Amended and Restated

                    Trust Agreement for PSEG Funding Trust I

                                      among

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

                                 (as Depositor)

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                              (as Property Trustee)

                  WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION

                              (as Delaware Trustee)

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                                   Dated as of

                               September 10, 2002

<PAGE>



                              CROSS REFERENCE TABLE

Trust Indenture                                                      Section of
  Act Section                                                        Declaration

ss.310(a)(1)................................................................7.07
       (a)(2)...............................................................7.07
       (a)(3)...............................................................7.09
       (a)(4)........................................................2.07(a)(ii)
       (b)..................................................................7.08
ss.311(a)...................................................................7.13
       (b)..................................................................7.13
ss.312(a)...................................................................5.07
       (b)..................................................................5.07
       (c)..................................................................5.07
ss.313(a)...................................................................7.14
       (b)..................................................................7.14
       (c)..................................................................7.14
       (d)..................................................................7.14
ss.314(a)...................................................................7.15
       (b)........................................................Not Applicable
       (c)(1).........................................................7.16, 7.17
       (c)(2).........................................................7.16, 7.17
       (c)(3).....................................................Not Applicable
       (d)........................................................Not Applicable
       (e)................................................................. 7.17
ss.315(a).......................................................7.01(a), 7.03(a)
       (b)...........................................................7.02, 10.08
       (c)...............................................................7.01(a)
       (d)............................................................7.01, 7.03
       (e)........................................................Not Applicable
ss.316(a).........................................................Not Applicable
       (a)(1)(A)..................................................Not Applicable
       (a)(1)(B)..................................................Not Applicable
       (a)(2).....................................................Not Applicable
       (b)........................................................Not Applicable
       (c)........................................................Not Applicable
ss.317(a)(1)......................................................Not Applicable
       (a)(2).....................................................Not Applicable
       (b)..................................................................5.09
ss.318(a)..................................................................10.10

----------

      Note: This reconciliation and tie sheet shall not, for any purpose, be
deemed to be a part of the Declaration.


                                       i
<PAGE>

<TABLE>
<S>                                                                                <C>
                                    ARTICLE I
                                  Defined Terms


Section 1.01.   Definitions.........................................................1

                                   ARTICLE II
                            Continuation of the Trust

Section 2.01.   Name...............................................................14
Section 2.02.   Office of the Delaware Trustee; Principal Place of Business........14
Section 2.03.   Initial Contribution of Trust Property; Expenses of the Trust......15
Section 2.04.   Issuance of the Trust Securities...................................15
Section 2.05.   Purchase of Notes..................................................16
Section 2.06.   Declaration of Trust...............................................16
Section 2.07.   Authorization to Enter into Certain Transactions...................16
Section 2.08.   Assets of Trust....................................................20
Section 2.09.   Title to Trust Property............................................20

                                   ARTICLE III
                                 Payment Account

Section 3.01.   Payment Account....................................................20

                                   ARTICLE IV
                            Distributions; Redemption

Section 4.01.   Distributions......................................................21
Section 4.02.   Redemption.........................................................23
Section 4.03.   Subordination of Common Securities.................................25
Section 4.04.   Payment Procedures.................................................26
Section 4.05.   Tax Returns and Reports............................................26
Section 4.06.   Payments under Indenture...........................................26

                                    ARTICLE V
                          Trust Securities Certificates

Section 5.01.   Initial Ownership..................................................26
Section 5.02.   The Trust Securities Certificates..................................26
Section 5.03.   Delivery of Trust Securities Certificates..........................27
Section 5.04.   Registration of Transfer and Exchange of Preferred Securities
                Certificates; Common Securities Certificates.......................27
Section 5.05.   Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.28
Section 5.06.   Persons Deemed Securityholders.....................................28
Section 5.07.   Access to List of Securityholders' Names and Addresses.............29
Section 5.08.   Maintenance of Office or Agency....................................29
Section 5.09.   Appointment of Paying Agent........................................29
Section 5.10.   Preferred Securities Certificates; Common Securities Certificate...30
Section 5.11.   Definitive Preferred Securities Certificates.......................30
Section 5.12.   Rights of Securityholders..........................................31
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                <C>
Section 5.13.   Initial Remarketing................................................31
Section 5.14.   Secondary Remarketing..............................................33
Section 5.15.   Option to Put Preferred Securities upon Failed Secondary
                Remarketing........................................................36


