<PAGE>


-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                        
                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                     AMONG

                             TOWER AUTOMOTIVE, INC.
                                 AS DEPOSITOR,

                       THE FIRST NATIONAL BANK OF CHICAGO
                              AS PROPERTY TRUSTEE,

                          FIRST CHICAGO DELAWARE INC.
                              AS DELAWARE TRUSTEE,

                                      AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                            DATED AS OF JUNE 9, 1998

                         TOWER AUTOMOTIVE CAPITAL TRUST

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

<PAGE>


                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ----
<S>                 <C>                                                       <C>
ARTICLE 1
     DEFINED TERMS
     SECTION 1.1.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2
     ESTABLISHMENT OF THE TRUST
     SECTION 2.1.   NAME . . . . . . . . . . . . . . . . . . . . . . . . . . .12
     SECTION 2.2.   OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
                    BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . .12
     SECTION 2.3.   ORGANIZATIONAL EXPENSES. . . . . . . . . . . . . . . . . .12
     SECTION 2.4.   ISSUANCE OF THE PREFERRED SECURITIES . . . . . . . . . . .12
     SECTION 2.5.   SUBSCRIPTION AND PURCHASE OF DEBENTURES; ISSUANCE OF
                    THE COMMON SECURITIES. . . . . . . . . . . . . . . . . . .12
     SECTION 2.6.   DECLARATION OF TRUST . . . . . . . . . . . . . . . . . . .12
     SECTION 2.7.   AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS . . . . .13
     SECTION 2.8.   ASSETS OF TRUST. . . . . . . . . . . . . . . . . . . . . .16
     SECTION 2.9.   TITLE TO TRUST PROPERTY. . . . . . . . . . . . . . . . . .16

ARTICLE 3
     PAYMENT ACCOUNT
     SECTION 3.1.   PAYMENT ACCOUNT. . . . . . . . . . . . . . . . . . . . . .17

ARTICLE 4
     DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION
     SECTION 4.1.   DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . .17
     SECTION 4.2.   REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . .18
     SECTION 4.3.   CONVERSION . . . . . . . . . . . . . . . . . . . . . . . .20
     SECTION 4.4.   SPECIAL EVENT EXCHANGE OR REDEMPTION . . . . . . . . . . .22
     SECTION 4.5.   SUBORDINATION OF COMMON SECURITIES . . . . . . . . . . . .24
     SECTION 4.6.   PAYMENT PROCEDURES.. . . . . . . . . . . . . . . . . . . .24
     SECTION 4.7.   TAX RETURNS AND REPORTS. . . . . . . . . . . . . . . . . .24
     SECTION 4.8.   PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST. . . . . . . .25
     SECTION 4.9.   PAYMENTS UNDER SUBORDINATED INDENTURE. . . . . . . . . . .25

ARTICLE 5
     TRUST SECURITIES CERTIFICATES
     SECTION 5.1.   INITIAL OWNERSHIP. . . . . . . . . . . . . . . . . . . . .25
     SECTION 5.2.   THE TRUST SECURITIES CERTIFICATES. . . . . . . . . . . . .25
     SECTION 5.3.   DELIVERY OF TRUST SECURITIES CERTIFICATES. . . . . . . . .26
     SECTION 5.4.   REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED
                    SECURITIES . . . . . . . . . . . . . . . . . . . . . . . .26
     SECTION 5.5.   MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
                    CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . .29
     SECTION 5.6.   PERSONS DEEMED SECURITYHOLDERS . . . . . . . . . . . . . .29
     SECTION 5.7.   ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND
                    ADDRESSES. . . . . . . . . . . . . . . . . . . . . . . . .29
     SECTION 5.8.   MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . .30

                                        i
<PAGE>
                                                                              PAGE
                                                                              ----
<S>                 <C>                                                       <C>
     SECTION 5.9.   APPOINTMENT OF PAYING AGENT. . . . . . . . . . . . . . . .30
     SECTION 5.10.  OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR. . . . . . . .30
     SECTION 5.11.  GLOBAL SECURITIES; NON-GLOBAL SECURITIES; COMMON
                    SECURITIES CERTIFICATE . . . . . . . . . . . . . . . . . .31
     SECTION 5.12.  NOTICES TO CLEARING AGENCY . . . . . . . . . . . . . . . .32
     SECTION 5.13.  DEFINITIVE PREFERRED SECURITIES CERTIFICATES . . . . . . .32
     SECTION 5.14.  RIGHTS OF SECURITYHOLDERS. . . . . . . . . . . . . . . . .32
     SECTION 5.15.  RESTRICTIVE LEGEND . . . . . . . . . . . . . . . . . . . .32

ARTICLE 6
     ACT OF SECURITYHOLDERS; MEETINGS; VOTING
     SECTION 6.1.   LIMITATIONS ON VOTING RIGHTS . . . . . . . . . . . . . . .33
     SECTION 6.2.   VOTING RIGHTS OF COMMON SECURITIES . . . . . . . . . . . .36
     SECTION 6.3.   MEETINGS OF THE HOLDERS OF TRUST SECURITIES; ACTION
                    BY WRITTEN CONSENT . . . . . . . . . . . . . . . . . . . .37
     SECTION 6.4.   ACTS OF SECURITYHOLDERS. . . . . . . . . . . . . . . . . .38
     SECTION 6.5.   INSPECTION OF RECORDS. . . . . . . . . . . . . . . . . . .39

ARTICLE 7
     REPRESENTATIONS AND WARRANTIES
     SECTION 7.1.   REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE
                    AND THE DELAWARE TRUSTEE . . . . . . . . . . . . . . . . .39
     SECTION 7.2.   REPRESENTATIONS AND WARRANTIES OF DEPOSITOR. . . . . . . .40

ARTICLE 8
     THE TRUSTEES
     SECTION 8.1.   CERTAIN DUTIES AND RESPONSIBILITIES. . . . . . . . . . . .40
     SECTION 8.2.   NOTICE OF DEFAULTS . . . . . . . . . . . . . . . . . . . .42
     SECTION 8.3.   CERTAIN RIGHTS OF PROPERTY TRUSTEE . . . . . . . . . . . .44
     SECTION 8.4.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                    SECURITIES . . . . . . . . . . . . . . . . . . . . . . . .46
     SECTION 8.5.   MAY HOLD SECURITIES. . . . . . . . . . . . . . . . . . . .46
     SECTION 8.6.   COMPENSATION; INDEMNITY; FEES. . . . . . . . . . . . . . .46
     SECTION 8.7.   PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES . . . .47
     SECTION 8.8.   CONFLICTING INTERESTS. . . . . . . . . . . . . . . . . . .47
     SECTION 8.9.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. . . . .48
     SECTION 8.10.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR . . . . . . . . . .49
     SECTION 8.11.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
                    TO BUSINESS. . . . . . . . . . . . . . . . . . . . . . . .50
     SECTION 8.12.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR
                    OR TRUST . . . . . . . . . . . . . . . . . . . . . . . . .50
     SECTION 8.13.  REPORTS BY PROPERTY TRUSTEE. . . . . . . . . . . . . . . .50
     SECTION 8.14.  REPORTS TO THE PROPERTY TRUSTEE. . . . . . . . . . . . . .51
     SECTION 8.15.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT . . . . .51
     SECTION 8.16.  NUMBER OF TRUSTEES . . . . . . . . . . . . . . . . . . . .51
     SECTION 8.17.  DELEGATION OF POWER. . . . . . . . . . . . . . . . . . . .52

                                       ii
<PAGE>

                                                                              PAGE
                                                                              ----
<S>                 <C>                                                       <C>
ARTICLE 9
     DISSOLUTION, LIQUIDATION AND MERGER
     SECTION 9.1.   DISSOLUTION UPON EXPIRATION DATE . . . . . . . . . . . . .52
     SECTION 9.2.   EARLY DISSOLUTION. . . . . . . . . . . . . . . . . . . . .52
     SECTION 9.3.   DISSOLUTION. . . . . . . . . . . . . . . . . . . . . . . .53
     SECTION 9.4.   LIQUIDATION. . . . . . . . . . . . . . . . . . . . . . . .53
     SECTION 9.5.   MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR
                    REPLACEMENTS OF THE TRUST. . . . . . . . . . . . . . . . .54

ARTICLE 10
     MISCELLANEOUS PROVISIONS
     SECTION 10.1.  LIMITATION OF RIGHTS OF SECURITYHOLDERS. . . . . . . . . .55
     SECTION 10.2.  AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . .55
     SECTION 10.3.  SEPARABILITY . . . . . . . . . . . . . . . . . . . . . . .58
     SECTION 10.4.  GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . .58
     SECTION 10.5.  PAYMENTS DUE ON NON-BUSINESS DAY . . . . . . . . . . . . .58
     SECTION 10.6.  SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . .58
     SECTION 10.7.  HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . .58
     SECTION 10.8.  REPORTS, NOTICES AND DEMANDS . . . . . . . . . . . . . . .58
     SECTION 10.9.  AGREEMENT NOT TO PETITION. . . . . . . . . . . . . . . . .59
     SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE
                    ACT. . . . . . . . . . . . . . . . . . . . . . . . . . . .59
     SECTION 10.11. ACCEPTANCE OF TERMS OF DECLARATION, GUARANTEE AND
                    SUBORDINATEDINDENTURE. . . . . . . . . . . . . . . . . . .59
     SECTION 10.12. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . .59
</TABLE>

EXHIBIT A  --  Certificate of Trust of
   Tower Automotive Capital Trust

EXHIBIT B  --  Form of Certificate
   Depositary Agreement

EXHIBIT C  --  Form of Common Securities of
   Tower Automotive Capital Trust

EXHIBIT D  --  Form of Preferred Securities of
   Tower Automotive Capital Trust

EXHIBIT E  --  Form of Restricted
   Securities Certificate

EXHIBIT F  --  Form of Unrestricted
   Securities Certificate

EXHIBIT G  --  Notice of Conversion

                                      iii
<PAGE>


                         Tower Automotive Capital Trust

                      Certain Sections of this Declaration
                      relating to Sections 310 through 318
                      of the Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
TRUST INDENTURE                                                DECLARATION
 ACT SECTION                                                     SECTION
---------------                                                 --------
<S>            <C>                                             <C>
Section 310    (a)(1)      . . . . . . . . . . . . . . . . .     8.7
               (a)(2)      . . . . . . . . . . . . . . . . .     8.7
               (a)(3)      . . . . . . . . . . . . . . . . .     Not Applicable
               (a)(4)      . . . . . . . . . . . . . . . . .     2.7(a)(ii)
               (b)         . . . . . . . . . . . . . . . . .     8.8
Section 311    (a)         . . . . . . . . . . . . . . . . .     8.12
               (b)         . . . . . . . . . . . . . . . . .     8.12
Section 312    (a)         . . . . . . . . . . . . . . . . .     5.7
               (b)         . . . . . . . . . . . . . . . . .     5.7
               (c)         . . . . . . . . . . . . . . . . .     5.7
Section 313    (a)         . . . . . . . . . . . . . . . . .     8.13(a)
               (c)         . . . . . . . . . . . . . . . . .     10.8
               (d)         . . . . . . . . . . . . . . . . .     8.13(c)
               (a)(4)      . . . . . . . . . . . . . . . . .     8.13(b)
               (b)         . . . . . . . . . . . . . . . . .     8.13(b)
Section 314    (a)         . . . . . . . . . . . . . . . . .     8.14
               (b)         . . . . . . . . . . . . . . . . .     Not Applicable
               (c)(1)      . . . . . . . . . . . . . . . . .     8.15
               (c)(2)      . . . . . . . . . . . . . . . . .     8.15
               (c)(3)      . . . . . . . . . . . . . . . . .     Not Applicable
               (d)         . . . . . . . . . . . . . . . . .     Not Applicable
               (e)         . . . . . . . . . . . . . . . . .     1.1, 8.15
Section 315    (a)         . . . . . . . . . . . . . . . . .     8.1(a), 8.3(a)
               (b)         . . . . . . . . . . . . . . . . .     8.2, 10.8
               (c)         . . . . . . . . . . . . . . . . .     8.1(a)
               (d)         . . . . . . . . . . . . . . . . .     8.1, 8.3
               (e)         . . . . . . . . . . . . . . . . .     Not Applicable
Section 316    (a)         . . . . . . . . . . . . . . . . .     Not Applicable
               (a)(1)(A)   . . . . . . . . . . . . . . . . .     Not Applicable
               (a)(1)(B)   . . . . . . . . . . . . . . . . .     Not Applicable
               (a)(2)      . . . . . . . . . . . . . . . . .     Not Applicable
               (b)         . . . . . . . . . . . . . . . . .     Not Applicable
               (c)         . . . . . . . . . . . . . . . . .     6.7
Section 317    (a)(1)      . . . . . . . . . . . . . . . . .     Not Applicable
               (b)         . . . . . . . . . . . . . . . . .     5.9
Section 318    (a)         . . . . . . . . . . . . . . . . .     10.10
</TABLE>
--------------------
*    Note:  This reconciliation and tie sheet shall not, for any purpose, be
     deemed to be a part of the Declaration.

                                        iv
<PAGE>

              AMENDED AND RESTATED DECLARATION OF TRUST, dated as of June 9, 
1998, among:  (i) Tower Automotive, Inc., a Delaware corporation (including 
any successors or assigns, the "Depositor"); (ii) The First National Bank of 
Chicago, a national banking association, as property trustee (in such 
capacity, the "Property Trustee" and, in its personal capacity and not in its 
capacity as Property Trustee, the "Bank"); (iii) First Chicago Delaware Inc. 
a corporation duly organized and existing under the laws of the State of 
Delaware, as Delaware trustee (in such capacity, the "Delaware Trustee"); 
(iv) Dugald K. Campbell, Anthony A. Barone and James R. Lozelle each of whose 
address is c/o Tower Automotive, Inc., 6303 28th Street S.E., Grand Rapids, 
Michigan 49546 (each, an "Administrative Trustee" and, collectively, the 
"Administrative Trustees" and, collectively with the Property Trustee and 
Delaware Trustee, the "Trustees") and (iv) the several Holders as hereinafter 
defined.

                                 W I T N E S S E T H:

              WHEREAS, the Depositor and certain of the Trustees have 
heretofore duly declared and created a business trust pursuant to the 
Delaware Business Trust Act by (i) entering into that certain Trust 
Agreement, dated as of June 3, 1998 (the "Original Declaration"), and (ii)  
the execution and filing by certain of the Trustees with the Secretary of 
State of the State of Delaware of the Certificate of Trust, filed on June 3, 
1998, attached as EXHIBIT A, for the sole purpose of issuing and selling 
certain securities representing undivided beneficial interests in the assets 
of the Trust and investing the proceeds thereof in the Debentures (as defined 
herein); and

              WHEREAS, the parties hereto desire to amend and restate the 
Original Declaration in its entirety as set forth herein to provide for, 
among other things, (i) the issuance and sale of the Common Securities (as 
defined herein) by the Trust to the Depositor, (ii) the issuance and sale of 
the Preferred Securities by the Trust pursuant to the Purchase Agreement 
(each as defined herein) and (iii) the acquisition by the Trust from the 
Depositor of all of the right, title and interest in the Debentures;

              NOW, THEREFORE, in consideration of the agreements and 
obligations set forth herein and for other good and valuable consideration, 
the sufficiency of which is hereby acknowledged, each party, for the benefit 
of the other parties and for the benefit of the Holders of the Preferred 
Securities, hereby amends and restates the Original Declaration in its 
entirety and agrees as follows:

                                      ARTICLE 1
                                    DEFINED TERMS

              SECTION 1.1.    DEFINITIONS.  For all purposes of this 
Declaration, except as otherwise expressly provided or unless the context 
otherwise requires:

              (a)    the terms defined in this Article have the meanings 
assigned to them in this Article and include the plural as well as the 
singular;

              (b)    all other terms used herein that are defined in the 
Trust Indenture Act, either directly or by reference therein, have the 
meanings assigned to them therein;


                                       1
<PAGE>

              (c)    unless the context otherwise requires, any reference to 
an "Article" or a "Section" refers to an Article or a Section, as the case 
may be, of this Declaration; and

              (d)    the words "herein," "hereof" and "hereunder" and other 
words of similar import refer to this Declaration as a whole and not to any 
particular Article, Section or other subdivision.

              "ACT" has the meaning specified in Section 6.4.

              "ADDITIONAL AMOUNT" means, with respect to the Trust 
Securities, the amount of Additional Interest (as defined in the Subordinated 
Indenture) paid by the Depositor on the Debentures.

              "ADDITIONAL SUMS" means, with respect to the Trust Securities, 
the amount of Additional Sums (as defined in the Subordinated Indenture) paid 
by the Depositor on the Debentures.

              "ADMINISTRATIVE TRUSTEE" means each of Dugald K. Campbell, 
Anthony A. Barone and James R. Lozelle, each solely in his capacity as 
Administrative Trustee of the Trust and not in his individual capacity, or 
such Administrative Trustee's successor in interest in such capacity, or any 
successor in interest in such capacity, or any successor administrative 
trustee appointed as herein provided.

              "AFFILIATE" of any specified Person means any other Person 
directly or indirectly controlling or controlled by or under direct or 
indirect common control with such specified Person, provided, however that an 
Affiliate of the Depositor shall be deemed not to include the Trust.  For the 
purposes of this definition, "control" when used with respect to any 
specified Person means the power to direct the management and policies of 
such Person, directly or indirectly, whether through the ownership of voting 
securities, by contract or otherwise; and the terms "controlling" and 
"controlled" have meanings correlative to the foregoing.

              "APPLICABLE PROCEDURES" means, with respect to any transfer or 
transaction involving a Global Certificate or beneficial interest therein, 
the rules and procedures of Euroclear and Cedel, and of the Clearing Agency 
for such security, in each case to the extent applicable to such transaction 
and as in effect from time to time.

              "BANK" has the meaning specified in the preamble to this 
Declaration.

              "BANKRUPTCY EVENT" means, with respect to any Person:

              (a)    the entry of a decree or order by a court having
       jurisdiction in the premises judging such Person as bankrupt or
       insolvent, or approving as properly filed a petition seeking
       reorganization, arrangement, adjudication or composition of or in respect
       of such Person under any applicable Federal or State bankruptcy,
       insolvency, reorganization or other similar law, or appointing a
       receiver, liquidator, assignee, trustee, sequestrator (or other similar
       official) of such Person or of any substantial part of its property or
       ordering the


                                       2
<PAGE>

       winding-up or liquidation of its affairs, and the continuance of any such
       decree or order unstayed and in effect for a period of 60 consecutive
       days; or

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

              "BANKRUPTCY LAWS" has the meaning specified in Section 10.9.

              "BOARD OF DIRECTORS" means either the board of directors of the 
Depositor or any committee of that board duly authorized to act hereunder.

              "BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES" means a 
beneficial interest in the Preferred Securities Certificates, ownership and 
transfers of which shall be made through book entries by a Clearing Agency as 
described in Section 5.11.

              "BUSINESS DAY" means any day other than a Saturday or Sunday or 
a day on which banking institutions in the City of New York are authorized or 
required by law or executive order to remain closed or a day on which the 
Corporate Trust Office of the Property Trustee or the corporate trust office 
of the Subordinated Debt Trustee, is closed for business.

              "CERTIFICATE DEPOSITORY AGREEMENT" means the agreement among 
the Trust, the Depositor and The Depository Trust Company, as the initial 
Clearing Agency, dated as of the Closing Date, relating to the Trust 
Securities Certificates substantially in the form attached as EXHIBIT B, as 
the same may be amended and supplemented from time to time.

              "CERTIFICATED PREFERRED SECURITY" has the meaning specified in 
Section 5.2.

              "CLEARING AGENCY" means an organization registered as a 
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of 
1934, as amended.  The Depository Trust Company will be the initial Clearing 
Agency.

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

              "CLOSING DATE" means the Closing Date (as defined in the 
Purchase Agreement), which date is also the date of execution and delivery of 
this Declaration.


                                       3
<PAGE>

              "COMMISSION" means the Securities and Exchange Commission, as 
from time to time constituted, created under the Securities Exchange Act of 
1934, as amended, or, if at any time after the execution of this instrument 
such Commission is not existing and performing the duties now assigned to it 
under the Trust Indenture Act, then the body performing such duties at such 
time.

              "COMMON SECURITIES CERTIFICATE" means a certificate evidencing 
ownership of Common Securities, substantially in the form attached as EXHIBIT 
C.

              "COMMON SECURITIES GUARANTEE" means the Guarantee Agreement 
executed and delivered by the Depositor contemporaneously with the execution 
and delivery of this Declaration, for the benefit of the holders of the 
Common Securities, as amended from time to time.

              "COMMON SECURITY" means an undivided beneficial interest in the 
assets of the Trust, having a Liquidation Amount with respect to the assets 
of the Trust of $50 and having the rights provided therefor in this 
Declaration, including the right to receive Distributions and a Liquidation 
Distribution as provided herein.

              "COMMON STOCK" means the Common Stock, par value $.01 per 
share, of the Depositor.

              "CONVERSION AGENT" has the meaning specified in Section 4.3.

              "CONVERSION DATE" has the meaning specified in Section 4.3.

              "CONVERSION EXPIRATION DATE" means the close of business on the 
Business Day prior to the maturity date of the Debentures, or in the case of 
the Preferred Securities called for redemption, the close of business on the 
Business Day prior to the Redemption Date.

              "CONVERSION PRICE" has the meaning specified in Section 4.3.

