<PAGE>

                                                                     EXHIBIT 4.8


                           DYNEGY CAPITAL TRUST III





                                    FORM OF

                       AMENDED AND RESTATED DECLARATION

                                   OF TRUST



                        Dated as of __________, ______
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<S>                                                                          <C>
                                   ARTICLE I
                        DEFINITIONS AND INTERPRETATION

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

                                  ARTICLE II
                              TRUST INDENTURE ACT

SECTION 2.1    Trust Indenture Act; Application.............................   7
SECTION 2.2    Lists of Holders of Securities...............................   7
SECTION 2.3    Reports by the Property Trustee..............................   7
SECTION 2.4    Periodic Reports to Property Trustee.........................   8
SECTION 2.5    Evidence of Compliance with Conditions Precedent.............   8
SECTION 2.6    Events of Default; Waiver....................................   8
SECTION 2.7    Event of Default; Notice.....................................   9

                                  ARTICLE III
                                 ORGANIZATION

SECTION 3.1    Name.........................................................  10
SECTION 3.2    Office.......................................................  10
SECTION 3.3    Purpose......................................................  10
SECTION 3.4    Authority....................................................  10
SECTION 3.5    Title to Property of the Trust...............................  11
SECTION 3.6    Powers and Duties of the Administrative Trustees.............  11
SECTION 3.7    Prohibition of Actions by the Trust and the Trustees.........  14
SECTION 3.8    Powers and Duties of the Property Trustee....................  15
SECTION 3.9    Certain Duties and Responsibilities of the Property Trustee..  17
SECTION 3.10   Certain Rights of Property Trustee...........................  18
SECTION 3.11   Delaware Trustee.............................................  20
SECTION 3.12   Execution of Documents.......................................  20
SECTION 3.13   Not Responsible for Recitals or Issuance of Securities.......  20
SECTION 3.14   Duration of Trust............................................  21
SECTION 3.15   Mergers......................................................  21
SECTION 3.16   Property Trustee May File Proofs of Claim....................  22

                                  ARTICLE IV
                                    SPONSOR

SECTION 4.1    Sponsor's Purchase of Common Securities......................  23
SECTION 4.2    Responsibilities of the Sponsor..............................  23
SECTION 4.3    Right to Proceed.............................................  24
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                          <C>
                                   ARTICLE V
                                   TRUSTEES

SECTION 5.1    Number of Trustees: Appointment of Co-Trustee................ 24
SECTION 5.2    Delaware Trustee............................................. 25
SECTION 5.3    Property Trustee; Eligibility................................ 25
SECTION 5.4    Certain Qualifications of Administrative Trustees and
               Delaware Trustee Generally................................... 26
SECTION 5.5    Administrative Trustees...................................... 26
SECTION 5.6    Delaware Trustee............................................. 27
SECTION 5.7    Appointment, Removal and Resignation of Trustees............. 27
SECTION 5.8    Vacancies Among Trustees..................................... 28
SECTION 5.9    Effect of Vacancies.......................................... 28
SECTION 5.10   Meetings..................................................... 29
SECTION 5.11   Delegation of Power.......................................... 29
SECTION 5.12   Merger, Conversion, Consolidation or Succession to Business.. 29

                                  ARTICLE VI
                                 DISTRIBUTIONS

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

                                  ARTICLE VII
                            ISSUANCE OF SECURITIES

SECTION 7.1    General Provisions Regarding Securities...................... 30
SECTION 7.2    Execution and Authentication................................. 30
SECTION 7.3    Form and Dating.............................................. 31
SECTION 7.4    Registrar and Paying Agent................................... 32
SECTION 7.5    Paying Agent to Hold Money in Trust.......................... 33
SECTION 7.6    Replacement Securities....................................... 33
SECTION 7.7    Outstanding Preferred Securities............................. 33
SECTION 7.8    Preferred Securities in Treasury............................. 34
SECTION 7.9    Temporary Securities......................................... 34
SECTION 7.10   Exchange..................................................... 35
SECTION 7.11   Cancellation................................................. 35
SECTION 7.12   CUSIP Numbers................................................ 35

                                 ARTICLE VIII
                             DISSOLUTION OF TRUST

SECTION 8.1    Dissolution of Trust......................................... 35
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                        <C>
                                  ARTICLE IX
                             TRANSFER OF INTERESTS

SECTION 9.1    Transfer of Securities..................................    36
SECTION 9.2    Transfer Procedures and Restrictions....................    37
SECTION 9.3    Deemed Security Holders.................................    40
SECTION 9.4    Book Entry Interests....................................    41
SECTION 9.5    Notices to Clearing Agency..............................    41
SECTION 9.6    Appointment of Successor Clearing Agency................    41

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

SECTION 10.1   Liability...............................................    42
SECTION 10.2   Exculpation.............................................    42
SECTION 10.3   Fiduciary Duty..........................................    42
SECTION 10.4   Indemnification.........................................    43
SECTION 10.5   Outside Businesses......................................    46
SECTION 10.6   Compensation; Fees......................................    46

                                  ARTICLE XI
                                  ACCOUNTING

SECTION 11.1   Fiscal Year.............................................    47
SECTION 11.2   Certain Accounting Matters..............................    47
SECTION 11.3   Banking.................................................    48
SECTION 11.4   Withholding.............................................    48

                                  ARTICLE XII
                            AMENDMENTS AND MEETINGS

SECTION 12.1   Amendments..............................................    48
SECTION 12.2   Meetings of the Holders; Action by Written Consent......    50

                                 ARTICLE XIII
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                             AND DELAWARE TRUSTEE

SECTION 13.1   Representations and Warranties of Property Trustee......    51
SECTION 13.2   Representations and Warranties of Delaware Trustee......    51
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<S>                                                                      <C>
                                ARTICLE XIV
                               MISCELLANEOUS

SECTION 14.1   Notices................................................   51
SECTION 14.2   GOVERNING LAW..........................................   53
SECTION 14.3   Intention of the Parties...............................   53
SECTION 14.4   Headings...............................................   54
SECTION 14.5   Successors and Assigns.................................   54
SECTION 14.6   Partial Enforceability.................................   54
SECTION 14.7   Counterparts...........................................   54
SECTION 14.8   No Recourse............................................   54
</TABLE>

                                     -iv-
<PAGE>

<TABLE>
<CAPTION>
                           SECTION OF
                  TRUST INDENTURE ACT OF 1939,             SECTION OF
                           AS AMENDED                      DECLARATION
<S>                                                        <C>
310(a)...............................................      5.3
310(b)...............................................      5.3(c), 5.3(d)
311(a)...............................................      2.2(b)
311(b)...............................................      2.2(b)
312(a)...............................................      2.2(a)
312(b)...............................................      2.2(b)
313..................................................      2.3
314(a)...............................................      2.4; 3.6(j)
314(c)...............................................      2.5
315(a)...............................................      3.9
315(b)...............................................      2.7(a)
315(c)...............................................      3.9(a)
315(d)...............................................      3.9(b)
316(a)...............................................      2.6
316(c)...............................................      3.6(e)
317(a)...............................................      3.8(e); 3.8(h)
317(b)...............................................      3.8(i); 7.5
</TABLE>

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

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

                                      -i-
<PAGE>

                         FORM OF AMENDED AND RESTATED

                             DECLARATION OF TRUST

                                      OF

                           DYNEGY CAPITAL TRUST III

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

     WHEREAS, the Trustees and the Sponsor established Dynegy Capital Trust III
(the "Trust"), a trust created under the Delaware Business Trust Act pursuant to
a Declaration of Trust dated as of February 1, 2000 (the "Original Declaration")
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on February 2, 2000, for the sole purpose of issuing and selling
certain securities representing undivided beneficial interests in the assets of
the Trust and investing the proceeds thereof in certain Debentures of the
Debenture Issuer (each as hereinafter defined), and engaging in only those other
activities necessary, advisable or incidental thereto; and

     WHEREAS, the parties hereto, by this Declaration, amend and restate each
and every term and provision of the Original Declaration;

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

                                   ARTICLE I
                        DEFINITIONS AND INTERPRETATION

SECTION 1.1    Definitions.

     Unless the context otherwise requires:

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

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

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

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

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

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

     "Administrative Trustee" has the meaning set forth in Section 5.1(b).

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

     "Agent" means any Paying Agent or Registrar.

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

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

     "Business Day" means any day other than a Saturday or a Sunday or a day on
which banking institutions in Chicago, Illinois or Houston, Texas are authorized
or required by law or executive order to close.

     "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Codess.3801 et seq., as it may be amended from time to time, or any
successor legislation.

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

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

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

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

                                      -2-
<PAGE>

     "Common Securities" has the meaning specified in Section 7.1(a).

     "Common Securities Guarantee" means the guarantee agreement dated as of May
28, 1997 of the Sponsor in respect of the Common Securities.

     "Common Securities Subscription Agreement" means the subscription agreement
dated as of _____, ___ of the Sponsor in respect of the Common Securities .

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

     "Corporate Trust Office" means the office of the Property Trustee at which
the corporate trust business of the Property Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Declaration is located at 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois
60670-0126.

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

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

     "Debenture Subscription Agreement" means the subscription agreement dated
as of _______, __ of the Trust in respect of the Debentures.

     "Debenture Trustee" means Bank One Trust Company, National Association, a
national banking association, as trustee under the Indenture until a successor
is appointed thereunder, and thereafter means such successor trustee.

     "Debentures" means, collectively, the ____% Debentures issued pursuant to
the Indenture.

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

     "Definitive Preferred Securities" shall have the meaning set forth in
Section 7.3(c).

     "Delaware Trustee" has the meaning set forth in Section 5.2.

     "Direct Action" shall have the meaning set forth in Section 3.8(e).

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

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

                                      -3-
<PAGE>

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

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

     "Fiduciary Indemnified Person" has the meaning set forth in
Section 10.4(b).

     "Fiscal Year" has the meaning set forth in Section 11.1.

     "Global Preferred Security" has the meaning set forth in Section 7.3(a).

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

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

     "Indenture" means the Indenture dated as of ______, ___, among the
Debenture Issuer and the Debenture Trustee, as amended from time to time.

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

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

     "Legal Action" has the meaning set forth in Section 3.6(g).

     "List of Holders" has the meaning set forth in Section 2.2(a).

     "Majority in liquidation amount" means, with respect to the Trust
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Preferred Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount of all outstanding Securities of the relevant
class.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by any of the Chairman of the Board, a Vice Chairman of the Board, the
Chief Executive Officer, the President or a Vice President and the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of such Person. Any
Officers' Certificate delivered by the Trust shall be signed by at least one
Administrative Trustee. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Declaration shall
include: (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto; (b) a brief
statement of the nature and scope of the examination or investigation undertaken
by each officer in rendering the Officers' Certificate; (c) a statement that
each such officer has made

                                      -4-
<PAGE>

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

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

     "Paying Agent" has the meaning specified in Section 7.4.

     "Payment Amount" has the meaning specified in Section 6.1.

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

     "Preferred Securities" has the meaning specified in Section 7.1(a).

     "Preferred Securities Guarantee" means the guarantee agreement dated as of
______, ___, by the Sponsor in respect of Preferred Securities.

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

     "Property Trustee" has the meaning set forth in Section 5.3(a).

     "Property Trustee Account" has the meaning set forth in Section 3.8(c)(i).

