accrue on such Distribution, and (ii) additional Trust
Common Securities will be issued on such date as provided in the Declaration.

         Distributions on the Trust Common Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. The relevant record dates shall be 15 days prior to the
relevant payment dates, except as otherwise described in the Declaration.

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

         Where an Indenture Event of Default occurs and is continuing with
respect to the Notes held by the Property Trustee, the rights of Holders of the
Trust Common Securities


                              EXHIBIT A-2 - PAGE 4
<PAGE>

to receive payments of Distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights of the Holders of the Trust
Preferred Securities to receive payment in full in cash of all accumulated and
unpaid Distributions on the Trust Preferred Securities and all payments upon
liquidation, redemption or otherwise payable with respect to the Trust Preferred
Securities.





                              EXHIBIT A-2 - PAGE 5
<PAGE>



                                   ASSIGNMENT

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

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


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             (Insert address and zip code of assignee)

and irrevocably appoints

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

Date:_______________


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

Signature Guarantee:*


_____________________

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




                               EXHIBIT A-2 - PAGE 6
<PAGE>


                                                                       EXHIBIT B



                                SPECIMEN OF NOTE


      See Exhibit A of Indenture







                                EXHIBIT B - PAGE 1