              "CORPORATE TRUST OFFICE" means the principal corporate trust 
office of the Property Trustee at which at any particular time its corporate 
trust business shall be administered, which office at the date hereof is 
located at The First National Bank of Chicago, Mail Suite 0129, Chicago, 
Illinois 60670-0129.

              "CURRENT MARKET PRICE," with respect to the Common Stock of the 
Depositor, means the average of last reported sale price, regular way, for 
the 10 Trading Days ending on the date of determination, or, if no sale takes 
place on any such day, the average of the reported closing bid and asked 
prices on such day(s), regular way, in either case as reported on NYSE, or, 
if such Common Stock is not listed or admitted to trading on NYSE on any such 
day, on the principal national securities exchange or quotation system on 
which such Common Stock is listed or admitted to trading, or, if not listed 
or admitted to trading or quoted on any national securities exchange or 
quotation system, the average closing bid and asked prices of such Common 
Stock in the over-the-counter market for the 10 Trading Days in question as 
reported by the National Quotation Bureau Incorporated, or a similar 
generally accepted reporting service, or, if not so available in such


                                       4
<PAGE>

manner, as furnished by any member firm of the National Association of 
Securities Dealers, Inc.  selected from time to time by the Board of 
Directors for that purpose or, if not so available in such manner, as 
otherwise determined in good faith by the Board of Directors.  As used 
herein, the term "Trading Day" shall mean a day on which the principal 
national securities exchange on which the Common Stock is listed or admitted 
to trading is open for the transaction of business or, if the Common Stock is 
not listed or admitted to trading on any national securities exchange, a 
Business Day.

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

              "DEBENTURE REDEMPTION DATE" means, with respect to any 
Debentures to be redeemed under the Subordinated Indenture, the date fixed 
for redemption thereof under the Subordinated Indenture.

              "DEBENTURES" means all of the Depositor's 6 3/4% junior 
convertible subordinated debentures due June 30, 2018, $266,752,600 million 
principal amount, issued pursuant to the Subordinated Indenture.

              "DECLARATION" means this Amended and Restated Declaration of 
Trust, as the same may be modified, amended or supplemented in accordance 
with the applicable provisions hereof, including all exhibits hereto, 
including, for all purposes of this Declaration any such modification, 
amendment or supplement, the provisions of the Trust Indenture Act that are 
deemed to be a part of and govern this Declaration and any such modification, 
amendment or supplement, respectively.

              "DEFINITIVE PREFERRED SECURITIES CERTIFICATES" means either or 
both (as the context requires) of (a) Preferred Securities Certificates 
issued in certificated, fully registered form as provided in Section 5.11(a) 
and (b) Preferred Securities Certificates issued in certificated, fully 
registered form as provided in Section 5.13.

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

              "DELAWARE TRUSTEE" means the Person identified as the "Delaware 
Trustee" in the preamble to this Declaration solely in its capacity as 
Delaware Trustee of the Trust and not in its individual capacity, or its 
successor in interest in such capacity, or any successor Delaware trustee 
appointed as herein provided.

              "DEPOSITOR" has the meaning specified in the preamble to this 
Declaration.

              "DGCL" means the General Corporation Law of the State of 
Delaware.

              "DIRECT ACTION" has the meaning specified in Section 6.4.

              "DISTRIBUTION DATE" has the meaning specified in Section 4.1(a).

              "DISTRIBUTIONS" means amounts payable in respect of the Trust 
Securities as provided in Section 4.1.


                                       5
<PAGE>

              "EARLY DISSOLUTION EVENT" has the meaning specified in Section 
9.2.

              "EVENT OF DEFAULT" means the occurrence of a Debenture Event of 
Default, whatever the reason for such Debenture Event of Default and whether 
it shall be voluntary or involuntary or be effected by operation of law or 
pursuant to any judgment, decree or order of any court or any order, rule or 
regulation of any administrative or governmental body.

              "EXCHANGE NOTICE" has the meaning specified in Section 4.4(b).

              "EXPIRATION DATE" has the meaning specified in Section 9.1.

              "GLOBAL CERTIFICATE" means a Preferred Security that is 
registered in the Securities Register in the name of a Clearing Agency or a 
nominee thereof.

              "GUARANTEE" means the Guarantee Agreement executed and 
delivered by the Depositor and The First National Bank of Chicago, a national 
banking association, as guarantee trustee, contemporaneously with the 
execution and delivery of this Declaration, for the benefit of the Holders of 
the Preferred Securities, as amended from time to time.

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

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

              "INVESTMENT COMPANY EVENT" means the receipt by the Property 
Trustee, on behalf of the Trust, of an Opinion of Counsel, rendered by a law 
firm having a recognized national tax and securities practice and experienced 
in matters under the 1940 Act (which Opinion of Counsel shall not have been 
rescinded by such law firm), to the effect that, as a result of the 
occurrence of a change in law or regulation or a change in interpretation or 
application of law or regulation by any legislative body, court, governmental 
agency or regulatory authority (a "Change in 1940 Act Law"), there is more 
than an insubstantial risk that the Trust is or will be within 90 days 
considered an "investment company" that is required to be registered under 
the 1940 Act, which Change in 1940 Act Law becomes effective on or after the 
date of original issuance of the Preferred Securities under this Declaration.

              "LIEN" means any lien, pledge, charge, encumbrance, mortgage, 
deed of trust, adverse ownership interest, hypothecation, assignment, 
security interest or preference, priority or other security agreement or 
preferential arrangement of any kind or nature whatsoever.

              "LIQUIDATED DAMAGES" has the meaning specified under the 
Subordinated Indenture.

              "LIQUIDATION AMOUNT" means an amount with respect to the assets 
of the Trust equal to $50 per Trust Security.


                                       6
<PAGE>

              "LIQUIDATION DATE" means each date on which Debentures or cash 
are to be distributed to Holders of Trust Securities in connection with a 
dissolution and liquidation of the Trust pursuant to Section 9.4(a).

              "LIQUIDATION DISTRIBUTION" has the meaning specified in Section 
9.4(d).

              "1940 ACT" means the Investment Company Act of 1940, as amended.

              "NOTICE OF CONVERSION" means the notice given by a Holder of 
Preferred Securities to the Conversion Agent directing the Conversion Agent 
to exchange such Preferred Security for Debentures and to convert such 
Debentures into Common Stock on behalf of such holder.  Such notice is 
substantially in the form set forth in EXHIBIT G.

              "OFFICERS' CERTIFICATE" means a certificate signed by (i) the 
Chairman of the Board, a Vice Chairman, the President or a Vice President, 
and by (ii) the Treasurer, an Assistant Treasurer, the Controller, the 
Secretary or an Assistant Secretary, of the Depositor, and delivered to the 
Trustee.  One of the officers signing an Officers' Certificate given pursuant 
to Section 8.15 shall be the principal executive, financial or accounting 
officer of the Depositor.  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 officer has made such examination or
       investigation as, in such officer's opinion, is necessary to enable such
       officer to express an informed opinion as to whether or not such covenant
       or condition has been complied with; and

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

              "OPINION OF COUNSEL" means a written opinion of counsel, who 
may be counsel for the Trust, the Property Trustee or the Depositor, and who 
may be an employee of any thereof, and who shall be acceptable to the 
Property Trustee. Any Opinion of Counsel delivered with respect to compliance 
with a condition or covenant provided for in this Declaration shall include:

              (a)    a statement that each individual signing the Opinion of
       Counsel 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 individual in rendering
       the Opinion of Counsel;


                                       7
<PAGE>

              (c)    a statement that each individual has made such examination
       or investigation as is necessary to enable such individual 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
       individual, such condition or covenant has been complied with.

              "OPTIONAL REDEMPTION PRICE" means with respect to the Preferred 
Securities (except as set forth below with respect to redemption upon the 
occurrence of a Tax Event), the following percentages of the Liquidation 
Amounts thereof, plus accumulated and unpaid Distributions, if any, to the 
date fixed for redemption if redeemed during the twelve-month period 
commencing June 30, in each of the following years indicated:

<TABLE>
<CAPTION>
    Year           Redemption Price             Year         Redemption Price
    ----           ----------------             ----         ----------------
<S>                    <C>                      <C>              <C>
    2001               104.725%                 2005             102.025%
    2002               104.050%                 2006             101.350%
    2003               103.375%                 2007             100.675%
    2004               102.700%                 2008             100.000%
</TABLE>

              In the event of a redemption of Trust Securities upon the 
occurrence of a Tax Event, Trust Securities shall be redeemed at the 
redemption price of $50 per Trust Security and all accumulated and unpaid 
Distributions, if any, to the date fixed for redemption.

              "ORIGINAL DECLARATION" has the meaning specified in the 
recitals to this Declaration.

              "OUTSTANDING," when used with respect to Trust Securities, 
means, as of the date of determination, all Trust Securities theretofore 
executed and delivered under this Declaration, except:

              (a)    Trust Securities theretofore canceled by the Securities
       Registrar or delivered to the Securities Registrar for cancellation or
       tendered for conversion;

              (b)    Trust Securities for whose payment or redemption money in
       the necessary amount has been theretofore deposited with the Property
       Trustee or any Paying Agent for the Holders of such Trust Securities;
       provided that, if such Trust Securities are to be redeemed, notice of
       such redemption has been duly given pursuant to this Declaration;

              (c)    Trust Securities which have been exchanged for Debentures
       pursuant to Section 4.4; and

              (d)    Trust Securities which have been paid or in exchange for or
       in lieu of which other Trust Securities have been executed and delivered
       pursuant to Section 5.5;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite 
Liquidation Amount of the Outstanding Trust Securities have given any 
request, demand, authorization, direction, notice,


                                       8
<PAGE>

consent or waiver hereunder, Trust Securities owned by the Depositor, any 
Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded 
and deemed not to be Outstanding, except that (a) in determining whether any 
Trustee shall be fully protected in relying upon any such request, demand, 
authorization, direction, notice, consent or waiver, only Trust Securities 
that a Responsible Officer of the Property Trustee or the Delaware Trustee, 
or an individual Administrative Trustee, as the case may be, actually knows 
to be so owned shall be so disregarded and (b) the foregoing shall not apply 
at any time when all of the Outstanding Trust Securities are owned by the 
Depositor, one or more of the Trustees and/or any such Affiliate.  Trust 
Securities so owned which have been pledged in good faith may be regarded as 
Outstanding if the pledgee establishes to the satisfaction of the Securities 
Registrar the pledgee's right so to act with respect to such Trust Securities 
and that the pledgee is not the Depositor or any Affiliate of the Depositor.

              "OWNER" means each Person who is the beneficial owner of a 
Book-Entry Preferred Securities Certificate as reflected in the records of 
the Clearing Agency or, if a Clearing Agency Participant is not the Owner, 
then as reflected in the records of a Person maintaining an account with such 
Clearing Agency (directly or indirectly, in accordance with the rules of such 
Clearing Agency).

              "PAYING AGENT" means any paying agent or co-paying agent 
appointed pursuant to Section 5.9.

              "PAYMENT ACCOUNT" means a segregated non-interest bearing 
corporate trust account maintained by the Property Trustee with the Bank in 
its trust department for the benefit of the Securityholders in which all 
amounts paid in respect of the Debentures will be held and from which the 
Property Trustee shall make payments to the Securityholders in accordance 
with Section 4.1.

              "PERSON" means any individual, corporation, partnership, joint 
venture, trust, limited liability company or corporation, unincorporated 
organization or government or any agency or political subdivision thereof.

              "PREFERRED SECURITIES CERTIFICATE" means a certificate 
evidencing ownership of Preferred Securities, substantially in the form 
attached as EXHIBIT D.

              "PREFERRED SECURITY" means an undivided beneficial interest in 
the assets of the Trust, having a Liquidation Amount with respect to the 
assets of the Trust of $50 and having the rights provided therefor in this 
Declaration, including the right to receive Distributions and a Liquidation 
Distribution as provided herein.

              "PROPERTY TRUSTEE" means the commercial bank or trust company 
identified as the "Property Trustee" in the preamble to this Declaration 
solely in its capacity as Property Trustee of the Trust and not in its 
individual capacity, or its successor in interest in such capacity, or any 
successor property trustee appointed as herein provided.

              "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of 
June 3, 1998, among the Trust, the Depositor and the Initial Purchasers named 
therein.

              "REDEMPTION DATE" means, with respect to any Trust Security to 
be redeemed, each Debenture Redemption Date.


                                       9
<PAGE>

              "REDEMPTION PRICE" means, with respect to any Trust Security, 
$50 per Trust Security, plus accumulated and unpaid Distributions (including 
any Additional Sums) to the date of redemption.

              "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights 
Agreement, dated as of June 9, 1998, among the Trust, the Depositor and the 
Initial Purchasers named therein.

              "RELEVANT TRUSTEE" has the meaning specified in Section 8.9.

              "RESPONSIBLE OFFICER" means any officer assigned to the 
Corporate Trust Office, including any managing director, vice president, 
assistant vice president, assistant treasurer, assistant secretary or any 
other officer of the Property Trustee or the Delaware Trustee customarily 
performing functions similar to those performed by any of the above 
designated officers and having direct responsibility for the administration 
of this Declaration, and also, with respect to a particular matter, any other 
officer, to whom such matter is referred because of such officer's knowledge 
of and familiarity with the particular subject.

              "RESTRICTED GLOBAL CERTIFICATE" has the meaning specified in 
Section 5.2.

              "RESTRICTED SECURITIES" means all Preferred Securities required 
pursuant to Section 5.4 to bear any Restricted Securities Legend.  Such term 
includes the Restricted Global Certificate.

              "RESTRICTED SECURITIES CERTIFICATE" means a certificate 
substantially in the form set forth in Exhibit E.

              "RESTRICTED SECURITIES LEGEND" has the meaning specified in 
Section 5.15.

              "RULE 144A PREFERRED SECURITIES" has the meaning specified in 
Section 5.2.

              "SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the 
respective meanings specified in Section 5.4.

              "SECURITYHOLDER" or "HOLDER" means a Person in whose name a 
Trust Security or Securities is registered in the Securities Register; any 
such Person shall be deemed to be a beneficial owner within the meaning of 
the Delaware Business Trust Act.

              "SPECIAL EVENT" means a Tax Event or an Investment Company 
Event.

              "SUBORDINATED DEBT TRUSTEE" means The First National Bank of 
Chicago, a national banking association, as trustee under the Subordinated 
Indenture.

              "SUBORDINATED INDENTURE" means the Junior Convertible 
Subordinated Indenture, dated as of June 9, 1998 between the Depositor and 
the Subordinated Debt Trustee, as amended or supplemented from time to time.

              "SUCCESSOR PROPERTY TRUSTEE" has the meaning specified in 
Section 8.9.


                                      10
<PAGE>

              "SUCCESSOR DELAWARE TRUSTEE" has the meaning specified in 
Section 8.9.

              "SUCCESSOR SECURITIES" has the meaning specified in Section 9.5.

              "SUPER MAJORITY" has the meaning specified in Section 8.2.

              "TAX ACTION" means 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 affecting taxation, 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 such pronouncement or 
decision is announced on or after the date of the original issuance of the 
Preferred Securities.

              "TAX EVENT" means that the Company shall have requested and 
received and shall have delivered to the Property Trustee an Opinion of 
Counsel from a firm having a national tax and securities practice (which 
Opinion of Counsel shall not have been rescinded by such law firm) that there 
has been a Tax Action which relates to any of the items described in (i) 
through (iii) below, and that there is more than an insubstantial risk that 
(i) the Trust is or, within 90 days after such date, will be subject to 
United States federal income tax with respect to income accrued or received 
on the Debentures, (ii) the Trust is or, within 90 days after such date, will 
be subject to more than a DE MINIMIS amount of other taxes, duties, 
assessments or other governmental charges or (iii) interest payable by the 
Depositor on the Debentures is not or, within 90 days after such date, will 
not be deductible, in whole or in part, by the Depositor for United States 
federal income tax purposes.

              "TRUST" means the Delaware business trust continued hereby and 
identified on the cover page of this Declaration.

              "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as 
in force at the date as of which this instrument was executed; PROVIDED, 
HOWEVER, that in the event the Trust Indenture Act of 1939 is amended after 
such date, "Trust Indenture Act" means, to the extent required by any such 
amendment, the Trust Indenture Act of 1939 as so amended.

              "TRUST PROPERTY" means (a) the Debentures, (b) any cash on 
deposit in, or owing to, the Payment Account and (c) all proceeds and rights 
in respect of the foregoing to be held by the Property Trustee pursuant to 
the terms of this Declaration for the benefit of the Securityholders.

              "TRUST SECURITY" means any one of the Common Securities or the 
Preferred Securities.

              "TRUST SECURITIES CERTIFICATE" means any one of the Common 
Securities Certificates, the Global Certificates or the Certificated 
Preferred Securities.

              "TRUSTEES" means, collectively, the Property Trustee, the 
Delaware Trustee and the Administrative Trustees.

              "UNRESTRICTED SECURITIES CERTIFICATE" means a certificate 
substantially in the form set forth in EXHIBIT F.


                                      11
<PAGE>

                                      ARTICLE 2
                              ESTABLISHMENT OF THE TRUST

              SECTION 2.1.    NAME.  The Trust continued hereby shall be 
known as "Tower Automotive Capital Trust," as such name may be modified from 
time to time by the Administrative Trustees following written notice to the 
Holders of Trust Securities and the other Trustees, in which name the 
Trustees may conduct the business of the Trust, make and execute contracts 
and other instruments on behalf of the Trust and sue and be sued.

              SECTION 2.2.    OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE 
OF BUSINESS.  The address of the Delaware Trustee in the State of Delaware is 
300 King Street, Wilmington, Delaware 19801, or such other address in the 
State of Delaware as the Delaware Trustee may designate by written notice to 
the Depositor.  The principal executive office of the Trust is 4508 IDS 
Center, Minneapolis, Minnesota  55402.

              SECTION 2.3.    ORGANIZATIONAL EXPENSES.  The Depositor shall 
pay organizational expenses of the Trust as they arise or shall, upon request 
of any Trustee, promptly reimburse such Trustee for any such expenses paid by 
such Trustee.  The Depositor shall make no claim upon the Trust Property for 
the payment of such expenses.

              SECTION 2.4.    ISSUANCE OF THE PREFERRED SECURITIES.  On June 
3, 1998, the Depositor and the Trust executed and delivered the Purchase 
Agreement. Contemporaneously with the execution and delivery of this 
Declaration, an Administrative Trustee, on behalf of the Trust, shall execute 
in accordance with Section 5.2 and deliver to the Initial Purchasers named in 
the Purchase Agreement, Preferred Securities Certificates, in an aggregate 
amount of 5,175,000, representing Preferred Securities having an aggregate 
Liquidation Amount of $258,750,000,  against receipt of the aggregate 
purchase price of such Preferred Securities of $258,750,000, which amount the 
Administrative Trustees shall promptly deliver to the Property Trustee.

              SECTION 2.5.    SUBSCRIPTION AND PURCHASE OF DEBENTURES; 
ISSUANCE OF THE COMMON SECURITIES.  Contemporaneously with the execution and 
delivery of this Declaration, an Administrative Trustee, on behalf of the 
Trust, shall subscribe to and purchase from the Depositor, Debentures, 
registered in the name of the Property Trustee (in its capacity as such) and 
having an aggregate principal amount equal to $258,750,000, and, in 
satisfaction of the purchase price for such Debentures, the Property Trustee, 
on behalf of the Trust, shall deliver to the Depositor the sum of 
$258,750,000.  Contemporaneously therewith, an Administrative Trustee, on 
behalf of the Trust, shall execute in accordance with Section 5.2 and deliver 
to the Depositor, Common Securities Certificates registered in the name of 
the Depositor, in an aggregate amount of 160,052, representing Common 
Securities having an aggregate Liquidation Amount of $8,002,600 against 
receipt of the aggregate purchase price of such Common Securities from the 
Depositor of the sum of  $8,002,600.

              SECTION 2.6.    DECLARATION OF TRUST.  The exclusive purposes 
and functions of the Trust are (a) to issue and sell Trust Securities and use 
the proceeds from such sale to acquire the Debentures, (b) to distribute the 
Trust's income as provided in this Declaration and (c) to engage in only 
those other activities necessary or incidental thereto.  The Trust shall not 
borrow money, issue debt or reinvest proceeds derived from investments, 
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


                                      12
<PAGE>

classified for United States Federal income tax purposes as a grantor trust.  
The Depositor hereby appoints the Trustees as trustees of the Trust, to have 
all the rights, powers and duties to the extent set forth herein, and the 
Trustees hereby accept such appointment.  The Property Trustee hereby 
declares that it will hold the Trust Property upon and subject to the 
conditions set forth herein for the benefit of the Trust and the 
Securityholders.  The Administrative Trustees shall have all rights, powers 
and duties set forth herein and in accordance with applicable law with 
respect to accomplishing the purposes of the Trust.  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 other Trustees set forth 
herein.  The Delaware Trustee shall be one of the Trustees of the Trust for 
the sole and limited purpose of fulfilling the requirements of Section 3807 
of the Delaware Business Trust Act.