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

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

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

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

     "Restricted Definitive Preferred Securities" has the meaning set forth in
Section 7.3(c).

                                      -5-
<PAGE>

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

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

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

     "Securities Guarantees" means the Common Securities Guarantee and the
Preferred Securities Guarantee.

     "Special Event" has the meaning set forth in Section 4(c) of Annex I
hereto.

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

     "Sponsor Affiliated Holder" shall have the meaning set forth in Section
7.10(a).

     "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

     "Successor Property Trustee" has the meaning set forth in Section 3.8(f).

     "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

     "10% in liquidation amount" means, with respect to the Trust Securities,
except as provided in the terms of the Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of 10% or more of the aggregate liquidation
amount of all outstanding Securities of the relevant class.

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

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

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

                                      -6-
<PAGE>

                                  ARTICLE II
                              TRUST INDENTURE ACT

SECTION 2.1    Trust Indenture Act; Application.

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

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

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

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

SECTION 2.2    Lists of Holders of Securities.

     (a)  Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i) within 14 days after each record date for
payment of Distributions, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Holders ("List of
Holders") as of such record date, provided that neither the Sponsor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time that 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
underss.ss.311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3    Reports by the Property Trustee.

     Within 60 days after _______ of each year, commencing _______, ___, the
Property Trustee shall provide to the Holders of the Preferred Securities such
reports as are required by ss. 313 of the Trust Indenture Act, if any, in the
form and in the manner provided by ss. 313 of the Trust Indenture Act. The
Property Trustee shall also comply with the requirements of ss. 313(d) of the
Trust Indenture Act.

                                      -7-
<PAGE>

SECTION 2.4    Periodic Reports to Property Trustee.

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

SECTION 2.5    Evidence of Compliance with Conditions Precedent.

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

SECTION 2.6    Events of Default; Waiver.

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

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

          (ii)  requires the consent or vote of greater than a majority in
aggregate principal amount of the holders of the Debentures (a "Super Majority")
to be waived under the Indenture, the Event of Default under the Declaration may
only be waived by the vote of the Holders of at least the proportion in
aggregate liquidation amount of the Preferred Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding. The foregoing provisions of this Section 2.6(a) shall be in lieu of
ss. 316(a)(1)(B) of the Trust Indenture Act and such ss. 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
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 an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

     (b)  The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with

                                      -8-
<PAGE>

respect to the Common Securities and its consequences, provided that, if the
underlying Event of Default under the Indenture:

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

          (ii)  requires the consent or vote of a Super Majority to be waived,
except where the Holders of the Common Securities are deemed to have waived such
Event of Default under the Declaration as provided below in this Section 2.6(b),
the Event of Default under the Declaration may only be waived by the vote of the
Holders of at least the proportion in aggregate liquidation amount of the Common
Securities that the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding; provided further, the Holders of
Common Securities will be deemed to have waived any such Event of Default and
all Events of Default with respect to the Common Securities and their
consequences if all Events of Default with respect to the Preferred Securities
have been cured, waived or otherwise eliminated, and until such Events of
Default have been so cured, waived or otherwise eliminated, the Property Trustee
will be deemed to be acting solely on behalf of the Holders of the Preferred
Securities and only the Holders of the 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 ss.ss.
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such ss.ss.
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly
excluded from this Declaration and the Securities, as permitted by the Trust
Indenture Act. Subject to the foregoing provisions of this Section 2.6(b), upon
such waiver, any such default shall cease to exist and any Event of Default with
respect to the Common Securities arising therefrom shall be deemed to have been
cured for every purpose of this Declaration, but no such waiver shall extend to
any subsequent or other default or Event of Default with respect to the Common
Securities or impair any right consequent thereon.

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

SECTION 2.7    Event of Default; Notice.

     (a)  The Property Trustee shall, within 90 days after the occurrence of a
Default actually known to a Responsible Officer, transmit by mail, first class
postage prepaid, to the Holders, notices of all such Defaults with respect to
the Securities, unless such Defaults have been cured before the giving of such
notice; provided that, except for a Default in the payment of principal of (or
premium, if any) or interest (including Compounded Interest and Additional Sums
(as such terms are defined in the Indenture), if any) on any of the Debentures,
the Property Trustee shall be protected in withholding such notice if and so
long as a Responsible Officer in good faith determines that the withholding of
such notice is in the interests of the Holders.

                                      -9-
<PAGE>

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

          (i)  a Default under Sections 5.01(a) (other than the payment of
Compounded Interest and Additional Sums) and 5.01(b) of the Indenture; or (ii)
any Default as to which the Property Trustee shall have received written notice
or of which a Responsible Officer charged with the administration of the
Declaration shall have actual knowledge.

     (c)  Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit
notice of such Event of Default to the Holders of the Preferred Securities, the
Administrative Trustees and the Sponsor, unless such Event of Default shall have
been cured or waived. The Sponsor and the Administrative Trustees shall file
annually with the Property Trustee a certification as to whether or not they are
in compliance with all the conditions and covenants applicable to them under
this Declaration.

                                  ARTICLE III
                                 ORGANIZATION

SECTION 3.1    Name.

     The Trust is named "Dynegy Capital Trust III" as such name may be modified
from time to time by the Administrative Trustees following written notice to the
Delaware Trustee, the Property Trustee and the Holders. The Trust's activities
may be conducted under the name of the Trust or any other name deemed advisable
by the Administrative Trustees.

SECTION 3.2    Office.

     The address of the principal office of the Trust is c/o Dynegy Inc., 1000
Louisiana, Suite 5800, Houston, Texas 77002. On ten Business Days written notice
to the Delaware Trustee, the Property Trustee and the Holders of Securities, the
Administrative Trustees may designate another principal office.

SECTION 3.3    Purpose.

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

SECTION 3.4    Authority.

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

                                      -10-
<PAGE>

Trustee on behalf of the Trust in accordance with its powers shall constitute
the act of and serve to bind the Trust. In dealing with the Trustees acting on
behalf of the Trust, no Person shall be required to inquire into the authority
of the Trustees to bind the Trust. Persons dealing with the Trust are entitled
to rely conclusively on the power and authority of the Trustees as set forth in
this Declaration.

SECTION 3.5    Title to Property of the Trust.

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

SECTION 3.6    Powers and Duties of the Administrative Trustees.

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

     (a)  to issue and sell the Securities in accordance with this Declaration;
provided, however, that except as contemplated in Section 7.1(a),

          (i)   the Trust may issue no more than one series of Preferred
Securities and no more than one series of Common Securities,

          (ii)  there shall be no interests in the Trust other than the
Securities, and

          (iii) the issuance of Securities shall be limited to a simultaneous
issuance of both Preferred Securities and Common Securities at the Closing Date;

     (b)  in connection with the issue and sale of the Preferred Securities, to
the extent that such activities have not been performed in full by the Sponsor
pursuant to the Original Declaration prior to the date of this Declaration, to:

          (i)   prepare and file a Registration Statement (including the
Prospectus contained therein and any Prospectus Supplement relating thereto)
with the Commission in accordance with the requirements of the Securities Act;

          (ii)  execute and file any documents prepared by the Sponsor, or take
any acts as determined by the Sponsor to be necessary in order to qualify or
register all or part of the Preferred Securities in any State in which the
Sponsor has determined to qualify or register such Preferred Securities for
sale; if deemed necessary or desirable by the Sponsor, execute and file an
application, prepared by the Sponsor, to permit the Preferred Securities to
trade or be quoted or listed in or on the securities exchange, quotation system
or the Nasdaq Stock Market's National Market;

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

                                      -11-
<PAGE>

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

          (v)   execute and enter into an Underwriting Agreement providing for
the sale and registration of the Preferred Securities; and

          (vi)  execute and enter into the Debenture Subscription Agreement and
the Common Securities Subscription Agreement;

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

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

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

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

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

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

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

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

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

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

                                      -12-
<PAGE>

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

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

     (o)  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 a grantor trust; and

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

     (p)  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; and

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

     The 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.

     The Administrative Trustees shall take all actions on behalf of the Trust
that are not specifically required by this Declaration to be taken by any other
Trustee.

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

SECTION 3.7    Prohibition of Actions by the Trust and the Trustees.

                                      -13-
<PAGE>

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

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

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

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

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

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

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

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

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

          (ix)   take or consent to any action that would result in the
placement of a lien, pledge, charge, mortgage or other encumbrance on any of the
Trust property;

          (x)    vary the investment (within the meaning of Treasury Regulation
Section 301.7701-4(c)) of the Trust or of the Holders of Securities; or

          (xi)   after the date hereof, enter into any contract or agreement
(other than any other depositary agreement or any agreement with any securities
exchange or automated quotation system) that does not expressly provide that the
Holders of Preferred Securities, in their capacities as such, have limited
liability (in accordance with the provisions of the Business Trust Act) for the
liabilities and obligations of the Trust, which express provision shall be in
substantially the following form, "The Holders of the Preferred Securities, in
their capacities as such, shall not be personally

                                      -14-
<PAGE>

liable for any liabilities or obligations of the Trust arising out of this
Agreement, and the parties hereto hereby agree that the Holders of the Preferred
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware."

SECTION 3.8    Powers and Duties of the Property Trustee.

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

     (b)  The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Administrative Trustees or to the Delaware Trustee (if
the Property Trustee does not also act as Delaware Trustee).

     (c)  The Property Trustee shall:

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

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

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

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

     (e)  If an Event of Default has occurred and is continuing, then the
Holders of a Majority in liquidation amount of Preferred Securities have the
right to direct the exercise of any trust or power conferred upon the Property
Trustee under this Declaration ("Direct Action"), including the right to direct
the Property Trustee to exercise the remedies available to it as holder of the

                                      -15-
<PAGE>

Debentures and the Preferred Securities Guarantee. Subject to Section 3.9(a),
the Property Trustee shall take any Legal Action which arises out of or in
connection with an Event of Default of which a Responsible Officer has actual
knowledge or the Property Trustee's duties and obligations under this
Declaration.

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

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

          (ii)   a successor Property Trustee has been appointed and has
accepted that appointment in accordance with Section 5.7 (a "Successor Property
Trustee").

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

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

     (i)  For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all Securities and any such Paying Agent
shall comply with (S)(S). 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed by the Property Trustee at any time the Property
Trustee remains as Paying Agent and a successor Paying Agent or additional
Paying Agents may be (but are not required to be) appointed at any time by the
Property Trustee while the Property Trustee is so acting as Paying Agent.

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

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

                                      -16-
<PAGE>

SECTION 3.9    Certain Duties and Responsibilities of the Property Trustee.

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

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

          (i)    prior to the occurrence of an Event of Default and after the
curing or waiving of all such Events of Default that may have occurred: (A) the
duties and obligations of the Property Trustee shall be determined solely by the
express provisions of this Declaration and in the Securities and the Property
Trustee shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Declaration and in the
Securities, and no implied covenants or obligations shall be read into this
Declaration or the Securities 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;
provided, however, that in the case of any such certificates or opinions that by
any provision hereof are specifically required to be furnished to the Property
Trustee, the Property Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Declaration;

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

          (iii)  the Property Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a Majority in liquidation amount of
the Securities relating to the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or exercising any
trust or power conferred upon the Property Trustee under this Declaration;

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

                                      -17-
<PAGE>

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

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

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

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

SECTION 3.10      Certain Rights of Property Trustee.