              SECTION 2.7.    AUTHORIZATION TO ENTER INTO CERTAIN 
TRANSACTIONS. (a) The Trustees shall conduct the affairs of the Trust in 
accordance with the terms of this Declaration.  Subject to the limitations 
set forth in Section 2.6 and paragraph (b) of this Section, and in accordance 
with the following provisions (i) and (ii), the Trustees shall have the 
exclusive power, duty and the authority to cause the Trust to engage in the 
following activities:

              (i)    As among the Trustees, each Administrative Trustee shall
       have the power and authority to act on behalf of the Trust with respect
       to the following matters:

                     (A)      to issue and sell the Trust Securities; PROVIDED,
              HOWEVER, that the Trust may issue no more than one series of
              Preferred Securities and no more than one series of Common
              Securities; PROVIDED, FURTHER, that there shall be no interests in
              the Trust other than the Trust Securities, and the issuance of
              Trust Securities shall be limited to simultaneous issuance of both
              Preferred Securities and Common Securities on the Closing Date and
              any other date Preferred Securities and Common Securities are sold
              pursuant to the over-allotment option granted to the Initial
              Purchasers named in the Purchase Agreement, subject to the
              issuance of Trust Securities pursuant to Section 5.5 and Successor
              Securities pursuant to Section 9.5;

                     (B)      to cause the Trust to enter into, and to execute,
              deliver and perform on behalf of the Trust, the Certificate
              Depository Agreement and such other agreements as may be necessary
              or incidental to the purposes and function of the Trust;

                     (C)      to assist in the registration of the resale of the
              Preferred Securities under the Securities Act of 1933, as amended,
              and under state securities or blue sky laws, and the qualification
              of this Declaration as a trust indenture under the Trust Indenture
              Act;

                     (D)      to assist in the listing of the Preferred
              Securities upon such securities exchange or exchanges or Nasdaq,
              if any, as shall be determined by the Depositor and the
              registration of the Preferred Securities under the Securities
              Exchange Act of 1934, as amended, and the preparation and filing
              of all periodic and other reports and other documents pursuant to
              the foregoing (only to the extent that such listing or
              registration is requested by the Depositor);


                                      13
<PAGE>

                     (E)      to appoint a Paying Agent, a Securities Registrar
              and an authenticating agent in accordance with this Declaration;

                     (F)      to the extent provided in this Declaration, to
              wind up the affairs of and liquidate the Trust and prepare,
              execute and file the certificate of cancellation with the
              Secretary of State of the State of Delaware;

                     (G)      unless otherwise required by the Delaware Business
              Trust Act or the Trust Indenture Act, to execute on behalf of the
              Trust (either acting alone or together with any other
              Administrative Trustees) any documents that the Administrative
              Trustees have the power to execute pursuant to this Declaration;
              and

                     (H)      to take any action incidental to the foregoing as
              the Trustees may from time to time determine is necessary or
              advisable to give effect to the terms of this Declaration
              including, but not limited to:

                              (i)   causing the Trust not to be deemed to be an
                     Investment Company required to be registered under the 1940
                     Act;

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

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

                     provided that such action does not adversely affect in any
                     material respect the interests of Securityholders except as
                     otherwise provided in Section 10.2(a).

                     (ii)     As among the Trustees, the Property Trustee shall
       have the power, duty and authority to act on behalf of the Trust with
       respect to the following matters:

                     (A)      the establishment of the Payment Account;

                     (B)      the receipt of and taking title to the Debentures;

                     (C)      the collection of interest, principal and any
              other payments made in respect of the Debentures in the Payment
              Account;

                     (D)      the distribution from the Trust Property of
              amounts owed to the Securityholders in respect of the Trust
              Securities;

                     (E)      the exercise of all of the rights, powers and
              privileges of a holder of the Debentures;


                                      14
<PAGE>

                     (F)      the sending of notices of default, other notices
              and other information regarding the Trust Securities and the
              Debentures to the Securityholders in accordance with this
              Declaration;

                     (G)      the distribution of the Trust Property in
              accordance with the terms of this Declaration;

                     (H)      to the extent provided in this Declaration, the
              winding up of the affairs of and liquidation of the Trust;

                     (I)      after an Event of Default, the taking of any
              action incidental to the foregoing as the Property Trustee may
              from time to time determine is necessary or advisable to give
              effect to the terms of this Declaration and protect and conserve
              the Trust Property for the benefit of the Securityholders (without
              consideration of the effect of any such action on any particular
              Securityholder);

                     (J)      subject to this Section 2.7(a)(ii), the Property
              Trustee shall have none of the duties, liabilities, powers or the
              authority of the Administrative Trustees set forth in Section
              2.7(a)(i); and

                     (K)      to act as Paying Agent and/or Securities Registrar
              to the extent appointed as such hereunder.

       (b)    So long as this Declaration remains in effect, the Trust (or 
the Trustees acting on behalf of the Trust) shall not undertake any business, 
activities or transactions except as expressly provided herein or 
contemplated hereby.  In particular, the Trust shall not, and the Trustees 
shall not, cause the Trust to (i) invest any proceeds received by the Trust 
from holding the Debentures (rather, the Trustees shall distribute all such 
proceeds to the Securityholders pursuant to the terms of this Declaration and 
the Trust Securities), acquire any investments or engage in any activities 
not authorized by this Declaration, (ii) sell, assign, transfer, exchange, 
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property 
or interests therein, including to Securityholders, except as expressly 
provided herein, (iii) take any action that would cause the Trust to fail or 
cease to qualify as a "grantor trust" for United States Federal income tax 
purposes, (iv) make any loans or incur any indebtedness for borrowed money or 
issue any other debt, (v) take or consent to any action that would result in 
the placement of a Lien on any of the Trust Property, (vi) possess any power 
or otherwise act in such a way as to vary the Trust assets or the terms of 
the Trust Securities in any way whatsoever except as permitted by the terms 
of this Declaration, or (vii) issue any securities or other evidences of 
beneficial ownership of, or beneficial interest in, the Trust other than the 
Trust Securities.  The Administrative Trustees shall defend all claims and 
demands of all Persons at any time claiming any Lien on any of the Trust 
Property adverse to the interest of the Trust or the Securityholders in their 
capacity as Securityholders.

       (c)    In connection with the issue and sale of the Preferred 
Securities, the Depositor shall have the right and responsibility to assist 
the Trust with respect to, or effect on behalf of the Trust, the following 
actions (and any actions taken by the Depositor in furtherance of the 
following prior to the date of this Declaration are hereby ratified and 
confirmed in all respects):


                                      15
<PAGE>

              (i)    to prepare one or more offering memoranda in preliminary
       and final form relating to the offering of the Preferred Securities of
       the Trust in a transaction exempt from the registration requirements of
       the Securities Act;

              (ii)   to determine the States and foreign jurisdictions in which
       to take appropriate action to qualify or register for resale all or part
       of the Preferred Securities and to do any and all such acts, other than
       actions which must be taken by or on behalf of the Trust, and advise the
       Trustees of actions they must take on behalf of the Trust, and prepare
       for execution and filing any documents to be executed and filed by the
       Trust or on behalf of the Trust, as the Depositor deems necessary or
       advisable in order to comply with the applicable laws of any such States
       and foreign jurisdictions;

              (iii)  to the extent necessary, to prepare for filing by the Trust
       with the Commission and to execute on behalf of the Trust a registration
       statement on Form 8-A relating to the registration of the Preferred
       Securities under Section 12(b) or 12(g) of the Securities Exchange Act of
       1934, as amended, including any amendments thereto (it being understood
       that neither the Trust nor the Depositor has any obligation under the
       Subordinated Indenture, the Purchase Agreement or the Declaration to
       register any Trust Securities under the Securities Exchange Act of 1934,
       as amended, or to list any Trust Securities on any securities exchange);

              (iv)   to negotiate, and to execute and deliver, on behalf of the
       Trust, the Purchase Agreement and the Registration Rights Agreement; and

              (v)    any other actions necessary or incidental to carry out any
       of the foregoing activities.

       (d)    Notwithstanding anything herein to the contrary, the 
Administrative Trustees are authorized and directed to conduct the affairs of 
the Trust and to operate the Trust so that the Trust will not be deemed to be 
an "investment company" required to be registered under the 1940 Act, or 
taxed as a corporation for United States Federal income tax purposes and so 
that the Debentures will be treated as indebtedness of the Depositor for 
United States Federal income tax purposes.  In this connection, the Depositor 
and the Administrative Trustees are authorized to take any action, not 
inconsistent with applicable law, the Certificate of Trust or this 
Declaration, that each of the Depositor and the Administrative Trustees 
determines in their discretion to be necessary or desirable for such 
purposes, so long as such action does not adversely affect in any material 
respect the interests of the Holders of the Preferred Securities except as 
otherwise provided in Section 10.2(a).

              SECTION 2.8.    ASSETS OF TRUST.  The assets of the Trust shall 
consist of only the Trust Property.

              SECTION 2.9.    TITLE TO TRUST PROPERTY.  Legal title to all 
Trust Property shall be vested at all times in the Property Trustee (in its 
capacity as such) and shall be held and administered by the Property Trustee 
for the benefit of the Trust and the Securityholders in accordance with this 
Declaration.  The Securityholders 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.


                                      16
<PAGE>

                                      ARTICLE 3
                                   PAYMENT ACCOUNT

              SECTION 3.1.    PAYMENT ACCOUNT.  (a) On or prior to the 
Closing Date, the Property Trustee shall establish the Payment Account. The 
Property Trustee and any agent of the Property Trustee shall have exclusive 
control and sole right of withdrawal with respect to the Payment Account for 
the purpose of making deposits in and withdrawals from the Payment Account in 
accordance with this Declaration.  All monies and other property deposited or 
held from time to time in the Payment Account shall be held by the Property 
Trustee in the Payment Account for the exclusive benefit of the 
Securityholders and for distribution as herein provided, including (and 
subject to) any priority of payments provided for herein.

       (b)    The Property Trustee shall deposit in the Payment Account, 
promptly upon receipt, all payments of principal of or interest on, and any 
other payments or proceeds with respect to, the Debentures.  Amounts held in 
the Payment Account shall not be invested by the Property Trustee pending 
distribution thereof.


                                      ARTICLE 4
                   DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION

              SECTION 4.1.    DISTRIBUTIONS.  (a) Distributions on the Trust 
Securities shall be cumulative, and shall accrue from the date of original 
issuance, or the most recent Distribution Date (as defined herein) and, 
except in the event that the Depositor exercises its right to defer the 
payment of interest on the Debentures pursuant to the Subordinated Indenture, 
shall be payable quarterly in arrears on March 31, June 30, September 30 and 
December 31 of each year, commencing on September 30, 1998 (which dates 
correspond to the interest payment dates on the Debentures), when, as and if 
available for payment by the Property Trustee, as further described in 
paragraph (c) of this Section 4.1.  If any date on which Distributions are 
otherwise payable on the Trust Securities is not a Business Day, then the 
payment of such Distributions shall be made on the next succeeding day which 
is a Business Day (and no interest shall accrue for the period from and after 
such date until the next succeeding Business Day), except that if such 
Business Day is in the next succeeding calendar year, such payment shall be 
made on the immediately preceding Business Day, in each case with the same 
force and effect as if made on such date (each date on which Distributions 
are payable in accordance with this Section 4.1(a), a "Distribution Date").

       (b)    The Trust Securities represent undivided beneficial interests 
in the Trust Property, and the Distributions on the Trust Securities shall be 
payable at a rate of 6 3/4% per annum of the Liquidation Amount of the Trust 
Securities, such rate being the rate of interest payable on the Debentures to 
be held by the Property Trustee.  The amount of Distributions payable for any 
period shall be computed on the basis of a 360-day year of twelve 30-day 
months. For periods less than a full month, Distributions shall reflect 
interest on Debentures computed on the basis of the actual number of elapsed 
days based on a 360-day year.  The amount of Distributions payable for any 
period shall include the Additional Amounts, if any.


                                      17
<PAGE>

       (c)    Distributions on the Trust Securities shall be made by the 
Property Trustee from the Payment Account and shall be payable on each 
Distribution Date only to the extent that the Trust has funds then on hand 
and available in the Payment Account for the payment of such Distributions.

       (d)    Distributions on the Trust Securities with respect to a 
Distribution Date shall be payable to the Holders thereof as they appear on 
the Securities Register for the Trust Securities on the relevant record date, 
which shall be the date which is the fifteenth day (whether or not a Business 
Day) next preceding such Distribution Date.

              SECTION 4.2.    REDEMPTION.   (a) Upon an optional redemption 
(as set forth in the Subordinated Indenture) of Debentures, the proceeds from 
such redemption shall be applied to redeem Trust Securities having an 
aggregate Liquidation Amount equal to the aggregate principal amount of the 
Debentures so redeemed by the Depositor, including pursuant to Section 4.4, 
at the Optional Redemption Price, and upon a mandatory redemption (as set 
forth in the Subordinated Indenture) of Debentures, the proceeds from such 
redemption shall be applied to redeem Trust Securities, having an aggregate 
Liquidation Amount equal to the aggregate principal amount of the Debentures 
so redeemed by the Depositor, at the Redemption Price.  The Trust may not 
redeem fewer than all the Outstanding Trust Securities unless all accrued and 
unpaid Distributions have been paid on all Trust Securities for all quarterly 
Distribution periods terminating on or prior to the date of redemption.

       (b)    Notice of redemption (which notice will be irrevocable) shall 
be given by the Property Trustee by first-class mail, postage prepaid, mailed 
not less than 30 nor more than 60 days prior to the Redemption Date to the 
Depositor and each Holder of Trust Securities to be redeemed, at such 
Holder's address as it appears in the Securities Register.  All notices of 
redemption shall state:

              (i)    the Redemption Date;

              (ii)   the Redemption Price or the Optional Redemption Price, as
       the case may be;

              (iii)  the record date for the determination of Holders entitled
       to receive payment of the Redemption Price or Optional Redemption Price,
       as the case may be, as provided in Section 4.2(d);

              (iv)   the CUSIP number;

              (v)    if less than all of the Outstanding Trust Securities are to
       be redeemed, the identification and the aggregate Liquidation Amount of
       the particular Trust Securities to be redeemed;

              (vi)   the Conversion Price and that a Holder of Preferred
       Securities who desires to convert such Preferred Securities called for
       redemption must satisfy the requirements for conversion contained in
       Section 4.3 below;

              (vii)  that on the Redemption Date the Redemption Price or the
       Optional Redemption Price, as the case may be, will become due and
       payable upon each such Trust


                                      18
<PAGE>

       Security to be redeemed and that Distributions thereon will cease to
       accrue on and after said date; and

              (viii) the place or places where such Trust Securities are to be
       surrendered for payment of the Redemption Price or the Optional
       Redemption Price, as the case may be.

       (c)    The Trust Securities redeemed on each Redemption Date shall be 
redeemed at the Redemption Price or the Optional Redemption Price, as the 
case may be, with the proceeds from the contemporaneous redemption of 
Debentures. Redemptions of the Trust Securities shall be made and the 
Redemption Price or the Optional Redemption Price, as the case may be, shall 
be payable on each Redemption Date only to the extent that the Trust has 
funds then on hand and available in the Payment Account for the payment of 
such Redemption Price or the Optional Redemption Price, as the case may be.

       (d)    If the Property Trustee gives a notice of redemption in respect 
of any Preferred Securities, then, by 12:00 noon, New York City time, on the 
Redemption Date, subject to Section 4.2(c) and to the Property Trustee's 
having received for deposit to the Property Account available funds 
sufficient for such redemption by 10:00 a.m., New York City time, on the 
Redemption Date, the Property Trustee will, so long as and to the extent the 
Preferred Securities are in book-entry-only form, irrevocably deposit with 
the Clearing Agency for the Preferred Securities funds sufficient to pay the 
applicable Redemption Price or Optional Redemption Price, as the case may be, 
and will give the Clearing Agency irrevocable instructions and authority to 
pay the Redemption Price or Optional Redemption Price, as the case may be, to 
the holders of the Preferred Securities.  If the Preferred Securities are no 
longer in book-entry-only form, the Property Trustee, subject to Section 
4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to 
pay the applicable Redemption Price or Optional Redemption Price, as the case 
may be, on such Preferred Securities held in certificated form and will give 
the Paying Agent irrevocable instructions and authority to pay the Redemption 
Price or the Optional Redemption Price, as the case may be, to the Holders 
thereof upon surrender of their Preferred Securities Certificates.  
Notwithstanding the foregoing, Distributions payable on or prior to the 
Redemption Date for any Trust Securities called for redemption shall be 
payable to the Holders of such Trust Securities as they appear on the 
Securities Register for  the Trust Securities on the relevant record dates 
for the related Distribution Dates.  If notice of redemption shall have been 
given and funds deposited as required, then, upon the date of such deposit, 
all rights of Securityholders holding Trust Securities so called for 
redemption will cease, except (i) the right of such Securityholders to 
receive the Redemption Price or the Optional Redemption Price, as the case 
may be, but without interest, and (ii) the right to convert such Preferred 
Securities into Common Stock in the manner provided in Section 4.3 through 
the Conversion Expiration Date; and such Trust Securities will cease to be 
Outstanding.  In the event that any date on which any Redemption Price or the 
Optional Redemption Price, as the case may be, is payable is not a Business 
Day, then payment of the Redemption Price or the Optional Redemption Price, 
as the case may be, payable on such date will be made on the next succeeding 
day which is a Business Day (and without any interest or other payment in 
respect of any such delay), except that, if such Business Day is in the next 
succeeding calendar year, such payment shall be made on the immediately 
preceding Business Day, in each case, with the same force and effect as if 
made on such date.  Payment of the Redemption Price or the Optional 
Redemption Price, as the case may be, shall be made to the Holders of such 
Trust Securities as they appear on the Securities Register for

                                      19
<PAGE>

the Trust Securities on the relevant record date, which shall be the date 
which is the fifteenth day (whether or not a Business Day) preceding such 
Redemption Date.

       (e)    If less than all the Outstanding Trust Securities are to be 
redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust 
Securities to be redeemed shall be allocated on a PRO RATA basis (based on 
Liquidation Amounts) among the Common Securities and the Preferred Securities 
that are to be redeemed.  The particular Preferred Securities to be redeemed 
shall be selected not more than 60 days prior to the Redemption Date by the 
Property Trustee from the Outstanding Preferred Securities not previously 
called for redemption, by lot or by such other method as the Property Trustee 
shall deem fair and appropriate and which may provide for the selection for 
redemption of portions (equal to $50 or an integral multiple of $50 in excess 
thereof) of the Liquidation Amount of the Preferred Securities.  The Property 
Trustee shall promptly notify the Securities Registrar and the Conversion 
Agent in writing of the Preferred Securities selected for redemption and, in 
the case of any Preferred Securities selected for partial redemption, the 
Liquidation Amount thereof to be redeemed; it being understood that, in the 
case of Preferred Securities registered in the name of and held of record by 
the Clearing Agency (or any successor) or any nominee, the distribution of 
the proceeds of such redemption will be made in accordance with the 
procedures of the Clearing Agency or its nominee.  For all purposes of this 
Declaration, unless the context otherwise requires, all provisions relating 
to the redemption of Preferred Securities shall relate, in the case of any 
Preferred Securities redeemed or to be redeemed only in part, to the portion 
of the Liquidation Amount of Preferred Securities which has been or is to be 
redeemed.  In the event of any redemption in part, the Trust shall not be 
required to (i) issue, register the transfer of or exchange of any Preferred 
Security during a period beginning at the opening of business 15 days before 
any selection for redemption of Preferred Securities and ending at the close 
of business on the earliest date in which the relevant notice of redemption 
is deemed to have been given to all Holders of Preferred Securities to be so 
redeemed or (ii) register the transfer of or exchange of any Preferred 
Securities so selected for redemption, in whole or in part, except for the 
unredeemed portion of any Preferred Securities being redeemed in part.

       (f)    In the event of any redemption, the Trust shall not be required 
to issue, register the transfer of or register the exchange of any Preferred 
Security during a period beginning at the opening of business 15 days before 
any Redemption Date and ending at the close of business on such Redemption 
Date.

              SECTION 4.3.    CONVERSION.  The Holders of Trust Securities, 
subject to the limitations set forth in this Section, shall have the right at 
any time after 90 days of the Closing Date, at their option, to cause the 
Conversion Agent to convert Trust Securities, on behalf of the converting 
Holders, into shares of Common Stock in the manner described herein on and 
subject to the following terms and conditions:

              (i)    The Trust Securities will be convertible into fully paid
       and nonassessable shares of Common Stock pursuant to the Holder's
       direction to the Conversion Agent to exchange such Trust Securities for a
       portion of the Debentures having a principal amount equal to the
       aggregate Liquidation Amount of such Trust Securities, and immediately
       convert such amount of Debentures into fully paid and nonassessable
       shares of Common Stock at an initial rate of 0.8140 shares of Common
       Stock for each Trust Security (which is equivalent to a conversion price
       of approximately $61.425 per $50 principal amount of


                                      20
<PAGE>

       Debentures), subject to certain adjustments set forth in the Subordinated
       Indenture (as so adjusted, "Conversion Price").

              (ii)   In order to convert Trust Securities into Common Stock, the
       Holder of such Trust Securities shall submit to the Conversion Agent an
       irrevocable Notice of Conversion to convert Trust Securities on behalf of
       such Holder, together, if the Trust Securities are in certificated form,
       with such certificates.  The Notice of Conversion shall (i) set forth the
       number of Trust Securities to be converted and the name or names, if
       other than the Holder, in which the shares of Common Stock should be
       issued and (ii) direct the Conversion Agent (a) to exchange such Trust
       Securities for a portion of the Debentures held by the Property Trustee
       (at the rate of exchange specified in the preceding paragraph) and (b) to
       immediately convert such Debentures, on behalf of such Holder, into
       Common Stock (at the conversion rate specified in the preceding
       paragraph).  The Conversion Agent shall notify the Property Trustee in
       writing of the Holder's election to exchange Trust Securities for a
       portion of the Debentures held by the Property Trustee and the Property
       Trustee shall, upon receipt of such written notice, deliver to the
       Conversion Agent the appropriate principal amount of Debentures for
       exchange in accordance with this Section.  The Conversion Agent shall
       thereupon notify the Depositor of the Holder's election to convert such
       Debentures into shares of Common Stock.  Holders of Trust Securities at
       the close of business on a Distribution payment record date will be
       entitled to receive the Distribution paid on such Trust Securities on the
       corresponding Distribution Date notwithstanding the conversion of such
       Trust Securities on or following such record date but prior to such
       Distribution Date.  Except as provided above, neither the Trust nor the
       Depositor will make, or be required to make, any payment, allowance or
       adjustment upon any conversion on account of any accumulated and unpaid
       Distributions whether or not in arrears accrued on the Trust Securities
       surrendered for conversion, or on account of any accumulated and unpaid
       dividends on the shares of Common Stock issued upon such conversion.
       Trust Securities submitted for conversion prior to the expiration of
       conversion rights as provided in Section 4.3(iii) shall be deemed to have
       been converted immediately prior to the close of business on the day on
       which an irrevocable Notice of Conversion relating to such Trust
       Securities is received by the Conversion Agent in accordance with the
       foregoing provision (the "Conversion Date").  The Person or Persons
       entitled to receive the Common Stock issuable upon conversion of the
       Debentures shall be treated for all purposes as the record holder or
       holders of such Common Stock on the date of conversion.  As promptly as
       practicable on or after the Conversion Date, the Depositor shall issue
       and deliver at the office of the Conversion Agent a certificate or
       certificates for the number of full shares of Common Stock issuable upon
       such conversion, together with the cash payment, if any, in lieu of any
       fraction of any share to the Person or Persons entitled to receive the
       same, unless otherwise directed by the Holder in the notice of conversion
       and the Conversion Agent shall distribute such certificate or
       certificates to such Person or Persons.

              (iii)  The conversion rights of holders of the Debentures and the
       corresponding conversion rights of Holders of Trust Securities shall
       expire at the Conversion Expiration Date.

              (iv)   Each Holder of a Trust Security by its acceptance thereof
       initially appoints The First National Bank of Chicago not in its
       individual capacity but solely as conversion


                                      21
<PAGE>

       agent (the "Conversion Agent") for the purpose of effecting the 
       conversion of Trust Securities in accordance with this Section.  In 
       effecting the conversion and transactions described in this Section, 
       the Conversion Agent shall be acting as agent of the Holders of Trust 
       Securities directing it to effect such conversion transactions.  The 
       Conversion Agent is hereby authorized (i) to exchange Trust Securities 
       from time to time for Debentures held by the Trust in connection with 
       the conversion of such Trust Securities in accordance with this 
       Section and (ii) to convert all or a portion of the Debentures into 
       Common Stock and thereupon to deliver such shares of Common Stock in 
       accordance with the provisions of this Section and to deliver to the 
       Property Trustee any new Debenture or Debentures for any resulting 
       unconverted principal amount delivered to the Conversion Agent by the 
       Subordinated Debt Trustee.

              (v)    No fractional shares of Common Stock will be issued as a
       result of conversion, but, in lieu thereof, such fractional interest will
       be paid in cash by the Depositor to the Conversion Agent in an amount
       equal to the Current Market Price of the fractional share of the Common
       Stock, and the Conversion Agent will in turn make such payment to the
       Holder or Holders of Trust Securities so converted.

              (vi)   Nothing in this Section 4.3 shall limit the requirement of
       the Trust to withhold taxes pursuant to the terms of the Trust Securities
       or as set forth in this Declaration or otherwise required of the Property
       Trustee or the Trust to pay any amounts on account of such withholdings.

              SECTION 4.4.    SPECIAL EVENT EXCHANGE OR REDEMPTION. (a) If a
Special Event shall occur and be continuing, the Regular Trustees shall direct
the Conversion Agent to exchange all Outstanding Trust Securities for Debentures
having a principal amount equal to the aggregate Liquidation Amount of the Trust
Securities to be exchanged and with accrued interest in an amount equal to any
unpaid Distribution (including any Additional Amounts) on the Trust Securities;
PROVIDED, HOWEVER, that, in the case of a Tax Event, the Depositor shall have
the right to (i) direct that less than all, or none, as appropriate, of the
Trust Securities be so exchanged if and for so long as the Depositor shall have
elected to pay any Additional Sums (as defined in the Subordinated Indenture)
such that the amount received by Holders of Trust Securities not so exchanged in
respect of Distributions and other distributions are not reduced as a result of
such Tax Event, and shall not have revoked any such election or failed to make
such payments or (ii) cause the Trust Securities to be redeemed in the manner
set forth below.  If a Tax Event shall occur or be continuing, the Depositor
shall have the right, upon not less than 30 nor more than 60 days' notice, to
redeem the Debentures, in whole or in part, for cash upon the later of (i) 90
days following the occurrence of such Tax Event or (ii) June 30, 2001.  Promptly
following such redemption, Trust Securities with an aggregate Liquidation Amount
equal to the aggregate principal amount of the Debentures so redeemed will be
redeemed by the Trust at the Optional Redemption Price applicable in the event
of a redemption upon the occurrence of a Tax Event on a pro rata basis.

       (b)    Notice of any exchange pursuant to this Section 4.4 (an "Exchange
Notice") of the Trust Securities, which Exchange Notice shall be irrevocable,
will be given by the Property Trustee by first-class mail to the Depositor and
to each record Holder of Trust Securities to be exchanged not fewer than 30 nor
more than 60 days prior to the date fixed for exchange thereof.  For purposes of
the calculation of the date of exchange and the dates on which notices are given
pursuant to this


                                      22
<PAGE>
 
paragraph (b), an Exchange Notice shall be deemed to be given on the day such 
notice is first mailed by first-class mail, postage prepaid, to each Holder.  
Each Exchange Notice shall be addressed to each Holder of Trust Securities at 
the address of such Holder appearing in the books and records of the Trust.  
Each Exchange Notice shall state:  (A) the exchange date; (B) the aggregate 
Liquidation Amount and any unpaid Distributions (including any Additional 
Amounts) on the Trust Securities to be exchanged and the aggregate principal 
amount and any accrued interest on the Debentures to be exchanged therefor; 
(C) that on the exchange date the Trust Securities to be so exchanged shall 
be exchanged for Debentures and that Distributions on the Trust Securities so 
exchanged will cease to accumulate on and after said date; (D) the record 
date for the determination of Holders of Trust Securities to be exchanged as 
provided in Section 4.4(g); and (E) the identity of the Conversion Agent, if 
any, and the place or places where each Trust Certificate to be exchanged is 
to be surrendered in exchange for Debentures.  No defect in the Exchange 
Notice or in the mailing thereof with respect to any Trust Security shall 
affect the validity of the exchange proceedings for any other Trust Security.

       (c)    In the event that fewer than all the Outstanding Preferred 
Securities are to be exchanged, then, on the exchange date, (i) if all of the 
Outstanding Preferred Securities are represented by Definitive Preferred 
Securities Certificates, the particular Preferred Securities to be exchanged 
will be selected by the Property Trustee from the Outstanding Preferred 
Securities not previously called for redemption or exchange on a pro rata 
basis, (ii) if all of the Outstanding Preferred Securities are represented by 
Book-Entry Preferred Securities Certificates, the Property Trustee shall 
provide for the selection for exchange of a portion of the Global Certificate 
representing the Book-Entry Preferred Securities Certificates on a pro rata 
basis and (iii) if Outstanding Trust Securities are represented by both 
Definitive Preferred Securities Certificates and Book-Entry Preferred 
Securities Certificates, the Property Trustee shall select the portion of the 
Global Certificate representing the Book-Entry Preferred Securities 
Certificates and the particular Outstanding Preferred Securities represented 
by Definitive Preferred Securities Certificates to be exchanged on a pro rata 
basis.  In the case of clause (ii) or (iii) above, the particular Book-Entry 
Preferred Securities Certificates to be exchanged shall be selected in 
accordance with the applicable rules and procedures for the Clearing Agency 
in whose name, or whose nominee's name, such global certificate is then held. 
Any Preferred Securities Certificate that is to be exchanged only in part 
shall be surrendered with due endorsement or by a written instrument of 
transfer fully executed by the Holder thereof (or its attorney duly 
authorized in writing) and the Trust shall prepare and deliver to such 
Holder, without service charge, a new Preferred Securities Certificate or 
Certificates in aggregate stated Liquidation Amount equal to, and in exchange 
for, the unredeemed portion of the Preferred Securities Certificate so 
surrendered.  The Common Securities shall be exchanged in a similar manner.

       (d)    In the event of an exchange pursuant to this Section 4.4, on 
the date fixed for any such exchange, (i) if the Preferred Securities are 
represented by Book-Entry Preferred Securities Certificates, the Clearing 
Agency or its nominee, as the record Holder of the Preferred Securities, will 
exchange through the Conversion Agent the Global Certificate representing the 
Preferred Securities to be exchanged for a registered Global Certificate or 
certificates representing the Debentures to be delivered upon such exchange, 
(ii) if the Preferred Securities are represented by Definitive Preferred 
Securities Certificates, the certificates representing the Preferred 
Securities to be so exchanged will be deemed to represent Debentures having a 
principal amount equal to the aggregate stated Liquidation Amount of such 
Preferred Securities until such certificates are


                                      23
<PAGE>

presented to the Conversion Agent for exchange for definitive certificates 
representing Debentures and (iii) all rights of the Holders of the Preferred 
Securities so exchanged will cease, except for the right of such Holders to 
receive Debentures.  The Common Securities shall be exchanged in a similar 
manner.

       (e)    Each Holder, by becoming a party to this Declaration pursuant to
Section 10.11 of this Declaration, will be deemed to have agreed to be bound by
these exchange provisions in regard to the exchange of Trust Securities for
Debentures pursuant to the terms described above.

       (f)    Nothing in this Section 4.4 shall limit the requirement of the
Trust to withhold taxes pursuant to the terms of the Trust Securities or as set
forth in this Declaration or otherwise require the Property Trustee or the Trust
to pay any amounts on account of such withholdings.

       (g)    An exchange of Trust Securities for Debentures pursuant to this
Section 4.4 shall be made to Holders of Trust Securities as they appear on the
Securities Register for Trust Securities on the relevant record date, which
shall be the date which is the fifteenth day (whether or not a Business Day)
preceding the exchange date.

              SECTION 4.5.    SUBORDINATION OF COMMON SECURITIES.  Payment of
Distributions (including Additional Amounts, if applicable) on, and the
Redemption Price of, the Trust Securities, as applicable, shall be made PRO RATA
based on the Liquidation Amount of the Trust Securities; PROVIDED, HOWEVER, that
if on any Distribution Date or Redemption Date an Event of Default or an event
of default under the Guarantee shall have occurred and be continuing, no payment
of any Distribution (including Additional Amounts, if applicable) on, or the
Redemption Price of, any Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Common Securities, shall be made
unless payment in full in cash of all accumulated and unpaid Distributions
(including Additional Amounts, if applicable) on all Outstanding Preferred
Securities for all Distribution periods terminating on or prior thereto, or in
the case of payment of the Redemption Price the full amount of such Redemption
Price on all Outstanding Preferred Securities, shall have been made or provided
for, and all funds immediately available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or the Redemption Price of, Preferred
Securities then due and payable.

              SECTION 4.6.    PAYMENT PROCEDURES.  Payments in respect of the
Preferred Securities shall be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Securities Register or, if
the Preferred Securities are held by a Clearing Agency, such Distributions shall
be made to the Clearing Agency in immediately available funds, in accordance
with the Certificate Depositary Agreement on the applicable Distribution Dates.
Payments in respect of the Common Securities shall be made in such manner as
shall be mutually agreed between the Property Trustee and the Holder of the
Common Securities.

              SECTION 4.7.    TAX RETURNS AND REPORTS.  The Administrative
Trustees shall prepare (or cause to be prepared), at the Depositor's expense,
and file all United States Federal, State and local tax and information returns
and reports required to be filed by or in respect of the Trust.  In this regard,
the Administrative Trustees shall (a) prepare and file (or cause to be prepared
or filed) Form 1041 or the appropriate  Internal Revenue Service form required
to be filed in respect of the


                                      24
<PAGE>

Trust in each taxable year of the Trust and (b) prepare and furnish (or cause 
to be prepared and furnished) to each Securityholder a Form 1099 or the 
appropriate Internal Revenue Service form required to be furnished to such 
Securityholder or the information required to be provided on such form.  The 
Administrative Trustees shall provide the Depositor with a copy of all such 
returns, reports and schedules promptly after such filing or furnishing.  The 
Trustees shall comply with United States Federal withholding and backup 
withholding tax laws and information reporting requirements with respect to 
any payments to Securityholders under the Trust Securities.

              SECTION 4.8.    PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.  Upon
receipt under the Debentures of Additional Sums, the Property Trustee, upon
receipt of written notice from the Depositor or the Administrative Trustees,
shall promptly pay from such Additional Sums any taxes, duties or governmental
charges of whatsoever nature (other than withholding taxes) imposed on the Trust
by the United States or any other taxing authority.

              SECTION 4.9.    PAYMENTS UNDER SUBORDINATED INDENTURE.  Any amount
payable hereunder to any Holder of Preferred Securities shall be reduced by the
amount of any corresponding payment such Holder (or any Owner with respect
thereto) has directly received pursuant to Section 5.8 of the Subordinated
Indenture in accordance with the terms of Section 6.4 hereof.


                                   ARTICLE 5
                         TRUST SECURITIES CERTIFICATES

              SECTION 5.1.    INITIAL OWNERSHIP.  Upon the creation of the Trust
and until the issuance of the Trust Securities, and at any time during which no
Trust Securities are Outstanding, the Depositor shall be the sole beneficial
owner of the Trust.

              SECTION 5.2.    THE TRUST SECURITIES CERTIFICATES.  The Preferred
Securities Certificates shall be issued in minimum denominations of $50
Liquidation Amount and integral multiples of $50 in excess thereof, and the
Common Securities Certificates shall be issued in denominations of $50
Liquidation Amount and integral multiples thereof.  The consideration received
by the Trust for the issuance of the Trust Securities shall constitute a
contribution to the capital of the Trust and shall not constitute a loan to the
Trust.  Preferred Securities initially sold to qualified institutional buyers in
reliance on Rule 144A under the Securities Act ("Rule 144A Preferred
Securities") initially will be represented by one or more certificates in
registered, global form (collectively, the "Restricted Global Certificate").
Preferred Securities initially transferred, in accordance with Section 5.4, in a
manner exempt from the registration requirements of the Securities Act will be
exchanged for Preferred Securities in registered, certificated form (the
"Certificated Preferred Securities").  The Trust Securities Certificates shall
be executed on behalf of the Trust by manual or facsimile signature of at least
one Administrative Trustee and authenticated by the Property Trustee.  Trust
Securities Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefit of this Declaration, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the delivery of such
Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates.  A transferee of a Trust
Securities Certificate shall become a Securityholder, and shall be entitled to
the rights and subject to the obligations of a Securityholder


                                      25
<PAGE>

hereunder, upon due registration of such Trust Securities Certificate in such 
transferee's name pursuant to Section 5.4.

              SECTION 5.3.    DELIVERY OF TRUST SECURITIES CERTIFICATES.  On the
Closing Date, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and
2.5, to be executed on behalf of the Trust and delivered to or upon the written
order of the Depositor, signed by its Chairman of the Board, any Vice Chairman,
its President, any Senior Vice President or any Vice President, Treasurer or
Assistant Treasurer or Controller without further corporate action by the
Depositor, in authorized denominations.

              A Trust Security Certificate shall not be valid until
authenticated by the manual signature of an authorized signatory of the Property
Trustee.  The signature shall be conclusive evidence that the Trust Security
Certificate has been authenticated under this Declaration.  Upon a written order
of the Trust signed by one Administrative Trustee, the Property Trustee shall
authenticate the Trust Security Certificates for original issue.

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

              SECTION 5.4.    REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED
SECURITIES. (a)  The Securities Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 5.8, a Securities Register in
which, subject to such reasonable regulations as it may prescribe, the
Securities Registrar shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates (subject to Section 5.10 in the
case of the Common Securities Certificates) and registration of transfers and
exchanges of Preferred Securities Certificates as herein provided.  The Property
Trustee shall be the initial Securities Registrar.

              Subject to the other provisions of this Declaration regarding
restrictions on transfer, upon surrender for registration of transfer of any
Preferred Security at an office or agency of the Securities Registrar designated
pursuant to Section 5.8 for such purpose, an Administrative Trustee shall
execute on behalf of the Trust by manual or facsimile signature, and the
Property Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Preferred Securities of any
authorized denominations and of a like aggregate principal amount and bearing
such restrictive legends as may be required by this Declaration.

              At the option of the Holder, and subject to the other provisions
of this Section 5.4, Preferred Securities may be exchanged for other Preferred
Securities of any authorized denomination and of a like Liquidation Amount, upon
surrender of the Preferred Securities to be exchanged at any such office or
agency.  Whenever any Preferred Securities are so surrendered for exchange, an
Administrative Trustee shall execute on behalf of the Trust by manual or
facsimile signature, and the Property Trustee shall authenticate and deliver,
the Preferred Securities which the Holder making the exchange is entitled to
receive.


                                      26
<PAGE>

              All Preferred Securities issued upon any registration of transfer
or exchange of Preferred Securities shall be entitled to the same benefits under
this Declaration, as the Securities surrendered upon such registration of
transfer or exchange.

              Every Preferred Security presented or surrendered for registration
of transfer or for exchange shall (if so requested by the Depositor or the
Securities Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Depositor and the Securities
Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing.

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

       (b)    CERTAIN TRANSFERS AND EXCHANGES.  Notwithstanding any other
provision of this Declaration or the Preferred Securities, transfers and
exchanges of Preferred Securities and beneficial interests in a Global
Certificate of the kinds specified in this Section 5.4(b) shall be made only in
accordance with this Section 5.4(b).

              (i)    RESTRICTED NON-GLOBAL CERTIFICATE TO RESTRICTED GLOBAL
       CERTIFICATE.  If the Holder of a Restricted Security (other than a Global
       Certificate) wishes at any time to transfer all or any portion of such
       Restricted Security to a Person who wishes to take delivery thereof in
       the form of a beneficial interest in the Restricted Global Certificate,
       such transfer may be effected only in accordance with the provisions of
       this Clause (b)(i) subject to the Applicable Procedures.  Upon receipt by
       the Property Trustee, as Securities Registrar, of (A) such Restricted
       Security as provided in Section 5.4(a) and written instructions
       satisfactory to the Property Trustee directing that a beneficial interest
       in the Restricted Global Certificate in a specified Liquidation Amount
       (or number of Preferred Securities) not greater than the amount of such
       Preferred Security be credited to a specified participant's account and
       (B) a Restricted Securities Certificate, if the specified account is to
       be credited with a beneficial interest in the Restricted Global
       Certificate satisfactory to the Property Trustee and duly executed by
       such Holder or his attorney duly authorized in writing, then the Property
       Trustee, as Securities Registrar, shall cancel such Restricted Security
       (and issue a new Restricted Security in respect of any untransferred
       portion thereof) as provided in Section 5.4(a) and increase the
       Liquidation Amount of (or number of Preferred Securities represented by)
       the Restricted Global Certificate by the specified Liquidation Amount (or
       number of securities) as provided in Section 5.11(b).

              (ii)   NON-GLOBAL CERTIFICATE TO NON-GLOBAL CERTIFICATE.  A
       Security that is not a Global Certificate may be transferred, in whole or
       in part, to a Person who takes delivery in the form of another Security
       that is not a Global Certificate as provided in Section 5.11, provided
       that, if the Security to be transferred in whole or in part is a
       Restricted Security, then the Property Trustee shall have received a
       Restricted Securities Certificate, satisfactory to the Property Trustee
       and duly executed by the transferor Holder or his attorney duly
       authorized in writing, in which case the transferee Holder shall take
       delivery in the form of a Restricted Security (subject in every case to
       Section 5.4(c)).