     (a)  Subject to the provisions of Section 3.9:

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

          (ii)      any direction or act of the Sponsor or the Administrative
Trustees contemplated by this Declaration may be sufficiently evidenced by an
Officers' Certificate;

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

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

          (v)       the Property Trustee may consult with counsel or other
experts of its selection and the advice or opinion of such counsel and experts
with respect to legal matters or

                                      -18-
<PAGE>

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

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

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

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

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

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

                                      -19-
<PAGE>

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

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

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

SECTION 3.11      Delaware Trustee.

          Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Trustees (except as required under the Business Trust Act) 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
(S)(S).3807 of the Business Trust Act. In the event the Delaware Trustee shall
at any time be required to take any action or perform any duty hereunder, the
Delaware Trustee shall be entitled to the benefits of Section 3.9(b)(ii)-(viii)
and Section 3.10. No implied covenants or obligations shall be read into this
Declaration against the Delaware Trustee.

SECTION 3.12      Execution of Documents.

         Except as otherwise required by the Business Trust Act or this
Declaration, any Administrative Trustee or, if there is only one, such
Administrative Trustee is authorized to execute on behalf of the Trust any
documents that the Administrative Trustees have the power and authority to
execute pursuant to Section 3.6; provided that any Registration Statement
referred to in Section 3.6(b)(i), including any amendments thereto, shall be
signed by all of the Administrative Trustees.

SECTION 3.13      Not Responsible for Recitals or Issuance of Securities.

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

                                      -20-
<PAGE>

SECTION 3.14      Duration of Trust.

     The Trust, unless dissolved pursuant to the provisions of Article VIIII
hereof, shall have existence up to _______, ___.

SECTION 3.15      Mergers.

     (a)  The Trust may not merge with or into, convert into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except as described in
Section 3.15(b) and (c) of this Declaration and Section 3 of Annex I.

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

          (i)   such successor entity (the "Successor Entity") either: (A)
expressly assumes all of the obligations of the Trust under the Securities and
this Declaration; or (B) substitutes for the Securities other securities having
substantially the same terms as the Securities (the "Successor Securities") so
long as the Successor Securities rank the same as the Securities rank with
respect to Distributions and payments upon liquidation, redemption and
otherwise;

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

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

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

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

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

                                      -21-
<PAGE>

          (vii)   prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Sponsor has received an opinion
of an independent counsel to the Trust experienced in such matters to the effect
that: (A) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the Holders (including the holders of any Successor Securities) in
any material respect (other than with respect to any dilution of the Holders'
interest in the new entity); (B) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor
the Successor Entity will be required to register as an Investment Company; and
(C) following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, the Trust (or the Successor Entity) will continue to be
classified as a grantor trust for United States federal income tax purposes.

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

          (ix)    such Successor Entity expressly assumes all of the obligations
of the Trust with respect to the Trustee; and

          (x)     there shall have been furnished to the Property Trustee an
Officers' Certificate and an Opinion of Counsel, each to the effect that all
conditions precedent in this Declaration to such transaction have been
satisfied.

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

SECTION 3.16      Property Trustee May File Proofs of Claim.

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

          (a)  to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Securities (or, if the
Securities are original issue discount Securities, such portion

                                      -22-
<PAGE>

of the liquidation amount as may be specified in the terms of such Securities)
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Property Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

     (b)  to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

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

                                  ARTICLE IV
                                    SPONSOR

SECTION 4.1       Sponsor's Purchase of Common Securities.

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

SECTION 4.2       Responsibilities of the Sponsor.

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

     (a)  if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration, to
prepare for filing by the Trust with the Commission any Registration Statement
(including a Prospectus contained therein and any Prospectus Supplement relating
thereto), including any amendments thereto, as contemplated by Section
3.6(b)(i);

     (b)  if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration, to
determine the States in which to take appropriate action to qualify or register
for sale all or part of the Preferred Securities and to do any and all such
acts, other than actions which must be taken by the Trust, and advise the Trust
of actions it must take, and prepare for execution and filing any documents to
be executed and filed by the Trust, as the Sponsor deems necessary or advisable
in order to comply with the applicable laws of any such States;

                                      -23-
<PAGE>

     (c)  if deemed necessary or desirable by the Sponsor, to prepare for
filing by the Trust an application to permit the Preferred Securities to trade
or be quoted or listed in or on any other securities exchange, quotation system
or the Nasdaq Stock Market's National Market;

     (d)  if deemed necessary or desirable by the Sponsor, to prepare for
filing by the Trust with the Commission a registration statement on Form 8-A,
including any amendments thereto, relating to the registration of the Preferred
Securities under Section 12(b) of the Exchange Act;

     (e)  if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration, to
negotiate the terms of an Underwriting Agreement providing for the sale and
registration of the Preferred Securities; and

     (f)  if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration, to
negotiate the terms of the Debenture Subscription Agreement and the Common
Securities Agreement.

SECTION 4.3       Right to Proceed.

     The Sponsor acknowledges the rights of the Holders of Preferred Securities
(as set forth in Section 3.8(e) of this Declaration and Sections 5(b) and 6(c)
of Annex I), in the event that a failure of the Trust to pay Distributions on
the Preferred Securities is attributable to the failure of the Company to pay
interest or principal on the Debentures, to institute a proceeding directly
against the Debenture Issuer for enforcement of its payment obligations on the
Debentures.

                                   ARTICLE V
                                   TRUSTEES

SECTION 5.1       Number of Trustees: Appointment of Co-Trustee.

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

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

     (b)  after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities; provided, however, that, the number of Trustees shall in
no event be less than two (2); provided further that (1) one Trustee shall
satisfy the requirements of the Delaware Trustee pursuant to Section 5.2; (2)
there shall be at least one Trustee who is an officer of the Sponsor (an
"Administrative Trustee"); and (3) one Trustee shall be the Property Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it
meets the applicable requirements. Notwithstanding the above, unless an Event of
Default shall have occurred and be continuing, at any time or times, for the
purpose of meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust's property may at the time be
located, the Holders of a Majority in liquidation amount of the Common
Securities acting as a class at a meeting of the Holders of the Common
Securities, and the Administrative Trustees shall

                                      -24-
<PAGE>

have power to appoint one or more Persons either to act as a co-trustee, jointly
with the Property Trustee, of all or any part of the Trust's property, or to act
as separate trustee of any such property, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons in such capacity any property, title, right or power deemed necessary or
desirable, subject to the provisions of this Declaration. In case an Event of
Default has occurred and is continuing, the Property Trustee alone shall have
power to make any such appointment of a co-trustee.

SECTION 5.2       Delaware Trustee.

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

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

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

SECTION 5.3       Property Trustee; Eligibility.

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

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

          (ii)  be a Person 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 Person permitted by the Commission to act as an institutional
trustee under the Trust Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least 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 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 shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.

     (b)  If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 5.7(c).

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

                                      -25-
<PAGE>

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

     (e)  The initial Property Trustee shall be:

     Bank One Trust Company, National Association
     1 Bank One Plaza
     Suite IL1-0126
     Chicago, Illinois  60670-0126
     Attention: Corporate Trust Services Division

SECTION 5.4    Certain Qualifications of Administrative  Trustees and Delaware
Trustee Generally.

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

SECTION 5.5    Administrative Trustees.

     The initial Administrative Trustees shall be:

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

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

     (b)  An Administrative Trustee shall have the authority set forth in
Section 3.12 to execute on behalf of the Trust any documents that the
Administrative Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6 provided that any Registration Statement
referred to in Section 3.6(b)(i), including any amendments thereto, shall be
signed by all of the Administrative Trustees.

                                      -26-
<PAGE>

SECTION 5.6       Delaware Trustee.

     The initial Delaware Trustee shall be:

     Bank One Delaware, Inc.
     3 Christina Centre
     201 North Walnut St.
     Wilmington, Delaware  19801-2920

SECTION 5.7       Appointment, Removal and Resignation of Trustees.

     (a)  Subject to Section 5.7(b) of this Declaration and to Section 6(b) of
Annex I hereto, Trustees may be appointed or removed without cause at any time:

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

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

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

     (b)  (i)   The Trustee that acts as Property Trustee shall not be removed
in accordance with Section 5.7(a) until a Successor Property Trustee has been
appointed and has accepted such appointment by written instrument executed by
such Successor Property Trustee and delivered to the Administrative Trustees and
the Sponsor; and

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

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

          (i)  No such resignation of the Trustee that acts as the Property
Trustee shall be effective: (A) until a Successor Property Trustee has been
appointed and has accepted such appointment by instrument executed by such
Successor Property Trustee and delivered to the Trust,

                                      -27-
<PAGE>

the Sponsor and the resigning Property Trustee; or (B) until the assets of the
Trust have been completely liquidated and the proceeds thereof distributed to
the Holders; and

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

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

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

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

     (g)  At the time of resignation or removal of the Property Trustee or the
Delaware Trustee, the Debenture Issuer shall pay to such Trustee any amounts
that may be owed to such Trustee pursuant to Section 10.4.

SECTION 5.8       Vacancies Among Trustees.

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

SECTION 5.9       Effect of Vacancies.

          The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 5.7, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Declaration.

                                      -28-
<PAGE>

SECTION 5.10      Meetings.

     If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 24 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees or any committee thereof
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an

SECTION 5.11      Delegation of Power.

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

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

SECTION 5.12      Merger, Conversion, Consolidation or Succession to Business.

     Any Person into which the Property Trustee or the Delaware Trustee or any
Administrative Trustee that is not a natural person, as the case may be, may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Property
Trustee or the Delaware Trustee or the Administrative Trustees, as the case may
be, shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of the Property Trustee or the Delaware Trustee or the
Administrative Trustees, as the case may be, shall be the successor of the
Property Trustee or the Delaware Trustee or the Administrative Trustees, as the
case may be, hereunder, provided such Person 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.

                                      -29-
<PAGE>

                                  ARTICLE VI
                                 DISTRIBUTIONS

SECTION 6.1    Distributions.

     Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities. If and to the extent that the
Debenture Issuer makes a payment of interest (including Compounded Interest and
Additional Sums), premium and/or principal on the Debentures held by the
Property Trustee with respect to the Debentures held by the Property Trustee
(the amount of any such payment being a "Payment Amount"), the Property Trustee
shall and is directed, to the extent funds are available for that purpose, to
make a distribution (a "Distribution") of the Payment Amount to Holders.

                                  ARTICLE VII
                            ISSUANCE OF SECURITIES

SECTION 7.1    General Provisions Regarding Securities.

     (a)  The Administrative Trustees shall on behalf of the Trust issue one
class of subordinated capital income securities representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the "Preferred Securities") and one class of common securities
representing undivided beneficial interests in the assets of the Trust having
such terms as are set forth in Annex I (the "Common Securities"). Annex I is
hereby incorporated in and made a part of this Declaration. The Trust shall
issue no securities or other interests in the assets of the Trust other than the
Trust Securities.

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

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

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

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

SECTION 7.2    Execution and Authentication.

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

                                      -30-
<PAGE>

Security, shall be the Administrative Trustees of the Trust, although at the
date of the execution and delivery of the Declaration any such person was not
such an Administrative Trustee.

     (b)  One Administrative Trustee shall sign the Preferred Securities for the
Trust by manual or facsimile signature.

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

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

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

SECTION 7.3    Form and Dating.