                                      27
<PAGE>

       (c)    SECURITIES ACT LEGENDS.  Rule 144A Securities, Certificated
Preferred Securities and their respective Successor Securities shall bear the
Restricted Securities Legend as set forth in Section 5.15, subject to the
following:

              (i)    subject to the following Clauses of this Section 5.4(c), a
       Preferred Security or any portion thereof which is exchanged, upon
       transfer or otherwise, for a Global Certificate or any portion thereof
       shall bear the Restricted Securities Legend borne by such Global
       Certificate while represented thereby;

              (ii)   subject to the following Clauses of this Section 5.4(c), a
       new Preferred Security which is not a Global Certificate and is issued in
       exchange for another Preferred Security (including, a Global Certificate)
       or any portion thereof, upon transfer or otherwise, shall bear the
       Restricted Securities Legend borne by such other Preferred Security;

              (iii)  Any Preferred Securities which are sold or otherwise
       disposed of pursuant to an effective registration statement under the
       Securities Act, together with their Successor Securities shall not bear
       the Restricted Securities Legend; the Depositor shall inform the Property
       Trustee in writing of the effective date of any such registration
       statement registering the Preferred Securities under the Securities Act
       and shall notify the Property Trustee at any time when prospectuses may
       not be delivered with respect to Preferred Securities to be sold pursuant
       to such registration statement.  The Property Trustee shall not be liable
       for any action taken or omitted to be taken by it in good faith in
       accordance with the aforementioned registration statement;

              (iv)   at any time after the Preferred Securities may be freely
       transferred without registration under the Securities Act or without
       being subject to transfer restrictions pursuant to the Securities Act, a
       new Preferred Security which does not bear the Restricted Securities
       Legend may be issued in exchange for or in lieu of a Preferred Security
       (other than a Global Certificate) or any portion thereof which bears such
       a legend if the Property Trustee has received an Unrestricted Securities
       Certificate, satisfactory to the Property Trustee and duly executed by
       the Holder of such legended Preferred Security or his attorney duly
       authorized in writing, and after such date and receipt of such
       certificate, an Administrative Trustee shall execute on behalf of the
       Trust by manual or facsimile signature, and the Property Trustee shall
       authenticate and deliver such a new Preferred Security in exchange for or
       in lieu of such other Preferred Security as provided in this Article 5;

              (v)    a new Preferred Security which does not bear the Restricted
       Securities Legend may be issued in exchange for or in lieu of a Preferred
       Security (other than a Global Certificate) or any portion thereof which
       bears such a legend if, in the Depositor's judgment, placing such a
       legend upon such new Preferred Security is not necessary to ensure
       compliance with the registration requirements of the Securities Act, and
       an Administrative Trustee shall execute on behalf of the Trust by manual
       or facsimile signature, and the Property Trustee, at the written
       direction of the Depositor, shall authenticate and deliver such a new
       Preferred Security as provided in this Article 5; and

              (vi)   notwithstanding the foregoing provisions of this Section
       5.4(c), a Successor Security of a Preferred Securities that does not bear
       a particular form of the Restricted


                                      28
<PAGE>

       Securities Legend shall not bear such form of legend unless the 
       Depositor has reasonable cause to believe that such Successor Security 
       is a "restricted security" within the meaning of Rule 144, in which 
       case an Administrative Trustee shall execute on behalf of the Trust by 
       manual or facsimile signature, and the Property Trustee, at the 
       written direction of the Depositor, shall authenticate and deliver a 
       new Preferred Security bearing a Restricted Securities Legend in 
       exchange for such Successor Security as provided in this Article 5.

              SECTION 5.5.    MUTILATED, DESTROYED, LOST OR STOLEN TRUST
SECURITIES CERTIFICATES.  If (a) any mutilated Trust Securities Certificate
shall be surrendered to the Securities Registrar, or if the Securities Registrar
shall receive evidence to its satisfaction of the destruction, loss or theft of
any Trust Securities Certificate and (b) there shall be delivered to the
Securities Registrar and the Administrative Trustees such security or indemnity
as may be required by them to save each of them harmless, then in the absence of
notice that such Trust Securities Certificate shall have been acquired by a
protected purchaser, the Administrative Trustees, or any one of them, on behalf
of the Trust shall execute and make available for authentication and delivery,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Trust Securities Certificate, a new Trust Securities Certificate of like
denomination.  In connection with the issuance of any new Trust Securities
Certificate under this Section, the Securities Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.  Any duplicative Trust Securities Certificate
issued pursuant to this Section shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

              SECTION 5.6.    PERSONS DEEMED SECURITYHOLDERS.  The Property
Trustee and the Securities Registrar shall treat the Person in whose name any
Trust Securities Certificate shall be registered in the Securities Register as
the owner of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and neither the Property
Trustee nor the Securities Registrar shall be bound by any notice to the
contrary.

              SECTION 5.7.    ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND
ADDRESSES.  The Administrative Trustees or the Depositor shall furnish or cause
to be furnished (unless the Property Trustee is acting as Securities Registrar
with respect to the Trust Securities under the Declaration) a list, in such form
as the Property Trustee may reasonably require, of the names and addresses of
the Securityholders as of the most recent record date (a) to the Property
Trustee, quarterly at least 5 Business Days before each Distribution Date, and
(b) to the Property Trustee, promptly after receipt by the Depositor of a
written request therefor from the Property Trustee in order to enable the
Property Trustee to discharge its obligations under this Declaration, in each
case to the extent such information is in the possession or control of the
Administrative Trustees or the Depositor and is not identical to a previously
supplied list or has not otherwise been received by the Property Trustee in its
capacity as Securities Registrar.  The rights of Securityholders to communicate
with other Securityholders with respect to their rights under this Declaration
or under the Trust Securities, and the corresponding rights of the Trustee shall
be as provided in the Trust Indenture Act, except to the extent Section 3819 of
the Delaware Business Trust Act would require greater access to such
information, in which case the latter shall apply.  Each Holder, by receiving
and holding a Trust Securities Certificate, and each Owner shall be deemed to
have agreed not to hold the Depositor, the


                                      29
<PAGE>

Property Trustee or the Administrative Trustees accountable by reason of the 
disclosure of its name and address, regardless of the source from which such 
information was derived.

              SECTION 5.8.    MAINTENANCE OF OFFICE OR AGENCY.  The Securities
Registrar shall maintain in the City of Chicago an office or offices or agency
or agencies where Preferred Securities Certificates may be surrendered for
registration of transfer, exchange or conversion and where notices and demands
to or upon the Trustees in respect of the Trust Securities Certificates may be
served.  The Securities Registrar initially designates The First National Bank
of Chicago, One First National Plaza, Suite 0126, Chicago, Illinois  60670-0126,
as its principal corporate trust office for such purposes.  The Securities
Registrar shall give prompt written notice to the Depositor and to the
Securityholders of any change in the location of the Securities Register or any
such office or agency.

              SECTION 5.9.    APPOINTMENT OF PAYING AGENT.  In the event that
the Preferred Securities are not in book-entry form only, the Trust shall
maintain in the City of New York, an office or agency (the "Paying Agent") where
the Preferred Securities may be presented for payment.  The Paying Agent shall
make Distributions to Securityholders from the Payment Account and shall report
the amounts of such Distributions to the Property Trustee and the Administrative
Trustees.  Any Paying Agent shall have the revocable power to withdraw funds
from the Payment Account for the purpose of making the Distributions referred to
above.  The Administrative Trustees may revoke such power and remove the Paying
Agent if such Trustees determine in their sole discretion that the Paying Agent
shall have failed to perform its obligations under this Declaration in any
material respect.  The Paying Agent shall initially be the Property Trustee, and
any co-paying agent chosen by the Property Trustee and acceptable to the
Administrative Trustees and the Depositor.  Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Property Trustee and the Depositor.  In the event that the Property Trustee
shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company).  Each successor Paying
Agent or any additional Paying Agent shall agree with the Trustees that, as
Paying Agent, such successor Paying Agent or additional Paying Agent will hold
all sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
each Securityholder.  The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee.  The provisions of
Sections 8.1, 8.3 and 8.6 shall apply to the Property Trustee also in its role
as Paying Agent, for so long as the Property Trustee shall act as Paying Agent
and, to the extent applicable, to any other paying agent appointed hereunder.
Any reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

              SECTION 5.10.   OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.  On
the date provided for in Section 2.5, the Depositor shall acquire beneficial and
record ownership of the Common Securities.  The Depositor has covenanted in the
Subordinated Indenture to maintain directly or indirectly 100% ownership of the
Common Securities; provided that any permitted successor of the Company under
the Subordinated Indenture may succeed to the Company's ownership of the Common
Securities.  To the fullest extent permitted by law, any attempted transfer of
the Common Securities in violation of that covenant shall be void.  The
Administrative Trustees


                                      30

<PAGE>

shall cause each Common Securities Certificate to contain a legend stating, 
"THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO AN ENTITY WHOLLY OWNED BY 
TOWER AUTOMOTIVE, INC. OR TO CERTAIN SUCCESSORS OF TOWER AUTOMOTIVE, INC."

              SECTION 5.11.   GLOBAL SECURITIES; NON-GLOBAL SECURITIES; COMMON
SECURITIES CERTIFICATE. (a) Each Global Certificate authenticated under this
Declaration shall be registered in the name of the Clearing Agency designated by
the Depositor for such Global Certificate or a nominee thereof and delivered to
such Clearing Agency or a nominee thereof or custodian therefor, and each such
Global Certificate shall constitute a Preferred Security for all purposes of
this Declaration.

       (b)    If a Global Certificate is to be exchanged for Certificated
Preferred Securities or canceled in whole, it shall be surrendered by or on
behalf of the Clearing Agency, its nominee or custodian to the Property Trustee,
as Securities Registrar, for exchange or cancellation as provided in this
Article 5.  If any Global Certificate is to be exchanged for Certificated
Preferred Securities or canceled in part, or if another Preferred Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Certificate, in each case, as provided in Section 5.4, then either (i) such
Global Certificate shall be so surrendered for exchange or cancellation as
provided in this Article 5 or (ii) the principal amount thereof (or number of
Preferred Securities represented thereby) shall be reduced or increased by an
amount equal to the portion thereof to be so exchanged or canceled, or equal to
the principal amount of (or number of securities represented by) such
Certificated Preferred Security to be so exchanged for a beneficial interest
therein, as the case may be, by means of an appropriate adjustment made on the
records of the Property Trustee, as Securities Registrar, whereupon the Property
Trustee, in accordance with the Applicable Procedures, shall instruct the
Clearing Agency or its authorized representative to make a corresponding
adjustment to its records.  Upon any such surrender or adjustment of a Global
Certificate, an Administrative Trustee shall execute on behalf of the Trust by
manual or facsimile signature, and the Property Trustee shall, subject to
Section 5.4 and as otherwise provided in this Article 5, authenticate and
deliver any Preferred Securities issuable in exchange for such Global
Certificate (or any portion thereof) to or upon the written order of, and
registered in such names as may be directed by, the Clearing Agency or its
authorized representative.  Upon the request of the Property Trustee in
connection with the occurrence of any of the events specified in the preceding
paragraph, the Depositor shall promptly make available to the Property Trustee a
reasonable supply of Preferred Securities that are not in the form of Global
Certificates.  The Property Trustee shall be entitled to conclusively rely upon
any order, direction or request of the Clearing Agency or its authorized
representative which is given or made pursuant to this Article 5 if such order,
direction or request is given or made in accordance with the Applicable
Procedures.

       (c)    Every Preferred Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Certificate or any portion thereof, whether pursuant to this Article 5 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Certificate, unless such Preferred Security is registered in the name of
a Person other than the Clearing Agency for such Global Certificate or a nominee
thereof.

       (d)    The Clearing Agency or its nominee, as registered owner of a
Global Certificate, shall be the holder of such Global Certificate for all
purposes under this Declaration and the Preferred Securities, and owners of
beneficial interests in a Global Certificate shall hold such interests


                                      31
<PAGE>

pursuant to the Applicable Procedures.  Accordingly, any such Owner's 
beneficial interest in a Global Certificate will be shown only on, and the 
transfer of such interest shall be effected only through, records maintained 
by the Clearing Agency or its nominee or its participants and such owners of 
beneficial interests in a Global Certificate will not be considered the 
owners or holders of such Global Certificate for any purpose of this 
Declaration or the Preferred Securities.

       (e)    A single Common Securities Certificate representing the Common
Securities shall initially be issued to the Depositor in the form of a
definitive Common Securities Certificate.

              SECTION 5.12.   NOTICES TO CLEARING AGENCY.  To the extent that a
notice or other communication to the Holders is required under this Declaration,
unless and until Definitive Preferred Securities Certificates shall have been
issued to Holders pursuant to Section 5.13, the Trustees shall give all such
notices and communications specified herein to be given to Holders to the
Clearing Agency, and shall have no obligations to provide notices directly to
the Holders.

              SECTION 5.13.   DEFINITIVE PREFERRED SECURITIES CERTIFICATES.
Notwithstanding any other provision in this Declaration, no Global Certificate
may be exchanged in whole or in part for Preferred Securities registered, and no
transfer of a Global Certificate in whole or in part may be registered, in the
name of any Person other than the Clearing Agency for such Global Certificate or
a nominee thereof unless (i) such Clearing Agency (A) has notified the Trust and
the Depositor that it is unwilling or unable to continue as Clearing Agency for
such Global Certificate or (B) has ceased to be a clearing agency registered as
such under the Securities Exchange Act of 1934, as amended, and in either case
the Trust and the Depositor thereupon fail to appoint a successor Clearing
Agency, (ii) the Trust, at its option, notifies the Property Trustee in writing
that it elects to cause the issuance of the Preferred Securities in certificated
form or (iii) there shall have occurred and be continuing an Event of Default or
any event which after notice or lapse of time or both would be an Event of
Default.  In all cases, Certificated Preferred Securities delivered in exchange
for any Global Certificate or beneficial interests therein will be registered in
the names, and issued in any approved denominations, requested by or on behalf
of the Clearing Agency (in accordance with its customary procedures).

              SECTION 5.14.   RIGHTS OF SECURITYHOLDERS.  The legal title to the
Trust Property is vested exclusively in the Property Trustee (in its capacity as
such) in accordance with Section 2.9, and the Securityholders shall not have any
right or title therein other than the undivided beneficial interest in the
assets of the Trust conferred by their Trust Securities and they shall have no
right to call for any partition or division of property, profits or rights of
the Trust except as described below.  The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this
Declaration.  The Trust Securities shall have no preemptive or similar rights
and, when issued and delivered to Securityholders against payment of the
purchase price therefor, will be fully paid and nonassessable undivided
beneficial interests in the assets of the Trust.  The Holders of the Trust
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 5.15.   RESTRICTIVE LEGEND.  The Restricted Global
Certificate and the Certificated Preferred Securities shall bear the following
legend (the "Restricted Securities Legend") unless the Depositor determines
otherwise in accordance with applicable law:


                                      32
<PAGE>

              THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT
       BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
       (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED,
       SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR
       TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET
       FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
       HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"
       (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES
       THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY
       EVIDENCED HEREBY OR THE COMMON STOCK, IF ANY, ISSUABLE UPON
       CONVERSION OR EXCHANGE OF SUCH SECURITY EXCEPT (A) TO TOWER
       AUTOMOTIVE, INC. OR A SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE
       SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
       PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
       INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
       RULE 144A UNDER THE SECURITIES ACT, OR (C) PURSUANT TO THE
       EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
       SECURITIES ACT (IF AVAILABLE) AND (3) AGREES THAT IT WILL DELIVER
       TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS
       TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
       IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY
       PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES
       OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE
       SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK
       THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO
       THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
       TRUSTEE FOR THE PREFERRED SECURITIES OR THE DEBENTURES, AS THE
       CASE MAY BE (OR, IF THIS CERTIFICATE EVIDENCES COMMON STOCK, SUCH
       HOLDER MUST FURNISH TO THE TRANSFER AGENT), TOGETHER WITH SUCH
       CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS TOWER
       AUTOMOTIVE, INC., THE TRUSTEE OR THE TRANSFER AGENT, AS
       APPLICABLE, MAY REASONABLY REQUIRE 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. THIS LEGEND WILL BE REMOVED AFTER THE EXPIRATION OF THE
       HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED
       HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT.


                                      ARTICLE 6
                       ACT OF SECURITYHOLDERS; MEETINGS; VOTING

              SECTION 6.1.    LIMITATIONS ON VOTING RIGHTS. (a) Except as
provided in this Section, in Section 8.2 and 10.2 and in the Subordinated
Indenture and as otherwise required by law,


                                      33
<PAGE>

no Holder of Preferred Securities shall have any right to vote or in any 
manner otherwise control the administration, operation and management of the 
Trust or the obligations of the parties hereto, nor shall anything herein set 
forth, or contained in the terms of the Trust Securities Certificates, be 
construed so as to constitute the Securityholders from time to time as 
partners or members of an association.

       (b)    Subject to the requirement of the Property Trustee obtaining an
Opinion of Counsel in certain circumstances set forth in Section 6.1(d) below,
the Holders of a Majority in Liquidation Amount of the Preferred Securities have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Property Trustee, or direct the exercise of any
trust or power conferred upon the Property Trustee under the Declaration,
including the right to direct the Property Trustee, as Holder of the Debentures,
to (i) exercise the remedies available to it under the Subordinated Indenture as
a Holder of the Debentures or (ii) consent to any amendment, modification, or
termination of the Subordinated Indenture or the Debentures where such consent
shall be required; provided, however, that where a consent or action under the
Subordinated Indenture would require the consent or act of the Holders of more
than a majority of the outstanding principal amount of the Debentures affected
thereby, only the Holders of the percentage of the aggregate stated Liquidation
Amount of the Preferred Securities which is at least equal to such required
percentage of the principal amount of Debentures may direct the Property Trustee
to give such consent or take such action; PROVIDED FURTHER, HOWEVER, that
(subject to the provisions of Section 8.1) the Property Trustee shall have the
right to decline to follow any such direction if the Property Trustee, being
advised by counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Property Trustee, in good faith, by its board of
directors or trustees, executive committee, or a trust committee of directors or
trustees, and/or Responsible Officers, shall determine that the action or
proceeding so directed would involve the Property Trustee in personal liability.

       (c)    If the Property Trustee fails to enforce its rights under the
Subordinated Indenture after a Holder of Preferred Securities has made a written
request, such Holder of Preferred Securities may institute a legal proceeding
directly against the Company, to enforce the Property Trustee's rights under the
Subordinated Indenture without first instituting any legal proceeding against
the Property Trustee or any other person or entity.  Notwithstanding the
foregoing, if an Event of Default has occurred and is continuing and such event
is attributable to the failure of the Company to make any required payment when
due on the Debentures, then a Holder of Preferred Securities may directly
institute a proceeding against the Company for enforcement such payment.

       (d)    The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of any Event of Default received from the Company with
respect to the Debentures.  Except with respect to directing the time, method,
and place of conducting a proceeding for a remedy, the Property Trustee shall be
under no obligation to take any of the actions described in Section 6.1(b)(i)
and (ii) above unless the Property Trustee has obtained an Opinion of Counsel
(which counsel shall be independent tax counsel) to the effect that as a result
of such action, the Trust will not be taxable as a corporation for United States
federal income tax purposes and that after such action each Holder will continue
to be treated as owning an undivided beneficial ownership interest in the
Debentures.

       (e)    In the event the consent of the Property Trustee, as the Holder of
the Debentures, is required under the Subordinated Indenture with respect to any
amendment, modification or


                                      34
<PAGE>

termination of the Subordinated Indenture, the Property Trustee shall request 
the direction of the Holders of the Trust Securities with respect to such 
amendment, modification or termination and shall vote with respect to such 
amendment, modification or termination as directed by a Majority in 
Liquidation Amount of the Trust Securities voting together as a single class; 
PROVIDED, HOWEVER, that where a consent under the Subordinated Indenture 
would require the consent of the Holders of more than a majority of the 
aggregate principal amount of the Debentures, the Property Trustee may only 
give such consent at the direction of the Holders of at least the same 
proportion in aggregate stated Liquidation Amount of the Trust Securities.  
The Property Trustee shall not take any such action in accordance with the 
directions of the Holders of the Trust Securities unless the Property Trustee 
has obtained an Opinion of Counsel to the effect that, as a result of such 
action, the Trust will not be classified as other than a grantor trust for 
United States federal income tax purposes.

       (f)    Any required 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 the Holders of Trust Securities
or pursuant to written consent.  In accordance with Section 6.3, the
Administrative Trustees will cause a notice of any meeting at which Holders of
Preferred Securities are entitled to vote, or of any matter upon which action by
written consent of such Holders is to be taken, to be mailed to each Holder of
Preferred Securities.  Each such notice will include a statement setting forth
the following information: (i) the date of such meeting or the date by which
such action is to be taken; (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought; and (iii) instructions for the
delivery of proxies or consents.

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

       (h)    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 beneficially owned at such time by the Company or
any entity directly or indirectly controlled by, or under direct or indirect
common control with, the Company, shall not be entitled to vote or consent and
shall, for purposes of such vote or consent, be treated as if such Preferred
Securities were not outstanding, except for Preferred Securities purchased or
acquired by the Company or its Affiliates in connection with transactions
effected by or for the account of customers of the Company or any of its
subsidiaries or in connection with the distribution or trading of such Preferred
Securities; PROVIDED, HOWEVER, that persons (other than Affiliates of the
Company) to whom the Company or any of its subsidiaries have pledged Preferred
Securities may vote or consent with respect to such pledged Preferred Securities
pursuant to the terms of such pledge.

       (i)    Holders of the Preferred Securities will have no rights to appoint
or remove the Administrative Trustees, who may be appointed, removed or replaced
solely by the Company, as the Holder of all the Common Securities.


                                      35
<PAGE>

              SECTION 6.2.    VOTING RIGHTS OF COMMON SECURITIES.

       (a)    Except as provided under this Section 6.2 or as otherwise required
by the Delaware Business Trust Act, the Trust Indenture Act or other applicable
law or provided by the Declaration, the Holders of the Common Securities will
have no voting rights.

       (b)    The Holders of the Common Securities are entitled, in accordance
with Article 8 of this Declaration, to vote to appoint, remove or replace any
Trustee or to increase or decrease the number of Trustees.

       (c)    Subject to Section 8.2 of the Declaration and only after all
Events of Default with respect to the Preferred Securities have been cured,
waived, or otherwise eliminated and subject to the requirement of the Property
Trustee obtaining an Opinion of Counsel in certain circumstances set forth in
this paragraph (c), the Holders of a Majority in Liquidation Amount of the
Common Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee, as
Holder of the Debentures, to exercise the remedies available to it under the
Subordinated Indenture as a Holder of the Debentures; PROVIDED, HOWEVER, that
(subject to the provisions of Section 8.1) the Property Trustee shall have the
right to decline to follow any such direction if the Property Trustee, being
advised by counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Property Trustee, in good faith, by its board of
directors or trustees, executive committee, or a trust committee of directors or
trustees, and/or Responsible Officers, shall determine that the action or
proceeding so directed would involve the Property Trustee in personal liability.
Except with respect to directing the time, method and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to
take any of the actions described above in this Section 6.2(c) unless the
Property Trustee has obtained an Opinion of Counsel (which counsel shall be
independent tax counsel) to the effect that, as a result of such action, for
United States federal income tax purposes the Trust will not be taxable as a
corporation for United States federal income tax purposes and each Holder will
be treated as owning an undivided beneficial ownership interest in the
Debentures and Guarantees.

       (d)    If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Common Securities has made a written request, such
Holder of Common Securities may institute a legal proceeding directly against
the Company to enforce the Property Trustee's rights under the Debentures
without first instituting any legal proceeding against the Property Trustee or
any other person or entity.


       (e)    Any required 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 the Holders of Trust Securities or pursuant to
written consent.  In accordance with Section 6.3, the Administrative Trustees
will cause a notice of any meeting at which Holders of Common Securities are
entitled to vote, or of any matter upon which action by written consent of such
Holders is to be taken, to be mailed to each Holder of record of Common
Securities.  Each such notice will include a statement setting forth the
following information: (i) the date of such meeting or the date by which such
action is to be taken; (ii) a description of any resolution proposed for
adoption at such


                                      36
<PAGE>

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.

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

              SECTION 6.3.    MEETINGS OF THE HOLDERS OF TRUST SECURITIES;
ACTION BY WRITTEN CONSENT.

       (a)    Meetings of the Holders of any class of Trust Securities may be
called at any time by the Administrative Trustees (or as otherwise provided in
this Declaration) to consider and act on any matter on which Holders of such
class of Trust Securities are entitled to act under the terms of this
Declaration, the Guarantees, the rules of any stock exchange on which the
Preferred Securities are listed or admitted for trading, the Business Trust Act
or other applicable law.  The Administrative Trustees shall call a meeting of
the Holders of such class if directed to do so by the Holders of at least 10% in
Liquidation Amount of such class of Trust Securities.  Such direction shall be
given by delivering to the Administrative Trustees one or more notices in a
writing stating that the signing Holders of Trust Securities wish to call a
meeting and indicating the general or specific purpose for which the meeting is
to be called.  Any Holders of Trust Securities calling a meeting shall specify
in writing the Certificates held by the Holders of Trust Securities exercising
the right to call a meeting and only those Trust 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 Trust
Securities, the following provisions shall apply to meetings of Holders of Trust
Securities:

              (i)    notice of any such meeting shall be given to all the
       Holders of Trust Securities having a right to vote thereat at least seven
       days and not more than 60 days before the date of such meeting. Any
       action that may be taken at a meeting of the Holders of Trust Securities
       may be taken without a meeting if a consent in writing setting forth the
       action so taken is signed by the Holders of Trust Securities owning not
       less than the minimum amount in Liquidation Amount of Trust Securities
       that would be necessary to authorize or take such action at a meeting at
       which all Holders of Trust Securities having a right to vote thereon were
       present and voting.  Prompt notice of the taking of action without a
       meeting shall be given to the Holders of Trust Securities entitled to
       vote who have not consented in writing.  The Administrative Trustees may
       specify that any written ballot submitted to the 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 of a Trust Security may authorize any Person to
       act for it by proxy on all matters in which a Holder of Trust Securities
       is entitled to participate, including waiving notice of any meeting, or
       voting or participating at a meeting.  No proxy shall be valid after the
       expiration of 11 months from the date thereof unless otherwise provided
       in the proxy.  Every proxy shall be revocable at the pleasure of the
       Holder of Trust Securities executing it.  Except as otherwise provided
       herein, all matters relating to the giving, voting


                                      37
<PAGE>

       or validity of proxies shall be governed by the DGCL relating to 
       proxies, and judicial interpretations thereunder, as if the Trust were 
       a Delaware corporation and the Holders of the Trust Securities were 
       shareholders of a Delaware corporation;

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

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

              SECTION 6.4.    ACTS OF SECURITYHOLDERS.  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Declaration to be given, made or taken by Securityholders or
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders or Holders in person
or by an agent duly appointed in writing; and, except as otherwise expressly
provided herein, such action shall become effective when such instrument or
instruments are delivered to an Administrative Trustee.  Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Securityholders or Holders signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Declaration and (subject to Section 8.1) conclusive in favor of the Trustees, if
made in the manner provided in this Section.

              The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof.  Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.  The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which any Trustee receiving the same deems sufficient.

              The ownership of Preferred Securities shall be proved by the
Securities Register.

              Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Securityholder of any Trust Security shall bind every
future Securityholder of the same Trust Security and the Securityholder of every
Trust Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.


                                      38
<PAGE>

              Without limiting the foregoing, a Securityholder entitled
hereunder to take any action hereunder with regard to any particular Trust
Security may do so with regard to all or any part of the Liquidation Amount of
such Trust Security or by one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or any part of such
Liquidation Amount.

              If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article 6, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

              Upon the occurrence and continuation of an Event of Default, the
Holders of Preferred Securities shall rely on the enforcement by the Property
Trustee of its rights as holder of the Debentures against the Depositor.  If the
Property Trustee fails to enforce its rights as holder of the Debentures after a
request therefor by a Holder of Preferred Securities, such holder may,  to the
extent permitted by applicable law, proceed to enforce such rights directly
against the Depositor.  Notwithstanding the foregoing, if an Event of Default
has occurred and is continuing and such event is attributable to the failure of
the Depositor to pay interest or principal on the Debentures on the date such
interest or principal is otherwise payable (or in the case of redemption, on the
Redemption Date), then a Holder of Preferred Securities shall have the right to
institute a proceeding directly against the Depositor, for enforcement of
payment to such holder of the principal amount of or interest on Debentures
having a principal amount equal to the aggregate Liquidation Amount of the
Preferred Securities of such holder after the respective due date specified in
the Debentures (a "Direct Action").  In connection with any such Direct Action,
the rights of the Depositor will be subrogated to the rights of any Holder of
the Preferred Securities to the extent of any payment made by the Depositor to
such Holder of Preferred Securities as a result of such Direct Action.

              SECTION 6.5.    INSPECTION OF RECORDS.  Upon reasonable notice to
the Administrative Trustees and the Property Trustee, the records of the Trust
shall be open to inspection by Securityholders during normal business hours for
any purpose reasonably related to such Securityholder's interest as a
Securityholder.


                                      ARTICLE 7
                            REPRESENTATIONS AND WARRANTIES

              SECTION 7.1.    REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
TRUSTEE AND THE DELAWARE TRUSTEE.  The Property Trustee and the Delaware
Trustee, each severally on behalf of and as to itself, hereby represents and
warrants for the benefit of the Depositor and the Securityholders that (each
such representation and warranty made by the Property Trustee and the Delaware
Trustee being made only with respect to itself):

       (a)    the Property Trustee is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States;


                                      39
<PAGE>

       (b)    the Delaware Trustee is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;

       (c)    each of the Property Trustee and the Delaware Trustee has full
corporate and trust power, authority and legal right to execute, deliver and
perform its obligations under this Declaration and has taken all necessary
action to authorize the execution, delivery and performance by it of this
Declaration;

       (d)    this Declaration has been duly authorized, executed and delivered
by each of the Property Trustee and the Delaware Trustee and constitutes the
valid and legally binding agreement of the Property Trustee and the Delaware
Trustee enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles; and

       (e)    the execution, delivery and performance by each of the Property
Trustee and the Delaware Trustee of this Declaration have been duly authorized
by all necessary corporate or other action on the part of the Property Trustee
and the Delaware Trustee and do not require any approval of stockholders of the
Property Trustee or the Delaware Trustee and such execution, delivery and
performance will not (i) violate either of the Property Trustee's or the
Delaware Trustee's charter or by-laws or (ii) violate any law, governmental rule
or regulation of the United States or the State of Delaware, as the case may be,
governing the banking, corporate, or trust powers of the Property Trustee or the
Delaware Trustee (as appropriate in context) or any order, judgment or decree
applicable to the Property Trustee or the Delaware Trustee.

              SECTION 7.2.    REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.  The
Depositor hereby represents and warrants for the benefit of the Securityholders
that:

       (a)    the Trust Securities Certificates issued on the Closing Date on
behalf of the Trust have been duly authorized and will have been duly and
validly executed, issued and delivered by the Trustees pursuant to the terms and
provisions of, and in accordance with the requirements of, this Declaration and
the Securityholders will be, as of such date, entitled to the benefits of this
Declaration; and

       (b)    there are no taxes, fees or other governmental charges payable by
the Trust (or the Trustees on behalf of the Trust) under the laws of the States
of Delaware or Illinois or any political subdivision thereof in connection with
the execution, delivery and performance by the Property Trustee or the Delaware
Trustee, as the case may be, of this Declaration.


                                      ARTICLE 8
                                     THE TRUSTEES

              SECTION 8.1.    CERTAIN DUTIES AND RESPONSIBILITIES. (a) The 
duties and responsibilities of the Trustees shall be as provided by this 
Declaration and, in the case of the Property Trustee, by the Trust Indenture 
Act.  The Property Trustee, before the occurrence of any Event of Default and 
after the curing or waiving of all Events of Default that may have occurred, 
shall undertake to perform only such duties and obligations as are 
specifically set forth in this 


                                      40
<PAGE>

Declaration and the Trust Indenture Act 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 
8.2) of which a Responsible Officer of the Property Trustee has actual 
knowledge, the Property Trustee shall exercise such rights and powers vested 
in it by this Declaration and the Trust Indenture Act, and use the same 
degree of care and skill in its exercise, as a prudent individual would 
exercise or use under the circumstances in the conduct of his or her own 
affairs. Notwithstanding the foregoing, no provision of this Declaration 
shall require the Trustees to expend or risk their own funds or otherwise 
incur any financial liability in the performance of any of their duties 
hereunder, or in the exercise of any of their rights or powers, if they shall 
have reasonable grounds for believing that repayment of such funds or 
adequate indemnity against such risk or liability is not reasonably assured 
to it.  Whether or not therein expressly so provided, every provision of this 
Declaration relating to the conduct or affecting the liability of or 
affording protection to the Trustees shall be subject to the provisions of 
this Section.  Nothing in this Declaration shall be construed to release the 
Administrative Trustees or Delaware Trustee from liability for their own 
grossly negligent action, their own grossly negligent failure to act, or 
their own willful misconduct.  To the extent that, at law or in equity, an 
Administrative Trustee or  Delaware Trustee has duties (including fiduciary 
duties) and liabilities relating thereto to the Trust or to the 
Securityholders, such Administrative Trustee or Delaware Trustee shall not be 
liable to the Trust or to any Securityholder for such Administrative 
Trustee's good faith reliance on the provisions of this Declaration.  The 
provisions of this Declaration, to the extent that they restrict the duties 
and liabilities of the Administrative Trustees or Delaware Trustee otherwise 
existing at law or in equity, are agreed by the Depositor and the 
Securityholders to replace such other duties and liabilities of the 
Administrative Trustees or Delaware Trustee.

       (b)    All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof.  Each
Securityholder, by its acceptance of a Trust Security, agrees that it will look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it as herein provided and that the Trustees are
not personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security.  This
Section 8.1(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Declaration or, in the case of the Property Trustee, in the
Trust Indenture Act.

       (c)    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)    the Property Trustee shall not be liable for any error of
       judgment made in good faith by an authorized officer of the Property
       Trustee, unless it shall be proved that the Property Trustee was
       negligent in ascertaining the pertinent facts;

              (ii)   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 a majority in aggregate Liquidation
       Amount of the Trust Securities relating to the time, method and place of
       conducting any proceeding for any remedy available to the Property

                                     41
<PAGE>

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

              (iii)  the Property Trustee's sole duty with respect to the
       custody, safekeeping and physical preservation of the Debentures and the
       Payment Account shall be to deal with such property as fiduciary assets,
       subject to the protections and limitations on liability afforded to the
       Property Trustee under this Declaration and the Trust Indenture Act;

              (iv)   the Property Trustee shall not be liable for any interest
       on any money received by it except as it may otherwise agree with the
       Depositor and money held by the Property Trustee need not be segregated
       from other funds held by it except in relation to the Payment Account
       maintained by the Property Trustee pursuant to Section 3.1 and except to
       the extent otherwise required by law;

              (v)    the Property Trustee shall not be responsible for
       monitoring the compliance by the Administrative Trustees or the Depositor
       with their respective duties under this Declaration, nor shall the
       Property Trustee be liable for the default or misconduct of the
       Administrative Trustees or the Depositor; and

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

              SECTION 8.2.    NOTICE OF DEFAULTS. (a)  Within ninety (90) days
after the occurrence of any Event of Default actually known to a Responsible
Officer of the Property Trustee, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 10.8, notice of such Event of
Default to the Holders of Preferred Securities, the Administrative Trustees and
the Depositor, unless such Event of Default shall have been cured or waived;
provided that, except for a default in the payment of principal of (or premium,
if any) or interest on any of the Debentures, the Property Trustee shall be
fully protected in withholding such notice if and so long as the Board of
Directors, the executive committee, or a trust committee of directors and/or
responsible officers of the Property Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Preferred
Securities.

       (b)    Within ten days after the receipt of notice of the Depositor's
exercise of its right to extend the interest payment period for the Debentures
pursuant to the Subordinated Indenture, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.8, notice of such exercise
to the Securityholders, unless such exercise shall have been revoked.

       (c)    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 Debenture
Event of Default:

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

                                   42
<PAGE>

              (ii)   requires the consent or vote of greater than a majority in
       principal amount of the holders of the Debentures, including the consent
       or vote of all such holders, (a "Super Majority") to be waived under the
       Subordinated Indenture, the Event of Default under this Declaration may
       only be waived by the vote of the Holders of the same proportion in
       Liquidation Amount of the Preferred Securities that the relevant Super
       Majority represents of the aggregate principal amount of the Debentures
       outstanding.

              The provisions of Section 6.1(b) and this Section 8.2(c) shall be
in lieu of Section  316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Preferred 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.

       (d)    The Holders of a majority in Liquidation Amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences; provided that, if the underlying Debenture
Event of Default:

              (i)    is not waivable under the Subordinated 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
       8.2(d), the Event of Default under this 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 this Declaration as provided
       below in this Section 8.2(d), the Event of Default under this Declaration
       may only be waived by the vote of the Holders of the same proportion in
       Liquidation Amount of the Common Securities that the relevant Super
       Majority represents of the aggregate principal amount of the Debentures
       outstanding;

provided further, that each Holder of Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to the
Common Securities and its consequences until 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 provisions of Section 6.1(b) and this Section 8.2(d)
shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such
Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded
from this Declaration and the Preferred Securities, as permitted by the Trust
Indenture Act.  Subject to the 

                               43
<PAGE>

foregoing provisions of this Section 8.2(d), 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.

       (e)    A waiver of an Event of Default under the Subordinated 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 8.2(e) shall be in
lieu of Section  316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Preferred Securities, as permitted by the Trust Indenture
Act.

              SECTION 8.3.    CERTAIN RIGHTS OF PROPERTY TRUSTEE.  Subject to
the provisions of Section 8.1:

       (a)    the Property Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting in good faith upon any resolution,
Opinion of Counsel, certificate, written representation of a Holder or
transferee such as of a certificate presented for transfer, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

       (b)    if no Event of Default has occurred and is continuing and, (i) in
performing its duties under this Declaration the Property Trustee is required to
decide between alternative courses of action or (ii) in construing any of the
provisions in this Declaration the Property Trustee finds the same ambiguous or
inconsistent with any other provisions contained herein or (iii) the Property
Trustee is unsure of the application of any provision of this Declaration, then,
except as to any matter as to which the Holders of Preferred Securities are
entitled to vote under the terms of this Declaration, the Property Trustee shall
deliver a notice to the Depositor requesting written instructions of the
Depositor as to the course of action to be taken and the Property Trustee shall
take such action, or refrain from taking such action, as the Property Trustee
shall be instructed in writing to take, or to refrain from taking, by the
Depositor; PROVIDED, HOWEVER, that if the Property Trustee does not receive such
instructions of the Depositor within ten Business Days after it has delivered
such notice, or such reasonably shorter period of time set forth in such notice
(which to the extent practicable shall not be less than two Business Days), it
may, but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Declaration as it shall deem advisable and in the best
interests of the Securityholders, in which event the Property Trustee shall have
no liability except for its own bad faith, negligence or willful misconduct;

       (c)    any direction or act of the Depositor or the Administrative
Trustees contemplated by this Declaration shall be sufficiently evidenced by an
Officers' Certificate;

       (d)    whenever in the administration of this Declaration, the Property
Trustee shall deem it desirable that a matter be established before undertaking,
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 and an

                                   44
<PAGE>

Opinion of Counsel which, upon receipt of such request, shall be promptly
delivered by the Depositor or the Administrative Trustees;

       (e)    the Property Trustee shall have no duty to accomplish 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 reregistration thereof;

       (f)    the Property Trustee may consult with counsel at the Depositor's
expense (which counsel may be counsel to the Depositor or any of its Affiliates,
and may include any of its employees) and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon and in accordance with such advice; and 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;

       (g)    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 of the Securityholders pursuant to this Declaration, unless
such Securityholders shall have offered to the Property Trustee reasonable
security or indemnity satisfactory to it against the costs, expenses (including
attorneys' fees and expenses and the expenses of the Property Trustee's agents,
custodians or nominees) and liabilities which might be incurred by it in
compliance with such request or direction;

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

       (i)    the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents, custodians or nominees, attorneys or an Affiliate; provided that the
Property Trustee shall not be responsible for the negligence or recklessness on
the part of any agent, attorney, custodian or nominee appointed by it with due
care hereunder;

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

       (k)    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;

                                 45
<PAGE>

       (l)    the Property Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Declaration; and

       (m)    in the event that the Property Trustee is also acting as a Paying
Agent, Conversion Agent, and/or Securities Registrar hereunder, the rights and
protections afforded to the Property Trustee pursuant to this Article 8 shall
also be afforded to such Paying Agent, Conversion Agent, and/or Securities
Registrar.

              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 8.4.    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.  The recitals contained herein and in the Trust Securities
Certificates shall not be taken as the statements of the Trustees, and the
Trustees do not assume any responsibility for their correctness.  The Trustees
shall not be accountable for the use or application by the Depositor of the
proceeds of the Debentures.

              SECTION 8.5.    MAY HOLD SECURITIES.  Except as provided in the
definition of the term "Outstanding" in Article 1, any Trustee or any other
agent of any Trustee or the Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and, subject to Section 8.8 and
8.12, may otherwise deal with the Trust with the same rights it would have if it
were not a Trustee or such other agent.

              SECTION 8.6.    COMPENSATION; INDEMNITY; FEES.

              The Depositor agrees:

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

       (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 its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its gross negligence or bad faith (except
ordinary negligence in the case of the Property Trustee);

       (c)    to the fullest extent permitted by applicable law, to indemnify
and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust or its Affiliates (referred
to herein as an "Indemnified Person") from and against any loss, damage,
liability, tax, 

                                46
<PAGE>

penalty, expense or claim of any kind or nature whatsoever incurred by such 
Indemnified Person by reason of the creation, operation, dissolution or 
termination of the Trust or in connection with the administration of the 
Trust or any act or omission performed or omitted by such Indemnified Person 
in good faith on behalf of the Trust and in a manner such Indemnified Person 
reasonably believed to be within the scope of authority conferred on such 
Indemnified Person by this Declaration, except that no Indemnified Person 
shall be entitled to be indemnified in respect of any loss, damage or claim 
incurred by such Indemnified Person by reason of  gross negligence or willful 
misconduct with respect to such acts or omissions (except ordinary negligence 
in the case of the Property Trustee);

       (d)    the provisions of this Section 8.6 shall survive any Trustee's
resignation or removal or termination of this Declaration;

       (e)    no Trustee may claim any lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 8.6; and

       (f)    the provisions of this Section 8.6 shall survive termination of
this Declaration or the resignation of removal of any Trustee.

              SECTION 8.7.    PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF
TRUSTEES. (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities.  The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000.  If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time the Property Trustee with respect to the
Trust Securities shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.  The initial Property Trustee shall be
The First National Bank of Chicago

       (b)    There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities.  Each Administrative 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 persons authorized to bind that
entity.  The initial Administrative Trustees shall be Dugald K. Campbell,
Anthony A. Barone and James R. Lozelle.

       (c)    There shall at all times be a Delaware Trustee with respect to the
Trust Securities.  The Delaware Trustee shall either be (i) a natural person who
is at least 21 years of age and a resident of the State of Delaware or (ii) a
legal entity with its principal place of business in the State of Delaware and
that otherwise meets the requirements of applicable Delaware law that shall act
through one or more persons authorized to bind such entity.  The initial
Delaware Trustee shall be First Chicago Delaware Inc.