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

     (a)  Global Securities. Securities offered may be issued in the form of one
or more permanent global Securities in definitive, fully registered form without
distribution coupons with the appropriate global legends set forth in Exhibit A-
1 hereto (the "Global Preferred Securities"), which shall be deposited on behalf
of the purchasers of the Preferred Securities represented thereby with the
Property Trustee, as custodian for the Clearing Agency, and registered in the
name of the Clearing Agency or a nominee of the Clearing Agency, duly executed
by the Trust and authenticated by the Property Trustee as hereinafter provided.
The number of Preferred Securities represented by

                                      -31-
<PAGE>

the Global Preferred Security may from time to time be increased or decreased by
adjustments made on the records of the Property Trustee and the Clearing Agency
or its nominee as hereinafter provided.

     (b)  Book-Entry  Provisions.  This  Section  7.3(b) shall apply only to the
Global Preferred Securities.

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

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

     (c)  Definitive Preferred Securities. Except as provided in Section 7.9 or
9.2(d), owners of beneficial interests in a Global Preferred Security will not
be entitled to receive physical delivery of certificated Preferred Securities
("Definitive Preferred Securities"). Preferred Securities not represented by a
Global Preferred Security may be issued in the form of individual certificates
in definitive, fully registered form without distribution coupons ("Definitive
Preferred Securities").

     (d)  Authorized Denominations. The Preferred Securities are issuable only
in denominations of $1,000 and any integral multiple thereof.

SECTION 7.4    Registrar and Paying Agent.

     The Trust shall maintain in the Borough of Manhattan, The City of New York,
(i) an office or agency where Preferred Securities may be presented for
registration of transfer ("Registrar"), and (ii) an office or agency where
Preferred Securities may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Preferred Securities and of their
transfer. The Trust may appoint the Registrar and the Paying Agent and may
appoint one or more co-registrars, and one or more additional paying agents in
such other locations as it shall determine. The term "Registrar" includes any
additional registrar and "Paying Agent" includes any additional paying agent.
The Trust may change any Paying Agent, Registrar or co-registrar 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

                                      -32-
<PAGE>

Agent not a party to this Declaration. If the Trust fails to appoint or maintain
another entity as Registrar or Paying Agent, the Property Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent or Registrar.
The Trust shall act as Paying Agent, Registrar for the Common Securities.

     The Trust initially appoints the Property Trustee's New York Affiliate as
Registrar and Paying Agent for the 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 Agent will hold in trust for the benefit of
Holders or the Property Trustee all money held by the Paying Agent for the
payment of liquidation amounts or Distributions, and will notify the Property
Trustee if there are insufficient funds for such purpose. While any such
insufficiency continues, the Property Trustee may require a Paying Agent to pay
all money held by it to the Property Trustee. The Trust at any time may require
a Paying Agent to pay all money held by it to the Property Trustee and to
account for any money disbursed by it. Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the Trust)
shall have no further liability for the money. If the Trust or the Sponsor or an
Affiliate of the Trust or the Sponsor acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent.

SECTION 7.6    Replacement Securities.

     If a Holder claims that a Security owned by it has been lost, destroyed or
wrongfully taken or if such Security is mutilated and is surrendered to the
Trust or in the case of the Preferred Securities to the Property Trustee, the
Trust shall issue and the Property Trustee shall, upon written order of the
Trust, authenticate a replacement Security if the Property Trustee's and the
Trust's requirements, as the case may be, are met. An indemnity bond must be
provided by the Holder which, in the judgment of the Property Trustee, is
sufficient to protect the Trustees, the Sponsor, the Trust or any authenticating
agent from any loss which any of them may suffer if a Security is replaced. The
Trust may charge such Holder for its expenses in replacing a Security. Every
replacement Security issued and authenticated in accordance with this Section
7.6 shall represent an undivided beneficial interest in the Trust.

SECTION 7.7    Outstanding Preferred Securities.

     The Preferred Securities outstanding at any time are all the 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 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 Preferred Security
is held by a bona fide purchaser.

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

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<PAGE>

     A 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    Preferred Securities in Treasury.

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

SECTION 7.9    Temporary Securities.

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

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

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

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

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<PAGE>

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

SECTION 7.10   Exchange.

     (a) If at any time the Sponsor of any of its Affiliates (in either case, a
"Sponsor Affiliated Holder") is the Holder of any Preferred Securities, such
Sponsor Affiliated Holder shall have the right to deliver to the Property
Trustee all or such portion of its Preferred Securities as its elects and
receive, in exchange therefore, a like amount of Debentures.  Such election
(i) shall be exercisable effective on any date of Distribution by such Sponsor
Affiliated Holder delivering to the Property Trustee a written notice of such
election specifying the liquidation amount of Preferred Securities with respect
to which such election is being made and the date of Distribution on which such
exchange shall occur, which Distribution date shall be not less than ten
Business Days after the date of receipt by the Property Trustee of such election
notice and (ii) shall be conditioned upon such Sponsor Affiliated Holder having
delivered or caused to be delivered to the Property Trustee or its designee the
Preferred Securities which are the subject of such election by 10:00 A.M. New
York time, on the date of Distribution on which such exchange is to occur. After
the exchange, such Preferred Securities will be canceled and will no longer be
deemed to be outstanding and all rights of the Sponsor or its Affiliates with
respect to such Preferred Securities will cease.

     (b)  In the case of an exchange described in Section 7.10(a), the Trust
will, on the date of such exchange, exchange Debentures having a principal
amount equal to a proportional amount of the aggregate liquidation amount of the
outstanding Common Securities, based on the ratio of the aggregate liquidation
amount of the Preferred Securities exchanged pursuant to Section 7.10(a) divided
by the aggregate liquidation amount of the Preferred Securities outstanding
immediately prior to such exchange, for such proportional amount of Common
Securities held by the Sponsor (which contemporaneously shall be canceled and no
longer be deemed to be outstanding); provided, that the Sponsor delivers or
caused to be delivered to the Property Trustee or its designee the required
amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the
date of Distribution on which such exchange is to occur.

SECTION 7.11   Cancellation.

     The Trust at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Property Trustee any Preferred Securities surrendered to them for
registration of transfer, redemption, exchange or payment. The Property Trustee
shall promptly cancel all Preferred Securities, surrendered for registration of
transfer, redemption, exchange, payment, replacement or cancellation and shall
dispose of canceled Preferred Securities in accordance with its customary
procedures unless the Trust otherwise directs. The Trust may not issue new
Preferred Securities to replace Preferred Securities that it has paid or that
have been delivered to the Property Trustee for cancellation or that any Holder
has exchanged.

SECTION 7.12   CUSIP Numbers.

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

                                 ARTICLE VIII
                             DISSOLUTION OF TRUST

SECTION 8.1    Dissolution of Trust.

     (a)  The Trust shall automatically dissolve:

          (i)   upon the bankruptcy of the Sponsor;

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

          (iii) following the distribution of a Like Amount of the Debentures to
the Holders, provided that, the Property Trustee has received written notice
from the Sponsor directing the Property Trustee to dissolve the Trust (which
direction is optional, and except as otherwise expressly provided below, within
the discretion of the Sponsor) and provided, further, that such direction and
such distribution is conditioned on the Administrative Trustees' receipt of an
opinion of an independent tax counsel experienced in such matters, which opinion
may rely on published rulings of the Internal Revenue Service, to the effect
that the Holders will not recognize any gain or

                                      -35-
<PAGE>

loss for United States federal income tax purposes as a result of the
dissolution of the Trust and the distribution of Debentures;

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

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

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

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

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

                                  ARTICLE IX
                             TRANSFER OF INTERESTS

SECTION 9.1    Transfer of Securities.

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

     (b)  The Administrative Trustees shall provide for the registration of
Preferred Securities and of the transfer of Preferred Securities, which will be
effected without charge but only upon payment (with such indemnity as the
Administrative Trustees may require) in respect of any tax or other governmental
charges that may be imposed in relation to it. Upon surrender for registration
of transfer of any Preferred Securities, the Administrative Trustees shall cause
one or more new Preferred Securities to be issued in the name of the designated
transferee or transferees. Every Preferred Security surrendered for registration
of transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Administrative Trustees and the Registrar duly executed by
the Holder or such Holder's attorney duly authorized in writing. Each Preferred
Security surrendered for registration of transfer shall be canceled by the
Property Trustee. A transferee of a Preferred Security shall be entitled to the
rights and subject to the obligations of a Holder hereunder upon the receipt by
such transferee of a Preferred Security. By acceptance of a Preferred Security,
each transferee shall be deemed to have agreed to be bound by this Declaration.

     (c)  For so long as the Trust Securities remain outstanding, the Sponsor
will covenant (i) to directly or indirectly maintain 100% direct or indirect
ownership of the Common Securities; provided, however, that any permitted
successor of the Sponsor under the Indenture may succeed to the Sponsor's
ownership of such Common Securities, (ii) to use its reasonable efforts to cause
the Trust (x) to remain a business trust, except in connection with the
distribution of Debentures to the

                                      -36-
<PAGE>

Holders of Trust Securities in dissolution and liquidation of the Trust, the
redemption of all of the Trust Securities, or certain mergers, conversions,
consolidations or amalgamations, each as permitted by this Declaration, and (y)
to otherwise continue to be classified as a grantor trust for United States
federal income tax purposes and (iii) to use its reasonable efforts to cause
each Holder of Trust Securities to be treated as owning an undivided beneficial
interest in the Debentures.

SECTION 9.2    Transfer Procedures and Restrictions.

     (a)  Transfer and Exchange of Definitive Preferred Securities. When
Definitive Preferred Securities are presented to the Registrar or co-Registrar.

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

          (ii) to exchange such Definitive Preferred Securities which became
mutilated, destroyed, defaced, stolen or lost, for an equal number of Definitive
Preferred Securities, the Registrar or co-registrar shall register the transfer
or make the exchange as requested if its reasonable requirements for such
transaction are met; provided, however, that the Definitive Preferred Securities
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Administrative Trustees and the Registrar or co-registrar, duly executed
by the Holder thereof or his attorney duly authorized in writing.

     (b)  Restrictions on Transfer of a Definitive Preferred Security for a
Beneficial Interest in a Global Preferred Security. A Definitive Preferred
Security may not be exchanged for a beneficial interest in a Global Preferred
Security except upon satisfaction of the requirements set forth below. Upon
receipt by the Property Trustee of a Definitive Preferred Security, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Property Trustee and the Administrative Trustees, together
with written instructions directing the Property Trustee to make, or to direct
the Clearing Agency to make, an adjustment on its books and records with respect
to the appropriate Global Preferred Security to reflect an increase in the
number of the Preferred Securities represented by such Global Preferred
Security, then the Property Trustee shall cancel such Definitive Preferred
Security and cause, or direct the Clearing Agency to cause, the aggregate number
of Preferred Securities represented by the appropriate Global Preferred Security
to be increased accordingly. If no Global Preferred Securities are then
outstanding, the Trust shall issue and the Property Trustee shall authenticate,
upon written order of any Administrative Trustee, an appropriate number of
Preferred Securities in global form.

     (c)  Transfer and Exchange of Global Preferred Securities. Subject to
Section 9.2(d), the transfer and exchange of Global Preferred Securities or
beneficial interests therein shall be effected through the Clearing Agency, in
accordance with this Declaration (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Clearing Agency therefor.

     (d)  Transfer of a Beneficial Interest in a Global Preferred Security for a
Definitive Preferred Security.