              SECTION 8.8.    CONFLICTING INTERESTS.  If the Property Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Property Trustee 

                                  47
<PAGE>

shall either eliminate such interest or resign, to the extent and in the 
manner provided by, and subject to the provisions of, the Trust Indenture Act 
and this Declaration.

              SECTION 8.9.    RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.(a) Subject to Sections 8.9(b) and 8.9(c), Trustees (the "Relevant
Trustee") may be appointed or removed without cause at any time:

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

              (ii)   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; PROVIDED, HOWEVER, that if a Event of Default shall
       have occurred and be continuing, the Property Trustee may be removed and
       a successor thereto appointed only by the Holders of a Majority in
       Liquidation Amount of the Preferred Securities.

       (b)    The Trustee that acts as Property Trustee shall not be removed in
accordance with Section 8.9(a) until a successor possessing the qualifications
to act as a Property Trustee under Section 8.7 (a "Successor Property Trustee")
has been appointed and has accepted such appointment by instrument executed by
such Successor Property Trustee and delivered to the Trust, the Depositor and
the removed Property Trustee.

       (c)    The Trustee that acts as Delaware Trustee shall not be removed in
accordance with Section 8.9(a) until a successor possessing the qualifications
to act as Delaware Trustee under Section 8.7 (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 Depositor and
the removed Delaware Trustee.

       (d)    A Trustee appointed to office shall hold office until his, her or
its  successor shall have been appointed or until his, her or its death,
removal, resignation, dissolution or liquidation.  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 Depositor and the Trust,
which resignation shall take effect upon such delivery or upon such later date
as is specified therein; PROVIDED, HOWEVER, that:

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

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

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

                                    48
<PAGE>

              (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 Depositor and the resigning Delaware Trustee; and

              (iii)  no appointment of a successor Property Trustee or Delaware
       Trustee shall be effective until all fees, charges, and expenses of the
       retiring Property Trustee or retiring Delaware Trustee, as the case may
       be, have been paid.

       (e)    The Holders of the Common Securities shall use their best efforts
to promptly appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with Section 8.9(d).

       (f)    If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
8.9 within 60 days after delivery pursuant to this Section 8.9 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.

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

       (h)    The Property Trustee shall give notice of each resignation and
each removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.8 and shall give notice to
the Depositor.  Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

       (i)    Notwithstanding the foregoing or any other provision of this
Declaration, in the event any Administrative Trustee or a Delaware Trustee who
is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by (a) the unanimous act of the remaining
Administrative Trustees if there are at least two of them or (b) otherwise by
the Depositor (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustees or the Delaware Trustee, as
the case may be, set forth in Section 8.7).

              SECTION 8.10.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.  In case
of the appointment hereunder of a successor Relevant Trustee, the retiring
Relevant Trustee and each successor Relevant Trustee shall execute and deliver
an amendment hereto wherein each successor Relevant Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Relevant
Trustee all the rights, powers, trusts and duties of the retiring Relevant
Trustee and (b) shall add to or change any of the provisions of this Declaration
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Relevant Trustee, it being understood that
nothing herein or in such amendment shall constitute such Relevant Trustees 
co-trustees and upon 

                                49
<PAGE>

the execution and delivery of such amendment the resignation or removal of 
the retiring Relevant Trustee shall become effective to the extent provided 
therein and each such successor Relevant Trustee, without any further act, 
deed or conveyance, shall become vested with all the rights, powers, trusts 
and duties of the retiring Relevant Trustee; but, on request of the Trust or 
any successor Relevant Trustee, such retiring Relevant Trustee shall duly 
assign, transfer and deliver to such successor Relevant Trustee all Trust 
Property, all proceeds thereof and money held by such retiring Relevant 
Trustee hereunder.

              Upon request of any such successor Relevant Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the first or second preceding paragraph, as the case may
be.

              No successor Relevant Trustee shall accept its appointment unless
at the time of such acceptance such successor Relevant Trustee shall be
qualified and eligible under this Article.

              SECTION 8.11.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.  Any Person into which the Property Trustee, the Delaware Trustee or
any Administrative Trustee that is not a natural person may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Relevant Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder; provided that such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.

              SECTION 8.12.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST
DEPOSITOR OR TRUST.  If and when the Property Trustee shall be or become a
creditor of the Depositor or the Trust (or any other obligor upon the Debentures
or the Trust Securities), the Property Trustee shall be subject to and shall
take all actions necessary in order to comply with the provisions of the Trust
Indenture Act regarding the collection of claims against the Depositor or Trust
(or any such other obligor).

              SECTION 8.13.   REPORTS BY PROPERTY TRUSTEE.(a) To the extent
required by the Trust Indenture Act, within 60 days after May 15 of each year
commencing with May 15, 1999 the Property Trustee shall transmit to all
Securityholders in accordance with Section 10.8 and to the Depositor, a brief
report dated as of such May 15 with respect to:

              (i)    its eligibility under Section 8.7 or, in lieu thereof, if
       to the best of its knowledge it has continued to be eligible under said
       Section, a written statement to such effect;

              (ii)   a statement that the Property Trustee has complied with all
       of its obligations under this Declaration during the twelve-month period
       (or, in the case of the initial report, the period since the Closing
       Date) ending with such May 15 or, if the Property Trustee has not
       complied in any material respects with such obligations, a description of
       such noncompliance;

                                    50
<PAGE>

              (iii)  any change in the property and funds in its possession as
       Property Trustee since the date of its last report and any action taken
       by the Property Trustee in the performance of its duties hereunder which
       it has not previously reported and which in its opinion materially
       affects the Trust Securities; and

              (iv)   such other information as is required by Section 313(a) of
       the Trust Indenture Act.

       (b)    In addition, the Property Trustee shall transmit to
Securityholders such reports concerning the Property Trustee and its actions
under this Declaration as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant thereto.

       (c)    A copy of such report shall, at the time of such transmissions to
Holders, be filed by the Property Trustee with each national securities exchange
or self-regulatory organization upon which the Trust Securities are listed, with
the Commission and with the Depositor.

              SECTION 8.14.   REPORTS TO THE PROPERTY TRUSTEE.  The Depositor 
and the Administrative Trustees on behalf of the Trust shall provide to the 
Property Trustee such documents, reports and information as are required by 
Section 314 of the Trust Indenture Act (if any) and the compliance 
certificate required by Section 314(a) of the Trust Indenture Act in the 
form, in the manner and at the times required by Section 314 of the Trust 
Indenture Act.

              SECTION 8.15.   EVIDENCE OF COMPLIANCE WITH CONDITIONS 
PRECEDENT. Each of the Depositor and the Administrative Trustees on behalf of 
the Trust shall provide to the Property Trustee such evidence of compliance 
with any conditions precedent, if any, provided for in this Declaration that 
relate to any of the matters set forth in Section 314(c) of the Trust 
Indenture Act.  Any certificate or opinion required to be given by an officer 
pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in 
the form of an Officers' Certificate.

              SECTION 8.16.   NUMBER OF TRUSTEES. (a)  The number of Trustees
initially shall be five (5), and:

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

              (ii)   after the issuance of any Trust 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 three (3);
       provided, further, that (1) if required by the Business Trust Act, one
       Trustee is the Delaware Trustee; (2) there shall be at least one Trustee
       who is an employee or officer of, or is affiliated with, the Company
       (each, 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 Property Trustee
       may also serve as Delaware Trustee if it meets the applicable
       requirements.

                                      51

<PAGE>

       (b)    If a Trustee ceases to hold office for any reason and the number
of Administrative Trustees is not reduced pursuant to Section 8.16(a), or if the
number of Trustees is increased pursuant to Section 8.16(a), a vacancy shall
occur.

       (c)    The death, resignation, retirement, removal, bankruptcy,
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 8.9, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Declaration.

              SECTION 8.17.   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 2.7(a), including any
registration statement or amendment thereof filed with the Commission, or making
any other governmental filing.

       (b)    The Administrative Trustees shall have power to delegate from time
to time to such of their number or to the Depositor 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.


                                ARTICLE 9
                   DISSOLUTION, LIQUIDATION AND MERGER

              SECTION 9.1.    DISSOLUTION UPON EXPIRATION DATE.  Unless earlier
dissolved, the Trust shall automatically dissolve on June 30, 2033 (the
"Expiration Date").

              SECTION 9.2.    EARLY DISSOLUTION.  The first to occur of any of
the following events is an "Early Dissolution Event":

       (a)    the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor;

       (b)    the occurrence of a Special Event except in the case of a Tax
Event following which the Depositor has elected (i) to pay any Additional Sums
(in accordance with Section 4.4) such that the net amount received by Holders of
Preferred Securities in respect of Distributions are not reduced as a result of
such Tax Event and the Depositor has not revoked any such election or failed to
make such payments or (ii) to redeem all or some of the Debentures pursuant to
Section 4.4(a);

       (c)    the redemption, conversion or exchange of all of the Trust
Securities;

       (d)    an order for dissolution of the Trust shall have been entered by a
court of competent jurisdiction; and


                                      52

<PAGE>

       (e)    receipt by the Property Trustee of written notice from the
Depositor at any time (which direction is optional and wholly within the
discretion of the Depositor) of its intention to dissolve the Trust and
distribute the Debentures in exchange for the Preferred Securities.

              SECTION 9.3.    DISSOLUTION.  The respective obligations and
responsibilities of the Trustees and the Trust created and continued hereby
shall terminate upon the latest to occur of the following:  (a) the distribution
by the Property Trustee to Securityholders upon the liquidation of the Trust
pursuant to Section 9.4, or upon the redemption of all of the Trust Securities
pursuant to Section 4.2, of all amounts required to be distributed hereunder
upon the final payment of the Trust Securities; (b) the payment of all expenses
owed by the Trust; (c) the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders; and (d) the filing
of a certificate of cancellation by the Trustees in accordance with Section 3810
of the Delaware Business Trust Act.

              SECTION 9.4.    LIQUIDATION. (a)  If an Early Dissolution Event
specified in clause (a), (b), (d) or (e) of Section 9.2 occurs or upon the
Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously
as the Trustees determine to be possible by distributing, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, to each
Securityholder an aggregate principal amount of Debentures equal to the
aggregate Liquidation Amount of Trust Securities held by such Holder, subject to
Section 9.4(d).  Notice of liquidation shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not later than 30 nor more than 60
days prior to the Liquidation Date to each Holder of Trust Securities at such
Holder's address as it appears in the Securities Register.  All notices of
liquidation shall:

              (i)    state the Liquidation Date;

              (ii)   state that, from and after the Liquidation Date, the Trust
       Securities will no longer be deemed to be Outstanding and any Trust
       Securities Certificates not surrendered for exchange will be deemed to
       represent an aggregate principal amount of Debentures equal to the
       aggregate Liquidation Amount of Preferred Securities held by such Holder;
       and

              (iii)  provide such information with respect to the mechanics by
       which Holders may exchange Trust Securities Certificates for Debentures,
       or, if Section 9.4(d) applies, receive a Liquidation Distribution, as the
       Administrative Trustees or the Property Trustee shall deem appropriate.

       (b)    Except where Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation Date
and, unless the Property Trustee determines otherwise, shall be the date which
is the fifteenth day (whether or not a Business Day) next preceding the
Liquidation Date) and, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish such procedures as it
shall deem appropriate to effect the distribution of Debentures in exchange for
the Outstanding Trust Securities Certificates.

       (c)    Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) the Clearing Agency or its nominee, as 


                                      53

<PAGE>

the record holder of such Trust Securities, will receive a registered global 
certificate or certificates representing the Debentures to be delivered upon 
such distribution and (iii) any Trust Securities Certificates not held by the 
Clearing Agency or its nominee will be deemed to represent an aggregate 
principal amount of Debentures equal to the aggregate Liquidation Amount of 
Preferred Securities held by such Holders, and bearing accrued and unpaid 
interest in an amount equal to the accrued and unpaid Distributions on such 
Trust Securities until such certificates are presented to the Property 
Trustee for transfer or reissuance.

       (d)    In the event that, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practicable, the Trust Property shall be liquidated, and the Trust shall be
wound-up or terminated, by the Property Trustee in such manner as the Property
Trustee determines, and an Administrative Trustee shall prepare, execute and
file the certificate of cancellation with the Secretary of State of the State of
Delaware.  In such event, Securityholders will be entitled to receive out of the
assets of the Trust available for distribution to Securityholders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the Liquidation Amount per Trust Security plus accrued
and unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution").  If, upon any such winding-up or termination, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a PRO RATA basis (based
upon Liquidation Amounts).  The Holder of the Common Securities will be entitled
to receive Liquidation Distributions upon any such winding-up or termination PRO
RATA (determined as aforesaid) with Holders of Preferred Securities, except
that, if a Debenture Event of Default has occurred and is continuing, the
Preferred Securities shall have a priority over the Common Securities.

              SECTION 9.5.    MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR
REPLACEMENTS OF THE TRUST.  The Trust may not merge with or into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except pursuant to this
Section 9.5 or Section 9.4.  At the request of the Depositor, with the consent
of the Administrative Trustees and without the consent of the Property Trustee
or the Holders of the Preferred Securities, the Trust may merge with or into,
consolidate, amalgamate, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided, that (i) if the Trust is not the
survivor, (a) such successor entity either expressly assumes all of the
obligations of the Trust with respect to the Preferred Securities or (b)
substitutes for the Preferred Securities other securities having substantially
the same terms as the Preferred Securities (the "Successor Securities") so long
as the Successor Securities rank the same as the Preferred Securities and rank
in priority with respect to Distributions and payments upon liquidation,
redemption and otherwise, (ii) the Depositor expressly appoints a trustee of
such successor entity possessing 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 other organization on which the
Preferred Securities are then listed, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, 


                                      54

<PAGE>

(v) such merger, consolidation, amalgamation, replacement, conveyance, 
transfer or lease does not adversely affect the rights, preferences and 
privileges of the Holders of the Preferred Securities (including any 
Successor Securities) in any material respect, (vi) such successor entity has 
a purpose substantially identical to that of the Trust, (vii) prior to such 
merger, consolidation, amalgamation, replacement, conveyance, transfer or 
lease the Depositor has received an Opinion of Counsel to the effect that (a) 
such merger, consolidation, amalgamation, replacement, conveyance, transfer 
or lease will not adversely affect the rights, preferences and privileges of 
the Holders of the Preferred Securities (including any Successor Securities) 
in any material respect (other than with respect to any dilution of the 
Holder's interest in the new entity), (b) following such merger, 
consolidation, amalgamation, replacement, conveyance, transfer or lease 
neither the Trust nor such successor entity will be required to register as 
an investment company under the 1940 Act, and (c) following such merger, 
consolidation, amalgamation or replacement, the Trust or such successor 
entity will be treated as a grantor trust for United States Federal income 
tax purposes and (viii) the Depositor or any permitted successor or assignee 
owns, directly or indirectly, all of the common securities of such successor 
entity and guarantees the obligations of such successor entity under the 
Successor Securities at least to the extent provided by the Guarantee.  
Notwithstanding the foregoing, the Trust shall not, except with the consent 
of Holders of 100% in aggregate Liquidation Amount of the Preferred 
Securities, consolidate, amalgamate, merge with or into, be replaced by or 
convey, transfer or lease its properties and assets substantially as an 
entirety to any other entity or permit any other entity to consolidate, 
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 to be classified as other than a grantor 
trust for United States Federal income tax purposes.

                                ARTICLE 10
                         MISCELLANEOUS PROVISIONS

              SECTION 10.1.   LIMITATION OF RIGHTS OF SECURITYHOLDERS.  Other 
than as set forth in Section 9.1, the death, incapacity, dissolution, 
bankruptcy or termination of any Person having an interest, beneficial or 
otherwise, in Trust Securities shall not operate to dissolve the Trust or 
terminate this Declaration, nor entitle the legal representatives or heirs of 
such Person or any Securityholder for such Person to claim an accounting, 
take any action or bring any proceeding in any court for a partition or 
winding-up of the arrangements contemplated hereby, nor otherwise affect the 
rights, obligations and liabilities of the parties hereto or any of them.

              SECTION 10.2.   AMENDMENTS. (a) Except as otherwise provided in
this Declaration or by any applicable terms of the Trust Securities, this
Declaration may only be amended by a written instrument approved and executed
by:

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

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


                                      55

<PAGE>

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

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

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

              (ii)   unless, in the case of any proposed amendment which affects
       the rights, powers, duties, obligations or immunities of the Property
       Trustee, the Property Trustee shall have first received an Opinion of
       Counsel (who may be counsel to the Depositor or the Trust)  that such
       amendment is permitted by, and conforms to, the terms of this
       Declaration; and

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

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

                     (B)      cause the Trust to be taxable as a corporation;

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

                     (D)      cause the Trust to be deemed to be an Investment
              Company required to be registered under the 1940 Act.

       (c)    In the event the consent of the Property Trustee, as the Holder of
the Debentures, is required under the Subordinated Indenture with respect to any
amendment, modification or termination of the Subordinated Indenture or the
Debentures, the Property Trustee shall request the direction of the Holders of
the Trust Securities with respect to such amendment, modification or termination
and shall vote with respect to such amendment, modification or termination as
directed by a Majority in Liquidation Amount of the Trust Securities voting
together as a single class; PROVIDED, HOWEVER, that where a consent under the
Subordinated Indenture would require the consent of a Super Majority of the
Holders of Debentures the Property Trustee may only give such consent at the
direction of the Holders of at least the proportion in Liquidation Amount of the
Trust Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding; provided, further, that the
Property Trustee shall not be obligated to take any action in accordance with
the directions of the Holders of the Trust Securities under this Section 10.2(c)
unless the Property Trustee has obtained an Opinion of Counsel (which counsel
shall be independent tax counsel) to the effect that for United States federal
income tax purposes the Trust will continue to be classified as a grantor trust
after consummation of such action and each Holder will be treated as owning an
undivided beneficial ownership interest in the Debentures.


                                      56

<PAGE>

       (d)    At such time after the Trust has issued any Trust Securities that
remain outstanding, any amendment that would (i) adversely affect the powers,
preferences or special rights of the Trust Securities or (ii) provide for the
dissolution, winding-up or termination of the Trust other than pursuant to the
terms of this Declaration, may be effected only with the approval of the Holders
of at least a Majority in Liquidation Amount of the Trust Securities affected
thereby; provided, that if any amendment or proposal referred to in clause (i)
hereof would adversely affect only the Preferred Securities or the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in Liquidation Amount of such class of
Trust Securities.

       (e)    This Section 10.2 shall not be amended without the consent of all
of the Holders of the Trust Securities.

       (f)    Section 2.6(c) shall not be amended without the consent of the
Holders of a Majority in Liquidation Amount of the Common Securities.

       (g)    The rights of the Holders of the Common Securities under Article
VIII 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.

       (h)    Notwithstanding Section 10.2(c), this Declaration may be amended
without the consent of the Holders of the Trust Securities:

              (i)    to cure any ambiguity;

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

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

              (iv)   to conform to any change in the 1940 Act or written change
       in interpretation or application of the rules and regulations promulgated
       thereunder by any legislative body, court, government agency or
       regulatory authority;

              (v)    to conform to any change in the Trust Indenture Act or
       written change in interpretation or application of the rules and
       regulations promulgated thereunder by any legislative body, court,
       government agency or regulatory authority; or

              (vi)   to modify, eliminate and add to any provision of this
       Declaration to such extent as may be necessary;

provided, that such amendments do not have a material adverse effect on the
rights, preferences or privileges of the Holders.


                                      57

<PAGE>

              SECTION 10.3.   SEPARABILITY.  In case any provision in this
Declaration or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

              SECTION 10.4.   GOVERNING LAW.  THIS DECLARATION AND THE RIGHTS
AND OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND TRUSTEES WITH
RESPECT TO THIS DECLARATION IN THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD
TO ITS CONFLICT OF LAWS PRINCIPLES AND EXCLUDING SECTIONS 3540 AND 3561 OF TITLE
12 THEREOF.

              SECTION 10.5.   PAYMENTS DUE ON NON-BUSINESS DAY.  If the date
fixed for any payment on any Trust Security shall be a day which is not a
Business Day, then such payment need not be made on such date but may be made on
the next succeeding day which is a Business Day (except as otherwise provided in
Sections 4.1(a) and 4.2(d)), with the same force and effect as though made on
the date fixed for such payment, and no interest shall accrue thereon for the
period after such date.

              SECTION 10.6.   SUCCESSORS.  This Declaration shall be binding
upon and shall inure to the benefit of any successor to the Depositor, the Trust
or the Relevant Trustee, including any successor by operation of law.  Except in
connection with a transaction that is permitted under Article 8 of the
Subordinated Indenture and pursuant to which the assignee agrees in writing to
perform the Depositor's obligations hereunder, the Depositor shall not assign
its obligations hereunder.

              SECTION 10.7.   HEADINGS.  The Article and Section headings are
for convenience only and shall not affect the construction of this Declaration.

              SECTION 10.8.   REPORTS, NOTICES AND DEMANDS.  Any report, notice,
demand or other communications which by any provision of this Declaration is
required or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, first-class
postage prepaid, in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Holder of Preferred
Securities, to such Holder as such Holder's name and address may appear on the
Securities Register; and (b) in the case of the Holder of the Common Securities,
to Tower Automotive, Inc., 6303 28th Street S.E., Grand Rapids Michigan 49546.