                                      -37-
<PAGE>

          (i)  Any Person having a beneficial interest in a Global Preferred
Security may upon request, but only upon 20 days' prior notice to the Property
Trustee, and if accompanied by the information specified below, exchange such
beneficial interest for a Definitive Preferred Security representing the same
number of Preferred Securities. Upon receipt by the Property Trustee from the
Clearing Agency or its nominee on behalf of any Person having a beneficial
interest in a Global Preferred Security of written instructions or such other
form of instructions as is customary for the Clearing Agency or the Person
designated by the Clearing Agency as having such a beneficial interest in a
Global Preferred Security, which may be submitted by facsimile, then the
Property Trustee will cause the aggregate number of Preferred Securities
represented by Global Preferred Securities to be reduced on its books and
records and, following such reduction, the Trust will execute and the Property
Trustee will authenticate and make available for delivery to the transferee a
Definitive Preferred Security.

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

     (e)  Restrictions on Transfer and Exchange of Global Preferred Securities.
Notwithstanding any other provisions of this Declaration (other than the
provisions set forth in subsection (f) of this Section 9.2 and subsection (b) of
Section 7.9), a Global Preferred Security may not be transferred as a whole
except by the Clearing Agency to a nominee of the Clearing Agency or another
nominee of the Clearing Agency or by the Clearing Agency or any such nominee to
a successor Clearing Agency or a nominee of such successor Clearing Agency.

     (f)  Authentication of Definitive Preferred Securities.  If at any time:

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

          (ii) the Trust, in its sole discretion, notifies the Property Trustee
in writing that it elects to cause the issuance of Definitive Preferred
Securities under this Declaration, then an Administrative Trustee on behalf of
the Trust will execute, and the Property Trustee, upon receipt of a written
order of the Trust signed by one Administrative Trustee requesting the
authentication and delivery of Definitive Preferred Securities to the Persons
designated by the Trust, will authenticate and make available for delivery
Definitive Preferred Securities, equal in number to the number of Preferred
Securities represented by the Global Preferred Securities, in exchange for such
Global Preferred Securities.

     (g)  Legend. Each Preferred Security certificate evidencing the Global
Preferred Securities and the Definitive Preferred Securities (and all Preferred
Securities issued in exchange therefor or substitution thereof) also shall bear
a legend in substantially the following form:

THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS
HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 (100

                                      -38-
<PAGE>

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

     (h)  Cancellation or Adjustment of Global Preferred Security. At such time
as all beneficial interests in a Global Preferred Security have either been
exchanged for Definitive Preferred Securities to the extent permitted by this
Declaration or redeemed, repurchased or canceled in accordance with the terms of
this Declaration, such Global Preferred Security shall be canceled by the
Property Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Preferred Security is exchanged for Definitive Preferred
Securities, Preferred Securities represented by such Global Preferred Security
shall be reduced and an adjustment shall be made on the books and records of the
Clearing Agency and the Registrar, to reflect such reduction.

     (i)  Obligations with Respect to Transfers and Exchanges of Preferred
Securities.

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

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

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

          (iv)  Prior to the due presentation for registration of transfer of
any Preferred Security, the Trust, the Property Trustee, the Paying Agent, the
Registrar or any co-registrar may deem and treat the Person in whose name a
Preferred Security is registered as the absolute owner of such Preferred
Security for the purpose of receiving Distributions on such Preferred Security
(subject to Section 2(c) of Annex I) and for all other purposes whatsoever, and
none of the Trust, the Property Trustee, the Paying Agent, the Registrar or any
co-registrar shall be affected by notice to the contrary.

          (v)   All Preferred Securities issued upon any registration of
transfer or exchange pursuant to the terms of this Declaration shall evidence
the same security and shall be

                                      -39-
<PAGE>

entitled to the same benefits under this Declaration as the Preferred Securities
surrendered upon such registration of transfer or exchange.

     (j)  No Obligation of the Property Trustee.

          (i)  The Property Trustee shall have no responsibility or obligation
to any beneficial owner of a Global Preferred Security, a Participant in the
Clearing Agency or other Person with respect to the accuracy of the records of
the Clearing Agency or its nominee or of any Clearing Agency Participant
thereof, with respect to any ownership interest in the Preferred Securities or
with respect to the delivery to any Clearing Agency Participant, beneficial
owner or other Person (other than the Clearing Agency) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect to
such Preferred Securities. All notices and communications to be given to the
Holders and all payments to be made to Holders under the Preferred Securities
shall be given or made only to or upon the order of the registered Holders
(which shall be the Clearing Agency or its nominee in the case of a Global
Preferred Security). The rights of beneficial owners in any Global Preferred
Security shall be exercised only through the Clearing Agency subject to the
applicable rules and procedures of the Clearing Agency. The Property Trustee may
conclusively rely and shall be fully protected in relying upon information
furnished by the Clearing Agency or any agent thereof with respect to its
Clearing Agency Participants and any beneficial owners.

          (ii) The Property Trustee and the 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 Preferred Security (including any
transfers between or among Clearing Agency Participants or beneficial owners in
any Global 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.

     (k)  Minimum Transfers. Preferred Securities may only be transferred in
minimum blocks of $100,000 aggregate liquidation amount. Any transfer of
Preferred Securities in a block having an aggregate liquidation amount of less
than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any
such transferee shall be deemed not to be a Holder of such Preferred Securities
for any purpose, including, but not limited to, the receipt of Distributions on
such Preferred Securities, and such transferee shall be deemed to have no
interest whatsoever in such Preferred Securities.

SECTION 9.3    Deemed Security Holders.

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

SECTION 9.4    Book Entry Interests.

                                      -40-
<PAGE>

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

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

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

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

     (d)  the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants and the
Clearing Agency receive and transmit payments of Distributions on the Global
Certificates to such Clearing Agency Participants, provided, that solely for the
purposes of determining whether the Holders of the requisite amount of Preferred
Securities have voted on any matter provided for in this Declaration, so long as
Definitive Preferred Security certificates have not been issued, the Trustees
may conclusively rely on, and shall be protected in relying on, any written
instrument (including a proxy) delivered to the Trustees by the Clearing Agency
setting forth the Preferred Security Beneficial Owners' votes or assigning the
right to vote on any matter to any other Persons either in whole or in part. DTC
will make book entry transfers among the Clearing Agency Participants.

SECTION 9.5    Notices to Clearing Agency.

     Whenever a notice or other communication to the Preferred Security Holders
is required under this Declaration, the Trustees shall give all such notices and
communications specified herein to be given to the Holders of Global Preferred
Securities to the Clearing Agency, and shall have no notice obligations to the
Preferred Security Beneficial Owners.

SECTION 9.6    Appointment of Successor Clearing Agency.

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

                                      -41-
<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  Securities
Guarantees and the terms of the Securities, the Sponsor shall not be:

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

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

     (b)  The Debenture Issuer shall be liable for all of the debts and
obligations of the Trust (other than in respect of the payment of principal,
interest and premium, if any, on the Securities) to the extent not satisfied out
of the Trust's assets.

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

SECTION 10.2   Exculpation.

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

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

SECTION 10.3   Fiduciary Duty.

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

                                      -42-
<PAGE>

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

     (b)  Unless otherwise expressly provided herein:

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

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

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

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

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

SECTION 10.4   Indemnification.

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

                                      -43-
<PAGE>

     The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

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

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

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

          (v)   Expenses (including attorneys' fees and expenses) incurred by a
Company Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a) shall, to the fullest extent permitted by law, be paid
by the Debenture Issuer in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such Company
Indemnified Person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Debenture Issuer as authorized
in this Section 10.4(a). Notwithstanding the foregoing, no advance shall be made
by the Debenture Issuer if a determination is reasonably and promptly made (i)
by the Administrative Trustees by a majority vote of a Quorum of disinterested

                                      -44-
<PAGE>

Administrative Trustees, (ii) if such a Quorum is not obtainable, or, even if
obtainable, if a Quorum of disinterested Administrative Trustees so directs, by
independent legal counsel in a written opinion or (iii) the Common Security
Holder of the Trust, that, based upon the facts known to the Administrative
Trustees, counsel or the Common Security Holder at the time such determination
is made, such Company Indemnified Person acted in bad faith or in a manner that
such Person did not believe to be in or not opposed to the best interests of the
Trust, or, with respect to any criminal proceeding, that such Company
Indemnified Person believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where the
Administrative Trustees, independent legal counsel or Common Security Holder
reasonably determine that such Person deliberately breached his duty to the
Trust or its Common or Preferred Security Holders.

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

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

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

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

     (b)  The Debenture Issuer agrees to indemnify the (i) Property Trustee,
(ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee or the
Delaware Trustee, and (iv) any officers, directors, shareholders, members,
partners, employees, representatives, custodians, nominees or agents of the
Property Trustee or the Delaware Trustee (each of the Persons in (i) through
(iv) being

                                      -45-
<PAGE>

referred to as a "Fiduciary Indemnified Person") for, and to hold each Fiduciary
Indemnified Person harmless against, any and all loss, liability, damage, claim
or expense including taxes (other than taxes based on the income of such
Fiduciary Indemnified Person) incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The provisions of this Section 10.4(b) shall
survive the resignation or removal of the Property Trustee or the Delaware
Trustee and the satisfaction and discharge of this Declaration.

     (c)  The Debenture Trustee agrees to pay the Property Trustee and the
Delaware Trustee, from time to time, such compensation for all services rendered
by the Property Trustee and the Delaware Trustee hereunder as may be mutually
agreed upon in writing by the Sponsor and the Property Trustee or the Delaware
Trustee, as the case may be, and, except as otherwise expressly provided herein,
to reimburse the Property Trustee and the Delaware Trustee upon its or their
request for all reasonable expenses, disbursements and advances incurred or made
by the Property Trustee or the Delaware Trustee, as the case may be, in
accordance with the provisions of this Declaration, except any such expense,
disbursement or advance as may be attributable to its or their negligence or bad
faith.

SECTION 10.5   Outside Businesses.

     Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 5.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee, or the Property Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character 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 Debenture Issuer agrees:

     (a)  to pay to the Trustees from time to time such compensation for all
services rendered by them hereunder as the parties shall agree in writing from
time to time (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust); and

                                      -46-
<PAGE>

     (b)  except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this
Declaration (including the reasonable compensation and the expenses and
disbursements of their respective agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith.

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

     No Trustee may claim any lien or charge on any property of the Trust as a
result of any amount due pursuant to this Section 10.6.

                                  ARTICLE XI
                                  ACCOUNTING

SECTION 11.1   Fiscal Year.

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

SECTION 11.2   Certain Accounting Matters.

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

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

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

SECTION 11.3   Banking.

     The Trust may maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the

                                      -47-
<PAGE>

Property Trustee shall be made directly to the Property Trustee Account and no
other funds of the Trust shall be deposited in the Property Trustee Account. The
sole signatories for such accounts shall be designated by the Administrative
Trustees; provided, however, that the Property Trustee shall designate the
signatories for the Property Trustee Account.

SECTION 11.4   Withholding.

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

                                  ARTICLE XII
                            AMENDMENTS AND MEETINGS

SECTION 12.1   Amendments.