              Any notice, demand or other communication which by any provision
of this Declaration is required or permitted to be given or served to or upon
the Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is published
by the Trust) as follows:  (a) with respect to the Property Trustee, to The
First National Bank of Chicago, (b) with respect to the Delaware Trustee, to
First Chicago, Delaware Inc., with a copy of any such notice to the Property
Trustee at its address above, and (c) with respect to the Administrative
Trustees, to them at the address for notices to the Depositor, marked
"Attention: Vice President - Treasurer."  Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust or the Property Trustee.


                                      58

<PAGE>

              SECTION 10.9.   AGREEMENT NOT TO PETITION.  Each of the Trustees
and the Depositor agrees for the benefit of the Securityholders that, until at
least one year and one day after the Trust has been dissolved in accordance with
Article 9, it shall not file, or join in the filing of, a petition against the
Trust under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law.  In the event the
Depositor takes action in violation of this Section 10.9, the Property Trustee
agrees, for the benefit of Securityholders, that, at the expense of the
Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be stopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert.  The provisions of this Section 10.9 shall survive the
dissolution of this Declaration.

              SECTION 10.10.  TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE
ACT.  (a)  This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration and shall, to the extent
applicable, be governed by such provisions.

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

       (c)    If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Declaration by
any of the provisions of the Trust Indenture Act, such required provision shall
control.  If any provision of this Declaration modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Declaration as so modified or
to be excluded, as the case may be.

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

              SECTION 10.11.  ACCEPTANCE OF TERMS OF DECLARATION, GUARANTEE AND
SUBORDINATED INDENTURE.  THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY
INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR BENEFICIAL OWNER,
WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A
BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF
THIS DECLARATION AND AGREEMENT TO SUBORDINATION PROVISIONS AND OTHER TERMS OF
THE GUARANTEE AND THE SUBORDINATED INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT
OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS
OF THIS DECLARATION SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS THE AGREEMENT
OF THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

              SECTION 10.12.  COUNTERPARTS.  This Declaration may contain more
than one counterpart of the signature page and this Declaration may be executed
by the affixing of the 


                                      59

<PAGE>


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.







                                      60

<PAGE>

              IN WITNESS WHEREOF, the parties hereto have caused this
Declaration to be duly executed as of the day and year first above written.

                                          TOWER AUTOMOTIVE, INC.,
                                          as Depositor

                                          By:    /s/ Anthony A. Barone
                                                 -------------------------------
                                          Name:  Anthony A. Barone
                                          Title: Vice President and Chief
                                                 Financial Officer



                                          THE FIRST NATIONAL BANK OF CHICAGO,
                                          as Property Trustee

                                          By:    /s/ Victoria Y. Douyon
                                                 -------------------------------
                                          Name:  Victoria Y. Douyon
                                                 -------------------------------
                                          Title: Vice President
                                                 -------------------------------



                                          FIRST CHICAGO DELAWARE INC.,
                                          as Delaware Trustee

                                          By:    /s/ L. Dillard
                                                 -------------------------------
                                          Name:  L. Dillard
                                                 -------------------------------
                                          Title: Vice President
                                                 -------------------------------


                                          /s/ Dugald K. Campbell
                                          --------------------------------------
                                          Dugald K. Campbell,
                                            as Administrative Trustee


                                          /s/ Anthony A. Barone
                                          --------------------------------------
                                          Anthony A. Barone,
                                            as Administrative Trustee


                                          /s/ James R. Lozelle
                                          --------------------------------------
                                          James R. Lozelle,
                                            as Administrative Trustee

<PAGE>

                                            EXHIBIT A -- Certificate of Trust of
                                                  Tower Automotive Capital Trust


                                 CERTIFICATE OF TRUST

                                          OF

                            TOWER AUTOMOTIVE CAPITAL TRUST

              THIS Certificate of Trust of Tower Automotive Capital Trust  (the
"Trust"), dated as of June 3, 1998, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 DEL. C. Section 3801 ET SEQ.).

              1.     NAME.  The name of the business trust formed hereby is
Tower Automotive Capital Trust.

              2.     DELAWARE TRUSTEE.  The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are First Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 1980.

              3.     EFFECTIVE DATE.  This Certificate of Trust shall be
effective upon filing.

       IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust as of the date first-above written.

                                          FIRST NATIONAL BANK OF CHICAGO, not in
                                          its individual capacity but solely as
                                          trustee of the Trust

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



                                          Anthony A. Barone, not in his
                                          individual capacity but solely as
                                          trustee of the Trust

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

                                       A-1
<PAGE>

                                                EXHIBIT B -- Form of Certificate

                                                            Depositary Agreement

                                       B-1
<PAGE>

                                       EXHIBIT C -- Form of Common Securities of
                                                  Tower Automotive Capital Trust


              THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE
SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE, IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS
OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.  IN CONNECTION
WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY PRIOR TO THE EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER
RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER
MUST DELIVER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS TOWER
AUTOMOTIVE, INC., THE TRUSTEE OR THE TRANSFER AGENT, AS APPLICABLE, MAY
REASONABLY REQUIRE 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.  THIS LEGEND WILL BE REMOVED AFTER THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED
HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT.

              THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO AN ENTITY WHOLLY
OWNED BY TOWER AUTOMOTIVE, INC. OR TO CERTAIN SUCCESSORS OF TOWER AUTOMOTIVE,
INC.


                                      C-1
<PAGE>

Certificate Number ____                      Number of Common Securities _____

                       Certificate Evidencing Common Securities
                                          of
                            Tower Automotive Capital Trust

                                  Common Securities
                     (Liquidation Amount $50 per Common Security)

              Tower Automotive Capital Trust, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Tower Automotive, Inc. (the "Holder") is the registered owner of ______________
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust (the "Common Securities").  Except as set forth in
Section 5.10 of the Declaration (as defined below), the Common Securities are
not transferable and any attempted transfer hereof shall be void.  The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Declaration of
Trust dated as of June 9, 1998, 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 therein.  The Holder is entitled to the benefits of the
Common Securities Guarantee Agreement entered into by Tower Automotive, Inc., a
Delaware corporation, and The First National Bank of Chicago, as Guarantee
Trustee, dated as of June 9, 1998 (the "Guarantee"), to the extent provided
therein.  The Trust will furnish a copy of the Declaration and the Guarantee to
the Holder without charge upon written request to the Trust at its principal
place of business or registered office.

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

                                     C-2
<PAGE>

              IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this 9th day of June, 1998.

                                   TOWER AUTOMOTIVE CAPITAL TRUST


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



                   PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:
       --------------------


                                   THE FIRST NATIONAL BANK OF CHICAGO,
                                   as Property Trustee



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

                                     C-3
<PAGE>

                                    EXHIBIT D -- Form of Preferred Securities of
                                                  Tower Automotive Capital Trust


              This Preferred Security is a Book-Entry Preferred Securities
Certificate within the meaning of the Declaration hereinafter referred to and is
registered in the name of The Depository Trust Company ("DTC") or a nominee of
DTC.  This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than DTC 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 DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of
DTC) may be registered except in limited circumstances.

              Unless this certificate is presented by an authorized
representative of DTC, to Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

              THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT
RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK,
IF ANY, ISSUABLE UPON CONVERSION OR EXCHANGE OF SUCH SECURITY EXCEPT (A) TO
TOWER AUTOMOTIVE, INC. OR A SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, OR (C) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE) AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
SECURITY EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY
PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
REVERSE HEREOF 

                                      D-1
<PAGE>

RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE 
TRUSTEE FOR THE PREFERRED SECURITIES OR THE DEBENTURES, AS THE CASE MAY BE 
(OR, IF THIS CERTIFICATE EVIDENCES COMMON STOCK, SUCH HOLDER MUST FURNISH TO 
THE TRANSFER AGENT), TOGETHER WITH SUCH CERTIFICATIONS, LEGAL OPINIONS OR 
OTHER INFORMATION AS TOWER AUTOMOTIVE, INC., THE TRUSTEE OR THE TRANSFER 
AGENT, AS APPLICABLE, MAY REASONABLY REQUIRE 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. THIS LEGEND WILL BE 
REMOVED AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE 
SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT.

                                     D-2
<PAGE>

Certificate Number ____                   Number of Preferred Securities ______

                                 CUSIP NO. 891706202

                     CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                          OF
                            TOWER AUTOMOTIVE CAPITAL TRUST


                        6 3/4% Convertible Preferred Securities
                   (Liquidation Amount $50 per Preferred Security)

              Tower Automotive Capital Trust, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
__________________ (the "Holder") is the registered owner of _______ preferred
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the Tower Automotive Capital Trust 63/4%
Convertible Preferred Securities (Liquidation Amount $50 per Preferred Security)
(the "Preferred Securities").  Except to the extent set forth in 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 as provided in
Section 5.4 of the Declaration (as defined below).  The designations, rights,
privileges, restrictions, preferences and other terms and provisions of
the Preferred Securities are set forth in, and this certificate and the
Preferred Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Declaration of
Trust dated as of June 9, 1998 as the same may be amended from time to time (the
"Declaration") including the designation of the terms of Preferred Securities as
set forth therein.  The Holder is entitled to the benefits of the Guarantee
Agreement entered into by Tower Automotive, Inc., a Delaware corporation, and
The First National Bank of Chicago, as Guarantee Trustee, dated as of June 9,
1998 (the "Guarantee"), to the extent provided therein.  The Trust will furnish
a copy of the Declaration and the Guarantee to the Holder without charge upon
written request to the Trust at its principal place of business or registered
office.

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

                                     D-3
<PAGE>

              IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this 9th day of June 1998.


                                   TOWER AUTOMOTIVE CAPITAL TRUST



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



                   PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:
       ----------------------


                                   THE FIRST NATIONAL BANK OF CHICAGO,
                                   as Property Trustee


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


                                     D-4

<PAGE>


                                   ASSIGNMENT FORM

              To assign this Preferred Security, fill in the form below:

              (i) or (we) assign and transfer this Preferred Security to

-------------------------------------------------------------------------------
                 (Insert assignee's social security or tax I.D. no.)

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

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

-------------------------------------------------------------------------------
                (Print or type assignee's name, address and zip code)

and irrevocably appoint _______________________________________________________
agent to transfer this Preferred Security on the books of the Company.  The
agent may substitute another to act for him.


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

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


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

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



-------------------------
    *         Signature must be guaranteed by an institution which is a member
              of one of the following recognized Signature Guaranty Programs:
              (i) The Securities Transfer Agent Medallion Program (STAMP); (ii)
              The New York Stock Exchange Medallion Program (MSP); (iii) The
              Stock Exchange Medallion Program (SEMP); or (iv) in such other
              guarantee programs acceptable to the Trustee.


                                      D-5
<PAGE>

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

CHECK ONE BOX BELOW

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

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

       (3)    / /    transferred pursuant to another available exemption from
                     the registration requirements of the Securities Act of
                     1933; or

       (4)    / /    transferred pursuant to an effective Registration Statement
                     under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Preferred Securities  evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if box
(3) is checked, the Trustee may require, prior to registering any such transfer
of the Securities such legal opinions, certifications and other information as
the Company has reasonably requested in writing and directed the Trustee to
require confirmation that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933, such as the exemption provided by Rule 144 under such
Act; PROVIDED, FURTHER, that after the date that a shelf Registration Statement
under the Securities Act of 1933 has been filed and so long as such shelf
Registration Statement continues to be effective, the Trustee may only permit
transfers for which box (4) has been checked.


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

Signature Guarantee:*

----------------------------------        -----------------------------
Signature must be guaranteed              Signature

---------------------
    (*)       Signature must be guaranteed by an institution which is a member
              of one of the following recognized Signature Guaranty Programs:
              (i) The Securities Transfer Agent Medallion Program (STAMP); (ii)
              The New York Stock Exchange Medallion Program (MSP); (iii) The
              Stock Exchange Medallion Program (SEMP); or (iv) in such other
              guarantee programs acceptable to the Trustee.

                                     D-6
<PAGE>

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

Dated:
       ------------------------   ----------------------------------------------
                                  NOTICE: To be executed by an executive officer


                [TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

              The undersigned represents and warrants that it is purchasing this
Preferred Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


Dated:
       ------------------------   ----------------------------------------------
                                  NOTICE: To be executed by an executive 
                                          officer]

                                     D-7
<PAGE>

                         TO BE ATTACHED TO GLOBAL CERTIFICATE

                                      SCHEDULE A

              The initial Liquidation Amount of this Global Certificate shall be
$258,750,000.  The following increases or decreases in the Liquidation Amount of
this Global Certificate have been made:

<TABLE>
<CAPTION>
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                         Amount of increase in                                  Liquidation Amount
                         Liquidation Amount of          Amount of decrease      of this Global              Signature of
                         this Global Certificate        in Liquidation          Certificate                 authorized officer
                         including upon exercise        Amount of this          following such              of Trustee or
  Date Made              of over-allotment option       Global Certificate      decrease or increase        Securities Custodian
----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                            <C>                     <C>                         <C>

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</TABLE>

<PAGE>

                                                EXHIBIT E -- Form of Restricted
                                                         Securities Certificate


                          RESTRICTED SECURITIES CERTIFICATE

                    (For transfers pursuant to Sections 5.4(b)(i)
                             and (ii) of the Declaration)


[Property Trustee]


Attention:  Corporate Trust Department

       Re:    6 3/4% Trust Convertible Preferred Securities of
              TOWER AUTOMOTIVE CAPITAL TRUST (THE "SECURITIES")

              Reference is made to the Amended and Restated Declaration of
Trust, dated as of June 9, 1998 (as amended from time to time, the
"Declaration"), among Tower Automotive, Inc. (the "Company"), The First National
Bank of Chicago, First Chicago Delaware, Inc., the Administrative Trustees named
therein and the holders, from time to time, of undivided beneficial interests in
the assets of the Trust.  Terms used herein and defined in the Declaration or in
Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities
Act") are used herein as so defined.

              This certificate relates to _________ shares of Securities, which
are evidenced by the following certificate(s) (the "Specified Securities"):

              CUSIP No(s).:
                            -------------------------------------

              CERTIFICATE No(s).:
                                  -------------------------------

              The Person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so.
Such beneficial owner or owners are referred to herein collectively as the
"Owner."  If the Specified Securities are represented by a Global Certificate,
they are held through the Clearing Agency or participant in the name of the
Undersigned, as or on behalf of the Owner.  If the Specified Securities are not
represented by a Global Certificate, they are registered in the name of the
Undersigned, as or on behalf of the Owner.

                                     D-1
<PAGE>

              The Owner has requested that the Specified Securities be
transferred to a person (the "Transferee") who will take delivery in the form of
a Restricted Security.  In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 144A or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdictions.  Accordingly, the Owner hereby further certifies as follows:

              (1)    Rule 144A Transfers.  If the transfer is being effected in
accordance with Rule 144A:

              (A)    the Specified Securities are being transferred to a person
       that the Owner and any person acting on its behalf reasonably believe is
       a "qualified institutional buyer" within the meaning of Rule 144A,
       acquiring for its own account or for the account of a qualified
       institutional buyer; and

              (B)    the Owner and any person acting on its behalf have taken
       reasonable steps to ensure that the Transferee is aware that the Owner
       may be relying on Rule 144A in connection with the transfer; and

              (2)    Rule 144 Transfers.  If the transfer is being effected
pursuant to Rule 144:

              (A)    the transfer is occurring after a holding period of at
       least one year (computed in accordance with paragraph (d) of Rule 144)
       has elapsed since the Specified Securities were last acquired from the
       Trust or from an affiliate of the Trust, whichever is later, and is being
       effected in accordance with the applicable amount, manner of sale, and
       notice requirements of rule 144; or

              (B)    the transfer is occurring after a holding period of at
       least two years has elapsed since the Specified Securities were last
       acquired from the Trust or from an affiliate of the Trust, whichever is
       later, and the Owner is not, and during the preceding three months has
       not been, an affiliate of the Trust.

       This certificate and the statements contained herein are made for your
benefit and benefit of the Trust and the Purchasers.

Dated:
       -------------------------

                                   (Print the name of the Undersigned, as such
                                   term is defined in the second paragraph of
                                   this certificate.)

                                     D-2
<PAGE>

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

                                          (If the Undersigned is a corporation,
                                          partnership or fiduciary, the title of
                                          the person signing on behalf of the
                                          Undersigned must be stated.)



                                     D-3
<PAGE>

                                               EXHIBIT F -- Form of Unrestricted
                                                          Securities Certificate


                         UNRESTRICTED SECURITIES CERTIFICATE

          (For removal of Securities Act Legends pursuant to Section 5.4(c))


[Property Trustee]

Attention:  Corporate Trust Department

        Re:   6 3/4% Trust Convertible Preferred Securities of
              TOWER AUTOMOTIVE CAPITAL TRUST (THE "SECURITIES")

              Reference is made to the Amended and Restated Declaration of
Trust, dated as of June 9, 1998 (as amended from time to time, the
"Declaration"), among Tower Automotive, Inc. (the "Company"), The First National
Bank of Chicago, First Chicago Delaware, Inc., the Administrative Trustees named
therein and the holders, from time to time, of undivided beneficial interests in
the assets of the Trust.  Terms used herein and defined in the Declaration or in
Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities
Act") are used herein as so defined.

              This certificate relates to ________________ shares of Securities,
which are evidenced by the following certificate(s) (the "Specified
Securities"):

              CUSIP No(s).:
                                    --------------------------------
 
              CERTIFICATE No(s).:
                                    --------------------------------

              The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so.
Such beneficial owner or owners are referred to herein collectively as the
"Owner."  If the Specified Securities are represented by a Global Certificate,
they are held through the Clearing Agency or participant in the name of the
Undersigned, as or on behalf of the Owner.  If the Specified Securities are not
represented by a Global Certificate, they are registered in the name of the
Undersigned as or on behalf of the Owner.

              The Owner has requested that the Specified Securities be exchanged
for Securities bearing no Securities Act Legend pursuant to Section 5.4(c) of
the Declaration.  In connection with such exchange, the Owner hereby certifies
that the exchange is occurring after a holding period of at least two years
(computed in accordance with paragraph (d) of Rule 144) has elapsed since the

                                     D-1
<PAGE>

Specified Securities were last acquired from the Trust or from an affiliate of
the Trust, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Trust.  The Owner also
acknowledges that any future transfers of the Specified Securities must comply
with all applicable securities laws of the states of the United States and other
jurisdictions.

              This certificate and the statements contained herein are made for
your benefit and the benefit of the Trust and the Purchasers.

Dated:
       --------------------------

                                   (Print the name of the Undersigned, as such
                                   term is defined in the second paragraph of
                                   this certificate.)


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


                                          (If the Undersigned is a corporation,
                                          partnership or fiduciary, the title of
                                          the person signing on behalf of the
                                          Undersigned must be stated.)

                                     D-2
<PAGE>

                                              EXHIBIT G -- Notice of Conversion


                                 NOTICE OF CONVERSION

To:    The First National Bank of Chicago,
       as Property Trustee of
       Tower Automotive Capital Trust



              The undersigned owner of these Preferred Securities hereby
irrevocably exercises the option to convert these Preferred Securities, or the
portion below designated, into Common Stock of Tower Automotive, Inc. (the
"Tower Common Stock") in accordance with the terms of the Amended and Restated
Declaration of Trust (as amended from time to time, the "Declaration"), dated
as of June 9, 1998, by Dugald K. Campbell, Anthony A. Barone and James R.
Lozelle, as Administrative Trustees, First Chicago Delaware Inc., as Delaware
Trustee, The First National Bank of Chicago, as Property Trustee, Tower
Automotive, Inc., as Depositor, and by the Holders, from time to time, of
undivided beneficial interests in the assets of the Trust to be issued pursuant
to the Declaration.  Pursuant to the aforementioned exercise of the option to
convert these Preferred Securities, the undersigned hereby directs the
Conversion Agent (as that term is defined in the Declaration) to (i) exchange
such Preferred Securities for a portion of the Debentures (as that term is
defined in the Declaration) held by the Trust (at the rate of exchange specified
in the terms of the Preferred Securities set forth in the Declaration) and (ii)
immediately convert such Debentures on behalf of the undersigned, into Tower
Common Stock (at the conversion rate specified in the terms of the Preferred
Securities set forth in the Declaration).

              The undersigned does also hereby direct the Conversion Agent that
the shares issuable and deliverable upon conversion, together with any check in
payment for fractional shares, be issued in the name of and delivered to the
undersigned, unless a different name has been indicated in the assignment below.
If shares are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto.

                                      D-1
<PAGE>

Date: ________________________

       in whole _____              in part _____

                                   Number of Preferred Securities to be
                                   converted:
                                   ___________________________________________

                                   If a name or names other than the
                                   undersigned, please indicate in the spaces
                                   below the name or names in which the shares
                                   of Tower Common Stock are to be issued, along
                                   with the address or addresses of such person
                                   or persons
                                   ___________________________________________
                                   ___________________________________________
                                   ___________________________________________
                                   ___________________________________________
                                   ___________________________________________
                                   ___________________________________________

                                   ___________________________________________
                                   Signature (for conversion only)

                                   Please Print or Typewrite Name and Address,
                                   Including Zip Code, and Social Security or
                                   Other Identifying Number
                                   ___________________________________________
                                   ___________________________________________
                                   ___________________________________________

       Signature Guarantee:**      ___________________________________________




-----------------------
    (**)     (Signature must be guaranteed by an institution which is a
member of the following recognized Signature Guaranty Programs:  (i) The
Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program
(SEMP); or (iv) in such other guarantee programs acceptable to the
Trustee.

                                      D-2