     (a)  Except as otherwise provided in this Declaration (including Section 7
of the Annex I hereto) or by any applicable terms of the Securities, this
Declaration may only be amended by a written instrument approved and executed by
the Administrative Trustees (or if there are more than two Administrative
Trustees a majority of the Administrative Trustees); and

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

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

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

          (i)   unless the Property Trustee shall have first received: (A) an
Officers' Certificate from each of the Trust and the Sponsor that such amendment
is permitted by, and conforms to, the terms of this Declaration (including the
terms of the Securities); and (B) an Opinion of Counsel (who may be counsel to
the Sponsor or the Trust) that such amendment is permitted by, and conforms to,
the terms of this Declaration (including the terms of the Securities) and that
all conditions precedent, if any, in this Declaration to the execution and
delivery of such amendment

                                      -48-
<PAGE>

have been satisfied, provided, however, that the Property Trustee shall not be
required to sign any such amendment which affects the rights, powers, duties,
obligations or immunities of the Property Trustee; and

          (ii)  to the extent the result of such amendment would be to: (A)
cause the Trust to fail to continue to be classified for purposes of United
States federal income taxation as a grantor trust; (B) reduce or otherwise
adversely affect the powers of the Property Trustee in contravention of the
Trust Indenture Act; or (C) cause the Trust to be deemed to be an Investment
Company required to be registered under the Investment Company Act;

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

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

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

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

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

          (i)   cure any ambiguity, correct or supplement any provision in this
Declaration that may be inconsistent with any other provision of this
Declaration or to make any other provisions with respect to matters or questions
arising under this Declaration which shall not be inconsistent with the other
provisions of the Declaration; (ii) to modify, eliminate or add to any
provisions of the Declaration to such extent as shall be necessary to ensure
that the Trust will be classified for United States federal income tax purposes
as a grantor trust at all times that any Securities are outstanding or to ensure
that the Trust will not be required to register as an Investment Company under
the Investment Company Act; and (iii) pursuant to Section 5.7 hereof, to
evidence the acceptance of the appointment of a successor Trustee or to fill a
vacancy created by an increase in the number of Administrative Trustees;
provided, however, that in each case such action shall not adversely affect in
any material respect the interests of the Holders, and any such amendments of
this Declaration shall become effective when notice thereof is given to the
Holders.

SECTION 12.2   Meetings of the Holders; Action by Written Consent.

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

                                      -49-
<PAGE>

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 notices in writing stating
that the signing Holders wish to call a meeting and indicating the general or
specific purpose for which the meeting is to be called. Any Holders calling a
meeting shall specify in writing the Security Certificates held by the Holders
exercising the right to call a meeting and only those Securities specified shall
be counted for purposes of determining whether the required percentage set forth
in the second sentence of this paragraph has been met.

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

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

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

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

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

                                      -50-
<PAGE>

                                 ARTICLE XIII
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                             AND DELAWARE TRUSTEE

SECTION 13.1      Representations and Warranties of Property Trustee.

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

         (a)  The Property Trustee is a Delaware banking corporation, a
national banking association or a bank or trust company organized under the laws
of any State of the United States or the District of Columbia, in any case with
trust powers and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, this Declaration;

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

         (c)  The execution, delivery and performance of this Declaration by
the Property Trustee does not conflict with or constitute a breach of the
charter or by-laws of the Property Trustee;

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

         (e)  The Property Trustee satisfies the requirements set forth in
Section 5.3(a).

SECTION 13.2      Representations and Warranties of Delaware Trustee.

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

         (a)  The Delaware Trustee is duly organized, validly existing and in
good standing under the laws of the State of Delaware, with 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 Delaware Trustee
of this Declaration has been duly authorized by all necessary corporate action
on the part of the Delaware Trustee. This

                                      -51-
<PAGE>

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

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

         (d)  The Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware and is a Person that satisfies for
the Trust section 3807(a) of the Business Trust Act.

                                  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, telecopied or
mailed by first class mail, overnight courier service or confirmed telecopy, 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 Property Trustee, the Delaware Trustee and the
Holders):

         Dynegy Capital Trust III
         c/o Dynegy Inc.
         1000 Louisiana, Suite 5800
         Houston, Texas  77002
         Attention: ______________
         Telecopy: (713) 767-8322

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

         Bank One Delaware, Inc.
         3 Christina Centre
         201 North Walnut St.
         Wilmington, Delaware  19801-2920

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

         Bank One Trust Company, National Association

                                      -52-
<PAGE>

         1 Bank One Plaza
         Suite IL1-0126
         Chicago, Illinois  60670-0126
         Attention: Corporate Trust Services Division
         Telecopy: (312) 407-1708

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

         Dynegy Inc.
         1000 Louisiana
         Houston, Texas  77002
         Attention: Kenneth E. Randolph
         Telecopy: (713) 507-6808

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

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

SECTION 14.2      GOVERNING LAW.

THIS DECLARATION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THE
HOLDERS OF THE SECURITIES SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE.

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 grantor trust. The provisions
of this Declaration shall be interpreted to further this intention of the
parties.

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

                                      -53-
<PAGE>

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 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.

SECTION 14.8      No Recourse.

         The Trust's obligations hereunder are intended to be the obligations of
the Trust and no recourse for the payment of Distributions (including Additional
Distributions, if applicable) on, and the Redemption Price of, Securities, as
applicable, or for any claim upon the Securities or otherwise in respect
thereof, shall be had against any Holder of Preferred Securities or any
Affiliate of a Holder of Preferred Securities, solely by reason of such Person
being a Holder of Preferred Securities or an Affiliate of a Holder of Preferred
Securities, it being understood that the Holders of Preferred Securities, solely
by reason of being a Holder of Preferred Securities, have limited liability (in
accordance with the provisions of the Business Trust Act) for the liabilities
and obligations of the Trust. Nothing contained in this Section 14.8 shall be
construed to limit the exercise or enforcement, in accordance with the terms of
this Declaration, the Preferred Securities Guarantee, the Common Securities
Guarantee and the Indenture, of rights and remedies against the Trust or the
Sponsor.

                                      -54-
<PAGE>

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

                                       ______________, as Administrative Trustee
                                       ______________, as Administrative Trustee
                                       ______________, as Administrative Trustee


                                       BANK ONE DELAWARE, INC.
                                       as Delaware Trustee


                                       By:______________________________________
                                       Title:___________________________________


                                       BANK ONE TRUST COMPANY,
                                       NATIONAL ASSOCIATION
                                       as Property Trustee


                                       By:______________________________________
                                       Name:____________________________________
                                       Title: __________________________________


                                       DYNEGY INC.
                                       as Sponsor and Debenture Issuer


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                      -55-
<PAGE>

                                    ANNEX I

                                   TERMS OF
                          ____% PREFERRED SECURITIES
                            ____% COMMON SECURITIES

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

1.       Designation and Number.

         (a)  Preferred Securities. _______ Preferred Securities of the Trust
and with an aggregate liquidation amount at any time outstanding with respect to
the assets of the Trust of _________ dollars ($________), and each with a
liquidation amount with respect to the assets of the Trust of $1,000 per
security, are hereby designated for the purposes of identification only as
________ (the "Preferred Securities"). The certificates evidencing the 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 or to conform to the rules of any
exchange or quotation system on or in which the Preferred Securities are listed,
traded or quoted.

         (b)  Common Securities. ______ Common Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust of ________
dollars ($_______) and a liquidation amount with respect to the assets of the
Trust of $1,000 per security, are hereby designated for the purposes of
identification only as "________" (the "Common Securities"). The certificates
evidencing the Common Securities shall be substantially in the form of Exhibit
A-2 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

2.       Distributions.

         (a)  Distributions payable on each Security will be fixed at a rate per
annum of _____% (the "Coupon Rate") of the liquidation amount of $1,000 per
Security (the "Liquidation Amount"), such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one semiannual period will bear additional distributions
thereon compounded semiannually at the Coupon Rate (to the extent permitted by
applicable law). A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Property Trustee and to the extent
the Property Trustee has funds on hand legally available therefor.

         (b)  Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or
duly provided for or, if no Distributions have been paid or duly provided for,
from ________, ___, and will be payable semiannually in arrears on

                                      -56-
<PAGE>

______ and ______ of each year, commencing on ______, ___ (each, a "Distribution
Date"), except as otherwise described below. Distributions will be computed on
the basis of a 360-day year consisting of twelve 30-day months and, for any
period less than a full calendar month, on the basis of the actual number of
days elapsed in such month. As long as no Event of Default has occurred and is
continuing under the Indenture, the Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment period
at any time and from time to time on the Debentures for a period not exceeding
10 consecutive semiannual periods, including the first such semiannual period
during such period (each an "Extension Period"), during which Extension Period
no interest shall be due and payable on the Debentures, provided that no
Extension Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, Distributions will continue to accumulate with additional
Distributions thereon (to the extent permitted by applicable law but not at a
rate greater than the rate at which interest is then accruing on the Debentures)
at the Coupon Rate compounded semiannually during any such Extension Period.
Prior to the termination of any such Extension Period, the Debenture Issuer may
further defer payments of interest by further extending such Extension Period;
provided that such Extension Period, together with all such previous and further
extensions within such Extension Period, may not exceed 10 consecutive
semiannual periods, including the first semiannual period during such Extension
Period, end on a date other than an Interest Payment Date or extend beyond the
Maturity Date of the Debentures. Payments of accumulated Distributions will be
payable to Holders as they appear on the books and records of the Trust on the
first record date after the end of the Extension Period. Upon the termination of
any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.

         (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 close of
business on the ___ day of the month preceding the month in which the relevant
Distribution Date occurs, which Distribution Dates correspond to the interest
payment dates on the Debentures. Subject to any applicable laws and regulations
and the provisions of the Declaration, each such payment in respect of the
Global Preferred Securities will be made as described under the heading
"Description of Preferred Securities -- Form, Denomination, Book-Entry
Procedures and Transfer" in the Prospectus dated ______, __, of the Debenture
Issuer and the Trust relating to the Securities and the Debentures. Payments in
respect of Preferred Securities held in certificated form will be made by check
mailed to the Holder entitled thereto. The relevant record dates for the Common
Securities shall be the same as the record dates for the Preferred Securities.
Distributions payable on any Securities that are not punctually paid on any
Distribution Date, as a result of the Debenture Issuer having failed to make a
payment under the Debentures, will cease to be payable to the Holder on the
relevant record date, and such defaulted Distribution will instead be payable to
the Person in whose name such Securities are registered on the special record
date or other specified date determined in accordance with the Indenture. If any
date on which Distributions are payable on the Securities is not a Business Day,
then payment of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), except that if such next succeeding Business Day
is in the next succeeding calendar year, such payment shall be made on the

                                      -57-
<PAGE>

immediately preceding Business Day with the same force and effect as if made on
the date such payment was originally payable.

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

3.       Liquidation Distribution Upon Dissolution.

         In the event of any dissolution of the Trust or the Sponsor otherwise
gives notice of its election to dissolve the Trust pursuant to Section
8.1(a)(iii) of the Declaration, the Trust shall be liquidated by the
Administrative Trustees as expeditiously as the Administrative Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to the Holders a Like
Amount (as defined below) of the Debentures, unless such distribution is
determined by the Property Trustee not to be practicable, in which event such
Holders will be entitled to receive Pro Rata out of the assets of the Trust
legally available for distribution to Holders, after satisfaction of liabilities
to creditors of the Trust as provided by applicable law, an amount equal to the
aggregate of the liquidation amount of $1,000 per Security plus accumulated and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution").

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

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

4.       Redemption and Distribution.

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

                                      -58-
<PAGE>

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

               (ii)    In the case of an optional redemption, if fewer than all
the outstanding Securities are to be so redeemed, the Securities to be redeemed
will be determined as described in Section 4(f)(ii) below.

         The Debenture Issuer shall have the right (subject to the conditions in
the Indenture) to elect to redeem the Debentures in whole at any time or in part
from time to time, upon not less than 30 days' and not more than 60 days'
notice, at a prepayment price (the "Optional Prepayment Price") equal to the
greater of (i) 100% of the principal amount of the Debentures to be so prepaid
plus accrued and unpaid interest thereon (including Additional Sums, if any) to
the date of prepayment and (ii) the sum of the present values of the remaining
scheduled payments of principal of the Debentures to be so prepaid and interest
thereon (including Additional Sums, if any) discounted to the date of
prepayment, on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months), at the Treasury Rate (as defined herein) plus ___ basis points
plus accrued interest thereon to the date of prepayment.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Debentures to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Debentures.

         "Treasury Rate" means, with respect to any prepayment date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such prepayment date.

         "Comparable Treasury Price" means, with respect to any prepayment date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such prepayment date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, the average of
the Reference Treasury Dealer Quotations for such prepayment date.

         "Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any prepayment date, the average, as determined by
the Debenture Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Debenture Trustee by the Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such prepayment date.



                                      -59-
<PAGE>

         "Reference Treasury Dealer" means __________ and its successors;
provided however, that if ________ shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
shall substitute therefor another Primary Treasury Dealer.

         Upon such a prepayment of the Debentures, the proceeds from such
prepayment shall be applied by the Property Trustee to redeem a Like Amount of
the Securities, upon not less than 30 nor more than 60 days' notice of a date of
redemption to the holders of the Securities at a redemption price which shall be
equal to the Optional Prepayment Price in respect of the Debentures.

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

         "Investment Company Event" means the receipt by the Sponsor and the
Trust of an Opinion of Counsel from counsel experienced in such matters to the
effect that, as a result of the occurrence of a change in law or regulation or a
written change (including any announced prospective change) in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, which amendment or change is effective or which
pronouncement or decision is announced on or after _______, ___, there is more
than an insubstantial risk that the Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), which change or
prospective change becomes effective or would become effective, as the case may
be, on or after the date of the issuance of the Preferred Securities.

         "Tax Event" shall occur upon receipt by the Sponsor and the Trust of an
Opinion of Counsel from counsel experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced prospective
change) in, the laws or any regulations thereunder of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after ______, ___, there is
more than an insubstantial risk that (i) the Trust is, or will be within 90 days
of the date of such opinion, subject to United States federal income tax with
respect to income received or accrued on the Debentures, (ii) interest payable
by the Debenture Issuer on the Debentures is not, or within 90 days of the date
of such opinion, will not be, deductible by the Debenture Issuer, in whole or in
part, for United States federal income tax purposes, or (iii) the Trust is, or
will be within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

         "Special Event Redemption Price" shall mean, with respect to a
redemption of Securities, a price equal to 100% of the principal amount of the
Debentures to be so prepaid plus accrued and unpaid interest thereon (including
Additional Sums, if any) to the date of prepayment.

                                      -60-
<PAGE>

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

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

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

              (i)    Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a "Redemption/Distribution Notice")
will be given by the Trust by mail to each Holder to be redeemed or exchanged
not fewer than 30 nor more than 60 days before the date fixed for redemption or
exchange thereof which, in the case of a redemption, will be the date fixed for
redemption of the Debentures. For purposes of the calculation of the date of
redemption or exchange and the dates on which notices are given pursuant to this
Section 4(f)(i), a Redemption/ Distribution Notice shall be deemed to be given
on the day such notice is first mailed by first-class mail, postage prepaid, to
Holders. Each Redemption/Distribution Notice shall be addressed to the Holders
at the address of each such Holder appearing in the books and records of the
Trust. No defect in the Redemption/Distribution Notice or in the mailing of
either thereof with respect to any Holder shall affect the validity of the
redemption or exchange proceedings with respect to any other Holder.

              (ii)   In the event that fewer than all the outstanding Securities
are to be redeemed, the particular Securities to be redeemed shall be selected
on a Pro Rata basis (based upon Liquidation Amounts) not more than 60 days prior
to the date fixed for redemption from the outstanding Preferred Securities not
previously called for redemption, provided, however, that with respect to
Holders that would be required to hold less than 100 but more than zero
Securities as a result of such pro rata redemption, the Trust shall redeem
Securities of each such Holder so that after such redemption such Holder shall
hold either 100 Securities or such Holder no longer holds any Securities and
shall use such method (including, without limitation, by lot) as the Trust shall
deem fair and appropriate, provided, further, that any such proration may be
made on the basis of the aggregate Liquidation Amount of Securities held by each
Holder thereof and may be made by making such adjustments as the Trust deems
fair and appropriate in order that only Securities in denominations of $1,000 or
integral multiples thereof shall be redeemed. In respect of Preferred Securities
registered in the name of and held of record by the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee) or any nominee, the
distribution of the proceeds of such redemption will be made to the Clearing
Agency and disbursed by such Clearing Agency in accordance with the procedures
applied by such agency or nominee.

                                      -61-
<PAGE>

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

         Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of (i) any Securities beginning
on the opening of business 15 days before the day of mailing of a notice of
redemption and ending at the close of business on the day of such mailing or
(ii) any Securities selected for redemption except the unredeemed portion of any
Security being redeemed. If any date fixed for redemption of Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay) except that, if such next
succeeding Business Day falls in the next calendar year, such payment shall be
made on the immediately preceding Business Day, with the same force and effect
as if made on such date fixed for redemption. If payment of the Redemption Price
in respect of any Securities is improperly withheld or refused and not paid
either by the Property Trustee or by the Sponsor as guarantor pursuant to the
relevant Securities Guarantee, Distributions on such Securities will continue to
accumulate from the original redemption date to the actual date of payment, in
which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price.

              (iv)   Redemption/Distribution Notices shall be sent by the
Property Trustee on behalf of the Trust to (A) in respect of the Preferred
Securities, the Clearing Agency or its nominee (or any successor Clearing Agency
or its nominee) if the Global Certificates have been issued or, if Definitive
Preferred Security Certificates have been issued, to the Holder thereof, and (B)
in respect of the Common Securities to the Holder thereof. (vi) Subject to the
foregoing and applicable law (including, without limitation, United States
federal securities laws and banking laws), provided the

                                      -62-
<PAGE>

acquiror is not the Holder of the Common Securities or the obligor under the
Indenture, the Sponsor or any of its subsidiaries may at any time and from time
to time purchase outstanding Preferred Securities by tender, in the open market
or by private agreement.

5.       Voting Rights - Preferred Securities.

         (a)  Except as provided under Sections 5(b), 6(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

         (b)  So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a majority in liquidation amount
of all outstanding Preferred Securities; provided, however, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Preferred Securities. The Trustees
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Preferred Securities except by subsequent vote of such Holders.
Subject to Section 2.7 of the Declaration, the Property Trustee shall notify
each Holder of Preferred Securities of any notice of default with respect to the
Debentures. In addition to obtaining the foregoing approvals of such Holders of
the Preferred Securities, prior to taking any of the foregoing actions, the
Trustees shall obtain an opinion of counsel experienced in such matters to the
effect that the Trust will not be classified as an association taxable as a
corporation for United States federal income tax purposes on account of such
action.

         If an Event of Default under the Declaration has occurred and is
continuing, then the Holders of a majority in liquidation amount of Preferred
Securities have the right to direct the exercise of any trust or power conferred
upon the Property Trustee under this Declaration, including the right to direct
the Property Trustee to exercise the remedies available to it as holder of the
Debentures and the Preferred Securities Guarantee. If an Event of Default under
the Declaration has occurred and is continuing and such event is attributable to
the failure of the Debenture Issuer to pay principal of or premium, if any, or
interest on the Debentures on the due date (or in the case of redemption, on the
redemption date), then a Holder of Preferred Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of or
premium, if any, or interest on a Like Amount of Debentures (a "Direct Action")
on or after the respective due date specified in the Debentures. In connection
with such Direct Action, the Common Securities Holder will be subrogated to the
rights of such Holder of Preferred Securities to the extent of any payment made
by the Debenture Issuer to such Holder of Preferred Securities in such Direct
Action. In addition, if the Property Trustee fails to take legal action for an
Event of Default of which the Trustee has knowledge, the Holders of the
Preferred Securities may, to the fullest extent permitted by law, take such
legal action, to the same extent as if such Holders of Preferred Securities held
a Like Amount of Debentures, without first proceeding against the Property
Trustee or the Trust.

                                      -63-
<PAGE>

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

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

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

6.       Voting Rights - Common Securities.

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

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

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

                                      -64-
<PAGE>

except by subsequent vote of such Holders. Subject to Section 2.7 of the
Declaration, the Property Trustee shall notify each Holder of Common Securities
of any notice of default with respect to the Debentures. In addition to
obtaining the foregoing approvals of such Holders of the Common Securities,
prior to taking any of the foregoing actions, the Trustees shall obtain an
opinion of counsel experienced in such matters to the effect that the Trust will
not be classified as an association taxable as a corporation for United States
federal income tax purposes on account of such action.

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

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

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

7.       Amendments to Declaration.

         In addition to the requirements set out in Section 12.1 of the
Declaration, the Declaration may be amended from time to time by the Sponsor,
the Property Trustee and the Administrative Trustees, without the consent of the
Holders (i) to cure any ambiguity, correct or supplement any provisions in the
Declaration that may be inconsistent with any other provisions, or to make any
other provisions with respect to matters or questions arising under the
Declaration which shall not be inconsistent with the other provisions of the
Declaration, or (ii) to modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that the Trust will
be classified for United States federal income tax purposes as a grantor trust
at all times that any Securities are outstanding or to ensure that the Trust
will not be required to register as an "Investment Company" under the Investment
Company Act; provided, however, that in each case such action shall not
adversely affect in any material respect the interests of any Holder. Any

                                      -65-
<PAGE>

amendments of the Declaration pursuant to the immediately preceding sentence
shall become effective when notice thereof is given to the Holders. Under the
circumstances referred to in Section 12.1(c) of the Declaration, the Declaration
also may be amended by the Trustees and the Sponsor with (i) the consent of
Holders representing a Majority in liquidation amount of all outstanding
Securities, and (ii) receipt by the Trustees of an Opinion of Counsel to the
effect that such amendment or the exercise of any power granted to the Trustees
in accordance with such amendment will not affect the Trust's status as a
grantor trust for United States federal income tax purposes or the Trust's
exemption from status as an Investment Company under the Investment Company Act,
provided that, without the consent of each Holder of Trust Securities, the
Declaration may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a holder of Trust Securities to
institute suit for the enforcement of any such payment on or after such date.

8.       Pro Rata.

         A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
according to the aggregate liquidation amount of the Securities held by the
relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding. In any such
proration, the Trust may make such adjustments as may be appropriate in order
that only securities in authorized denominations shall be redeemed (subject to
the minimum block requirements of Section 9.2(k) of the Declaration).

9.       Ranking.

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

10.      Acceptance of Securities Guarantee and Indenture.

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

11.      No Preemptive Rights.

                                      -66-
<PAGE>

         The Holders shall have no preemptive or similar 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 Preferred
Securities Guarantee, the Common Securities Guarantee (as may be appropriate)
and the Indenture (including any supplemental indenture) to a Holder without
charge upon written request to the Sponsor at its principal place of business.

                                      -67-
<PAGE>

                                  EXHIBIT A-1

                    FORM OF PREFERRED SECURITY CERTIFICATE
                          [FORM OF FACE OF SECURITY]

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

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

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

         SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
THIS PREFERRED SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.

         Number of Aggregate Liquidation Preferred Securities Amount:
_____________ ___________________ CUSIP NO. ___________ Certificate Evidencing
Preferred Securities

                                      -68-
<PAGE>

of Dynegy Capital Trust III ___% Preferred Securities (liquidation amount $1,000
per Preferred Security) Dynegy Capital Trust III, a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that ______________ (the "Holder") is the registered owner of [$_________ in
aggregate liquidation amount of Preferred Securities of the Trust]/1/ [the
aggregate liquidation amount of Preferred Securities of the Trust specified in
Schedule A hereto]/2/ representing undivided beneficial interests in the assets
of the Trust designated the Series __ ___% Preferred Securities (liquidation
amount $1,000 per Preferred Security) (the "Preferred Securities"). Subject to
the Declaration (as defined below), the 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 and
other terms and provisions of the Preferred Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of ______, __, as the same
may be amended from time to time (the "Declaration"), including the designation
of the terms of the Preferred Securities as set forth in Annex I to the
Declaration. Capitalized terms used but not defined herein shall have the
meaning given them in the Declaration. The Sponsor will provide a copy of the
Declaration, the Preferred Securities Guarantee, the Common Securities Guarantee
(as may be appropriate), and the Indenture (including any supplemental
indenture) to a Holder without charge upon written request to the Trust at its
principal place of business.

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

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



_______________________________________
/1/ Insert in Definitive Preferred Securities only.
/2/ Insert Global Preferred Securities only.

                                      -69-
<PAGE>

         IN WITNESS WHEREOF, the Trust has duly executed this certificate.

         Dated: ______________

                                                 DYNEGY CAPITAL TRUST III
                                                 By:____________________________
                                                 Name:__________________________
                                                      Administrative Trustee

                                      -70-
<PAGE>

               PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    Bank One Trust Company,
                                    National Association, as Property Trustee


                                    By:______________________________________
                                         Authorized Signatory

                                      -71-
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Preferred Security will be fixed at a
rate per annum of ___% (the "Coupon Rate") of the liquidation amount of $1,000
per Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one semiannual period will bear interest thereon compounded semiannually at
the Coupon Rate (to the extent permitted by applicable law). A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Property Trustee and to the extent the Property Trustee has funds on
hand legally available therefor.

         Distributions on the Preferred Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or
duly provided for or, if no Distributions have been paid or duly provided for,
from _____, ___, and will be payable semiannually in arrears, on ____ and _____
of each year, commencing on _____, __, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period less than a full calendar month, on the
basis of the actual number of days elapsed in such month. As long as no Event of
Default has occurred and is continuing under the Indenture, the Debenture Issuer
has the right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 10 consecutive calendar semiannual periods, including the
first such semiannual period during such period (each an "Extension Period"),
during which Extension Period no interest shall be due and payable on the
Debentures, provided that no Extension Period shall end on a date other than an
Interest Payment Date for the Debentures or extend beyond the Maturity Date of
the Debentures. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, Distributions will continue to accumulate with
additional Distributions thereon (to the extent permitted by applicable law but
not at a rate greater than the rate at which interest is then accruing on the
Debentures) at the Coupon Rate compounded semiannually during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period, together with all such
previous and further extensions within such Extension Period, may not exceed 10
consecutive semiannual periods, including the first semiannual period during
such Extension Period, end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. Payments of
accumulated Distributions will be payable to Holders as they appear on the books
and records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

         The Property Trustee may, at the direction of the Sponsor, at any time
dissolve the Trust and, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, cause the Debentures to be distributed to
the holders of the Securities in liquidation of the Trust or, simultaneous with
any redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.

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

                                      -72-
<PAGE>

         ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers
this 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 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 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 and Exchange Act of 1934, as amended.

                                      -73-
<PAGE>

                                  SCHEDULE A*

     The initial number of Preferred Securities evidenced by the Certificate to
which this Schedule is attached is _______ (having an aggregate liquidation
amount of $______). The notations in the following table evidence decreases and
increases in the number of Preferred Securities evidenced by such Certificate.

     Number of Preferred Decrease in Number Increase in Number Securities
Remaining of Preferred of Preferred After Such Decrease Notation Securities or
Increase by Registrar___________________________________________________________

________________________________________________________________________________

____________________________________





____________________________________
* Append to Global Preferred Securities only.

                                      -74-
<PAGE>

                                  EXHIBIT A-2

                      FORM OF COMMON SECURITY CERTIFICATE

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

         THE COMMON SECURITIES ARE NOT TRANSFERRABLE EXCEPT AS DESCRIBED IN THE
DECLARATION (AS DEFINED BELOW).

         Number of Common Securities Aggregate Liquidation

         Amount:-----------------------------------------   Certificate Number
CS- --------------- Certificate Evidencing Common Securities of Dynegy Capital
Trust III ____% Common Securities (liquidation amount $1,000 per Common
Security)

         Dynegy Capital Trust III, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
______________________ (the "Holder") is the registered owner of __________
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust designated the ____% Common Securities (liquidation
amount $1,000 per Common Security) (the "Common Securities"). Subject to the
limitations in Section 9.1(c) of the Declaration (as defined below), the Common
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of _____, ___, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration. Capitalized terms used but not
defined herein shall have the meaning given them in the Declaration. The Sponsor
will provide a copy of the Declaration, the Common Securities Guarantee, the
Preferred Securities Guarantee (as may be appropriate) and the Indenture
(including any supplemental indenture) to a Holder without charge upon written
request to the Sponsor at its principal place of business.

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

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

                                      -75-
<PAGE>

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

                                               Dynegy Capital Trust III


                                               By:___________________________
                                               Name:_________________________
                                                    Administrative Trustee

                                      -76-
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Common Security will be fixed at a rate
per annum of ___% (the "Coupon Rate") of the liquidation amount of $1,000 per
Common Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. Distributions in arrears for more than one
semiannual period will bear interest thereon compounded semiannually at the
Coupon Rate (to the extent permitted by applicable law). A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Property Trustee and to the extent the Property Trustee has funds
available therefor.

         Distributions on the Common Securities will be cumulative, will accrue
from the most recent date to which Distributions have been paid or duly provided
for or, if no Distributions have been paid or duly provided for, from ____, ___,
and will be payable semiannually in arrears, on ____ and _____ of each year,
commencing on _____, ___, except as otherwise described below. Distributions
will be computed on the basis of a 360-day year consisting of twelve 30-day
months and, for any period less than a full calendar month, on the basis of the
actual number of days elapsed in such month. As long as no Event of Default has
occurred and is continuing under the Indenture, the Debenture Issuer has the
right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 10 consecutive calendar semiannual periods, including the
first such semiannual period during such period (each an "Extension Period"),
during which Extension Period no interest shall be due and payable on the
Debentures, provided that no Extension Period shall end on a date other than an
Interest Payment Date for the Debentures or extend beyond the Maturity Date of
the Debentures. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, Distributions will continue to accumulate with
additional Distributions thereon (to the extent permitted by applicable law but
not at a rate greater than the rate at which interest is then accruing on the
Debentures) at the Coupon Rate compounded semiannually during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period, together with all such
previous and further extensions within such Extension Period, may not exceed 10
consecutive semiannual periods, including the first semiannual period during
such Extension Period, or end on a date other than an Interest Payment Date for
the Debentures or extend beyond the Maturity Date of the Debentures. Payments of
accrued Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

         The Property Trustee may, at the direction of the Sponsor, at any time
dissolve the Trust and, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, cause the Debentures to be distributed to
the holders to the Securities in liquidation of the Trust or, simultaneous with
any redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.

                                      -77-
<PAGE>

         Under certain circumstances, the right of the holders of the Common
Securities shall be subordinate to the rights of the holders of the Preferred
Securities (as defined in the Declaration), as provided in the Declaration.

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

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

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

         (Insert address and zip code of assignee) and irrevocably appoints ____
________________________________________________________________________________
________________________________________________________________________________
____________________________agent to transfer___________________________________
________________________________________________________________________________
_______________this Common Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

Date:________________

Signature:

_______________________

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

         In connection with any transfer of any of the Common Securities
evidenced by this certificate, the undersigned confirms that such Common
Securities are being: CHECK ONE BOX BELOW

(1)      [_]      changed for the undersigned's own account without transfer; or

(2)      [_]      transferred pursuant to and in compliance with Rule 144A under
the Securities Act of 1933, as amended; or

(3)      [_]      transferred to a non-U.S. person pursuant to an offshore
transaction in compliance with Rule 904 of Regulation S under the Securities Act
of 1933, as amended; or

(4)      [_]      transferred to an institutional "accredited investor"
within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the
Securities Act of 1933, as amended, that

                                      -78-
<PAGE>

is acquiring the Common Securities for its own account, or for the account of
such an institutional "accredited investor", for investment purposes and not
with a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act of 1933, as amended; or

(5)      [_]      transferred pursuant to and in compliance with Rule 144 under
the Securities Act of 1933, as amended;

(6)      [_]      transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933, as amended; or

(7)      [_]      transferred pursuant to an effective registration statement,
under the Securities Act of 1933, as amended. Unless one of the boxes is
checked, the Registrar will refuse to register any of the Common Securities
evidenced by this certificate in the name of any Person other than the
registered Holder thereof; provided, however, that if box (3), (4), (5) or (6)
is checked, the Registrar may require, prior to registering any such transfer of
the Common Securities, such legal opinions, certifications and other information
as the Trust has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended; provided,
further, that (i) if box (2) is checked, the transferee must also certify in the
form attached hereto that it is a "qualified institutional buyer" as defined in
Rule 144A or (ii) if box (3) or (4) is checked, the transferee must also provide
to the Registrar a Transferee Letter of Representation in the form attached
hereto.

Signature:

___________________

                                      -79-
<PAGE>

                 CERTIFICATE OF QUALIFIED INSTITUTIONAL BUYER

         The undersigned transferee of Common Securities hereby certifies that
(i) the undersigned is a "qualified institutional buyer" (a "QIB") as defined in
Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933, as amended
(the Securities Act), (ii) the undersigned is aware that the transfer of the
Common Securities to the undersigned is being made in reliance on Rule 144A and
(iii) the undersigned is acquiring the Common Securities for its own account or
for the account of another QIB over which the undersigned exercises its sole
investment discretion.

         The undersigned also understands and acknowledges that the Common
Securities have not been registered under the Securities Act or any other
applicable securities law, are being offered for resale in transactions not
requiring registration under the Securities Act and may not be offered, sold,
pledged or otherwise transferred except in compliance with the registration
requirements of the Securities Act or any other applicable securities laws,
pursuant to an exemption therefrom or in a transaction not subject thereto and,
in each case, in compliance with the terms of the Common Securities and the
terms of the Amended and Restated Declaration of Trust of Dynegy Capital Trust
III, dated as of _____, ___, as the same may be amended from time to time.

Signature:

_____________________

                                      -80-
<PAGE>

                                   EXHIBIT B

                             SPECIMEN OF DEBENTURE

                                      -81-