                                   ARTICLE VI
                    Acts of Securityholders; Meetings; Voting

Section 6.01.   Limitations on Voting Rights.......................................36
Section 6.02.   Notice of Meetings.................................................37
Section 6.03.   Meetings of Holders of the Preferred Securities....................37
Section 6.04.   Voting Rights......................................................38
Section 6.05.   Proxies, etc.......................................................38
Section 6.06.   Securityholder Action by Written Consent...........................38
Section 6.07.   Record Date for Voting and Other Purposes..........................38
Section 6.08.   Acts of Securityholders............................................38
Section 6.09.   Inspection of Records..............................................39

                                   ARTICLE VII
                                  The Trustees

Section 7.01.   Certain Duties and Responsibilities................................39
Section 7.02.   Notice of Defaults; Direct Action by Securityholders...............40
Section 7.03.   Certain Rights of Property Trustee.................................41
Section 7.04.   Not Responsible for Recitals or Issuance of Securities.............42
Section 7.05.   May Hold Securities................................................42
Section 7.06.   Compensation; Indemnity; Fees......................................43
Section 7.07.   Corporate Property Trustee Required; Eligibility of Trustees.......43
Section 7.08.   Conflicting Interests..............................................44
Section 7.09.   Co-Trustees and Separate Trustee...................................44
Section 7.10.   Resignation and Removal; Appointment of Successor..................45
Section 7.11.   Acceptance of Appointment by Successor.............................46
Section 7.12.   Merger, Conversion, Consolidation or Succession to Business........47
Section 7.13.   Preferential Collection of Claims Against Depositor or Trust.......47
Section 7.14.   Reports by Property Trustee........................................47
Section 7.15.   Reports to the Property Trustee....................................48
Section 7.16.   Evidence of Compliance with Conditions Precedent...................48
Section 7.17.   Statements Required in Officers' Certificate and
                Opinion of Counsel.................................................48
Section 7.18.   Number of Trustees.................................................48
Section 7.19.   Delegation of Power................................................49
Section 7.20.   Voting.............................................................49

                                  ARTICLE VIII
                           Dissolution and Liquidation

Section 8.01.   Dissolution Upon Expiration Date...................................49
Section 8.02.   Early Termination..................................................49
Section 8.03.   Termination........................................................50
Section 8.04.   Winding Up.........................................................50
</TABLE>


                                       iii
<PAGE>

<TABLE>
<S>                                                                                <C>
                                   ARTICLE IX
                                  Mergers, Etc.

Section 9.01.   Mergers, Consolidations, Amalgamations or Replacements
                of the Trust.......................................................51

                                    ARTICLE X
                            Miscellaneous Provisions

Section 10.01.  Limitation of Rights of Securityholders............................52
Section 10.02.  Amendment..........................................................52
Section 10.03.  Severability.......................................................53
Section 10.04.  Governing Law......................................................53
Section 10.05.  Payments Due on Non-Business Day...................................54
Section 10.06.  Successors and Assigns.............................................54
Section 10.07.  Headings...........................................................54
Section 10.08.  Reports, Notices and Demands.......................................54
Section 10.09.  Agreement Not to Petition..........................................55
Section 10.10.  Trust Indenture Act; Conflict with Trust Indenture Act.............55
Section 10.11.  Acceptance of Terms of Declaration, Guarantee and
                Indenture..........................................................55

EXHIBIT A Certificate of Trust.....................................................A-1

EXHIBIT B Certificate Evidencing Common Securities.................................B-1

EXHIBIT C Certificate Evidencing Preferred Securities..............................C-1
</TABLE>


                                       iv
<PAGE>

      AMENDED AND RESTATED TRUST AGREEMENT of PSEG Funding Trust I (the
"Trust"), dated as of September 10, 2002, among (i) Public Service Enterprise
Group Incorporated, a New Jersey corporation (the "Depositor"), (ii) Wachovia
Bank, National Association (formerly known as First Union National Bank), a
banking association organized under the laws of the United States, as trustee
(the "Property Trustee"), (iii) Wachovia Trust Company, National Association
(formerly known as First Union Trust Company, National Association), a banking
association organized under the laws of the United States (the "Delaware
Trustee"), (iv) Mark G. Kahrer, Morton A. Plawner and Fred F. Saunders (the
"Administrative Trustees") (the Property Trustee, the Delaware Trustee and the
Administrative Trustees are referred to collectively as the "Trustees"), and (v)
the several Holders, as hereinafter defined.

                                   WITNESSETH:

      WHEREAS, the Depositor, the Delaware Trustee and one of the Administrative
Trustees named in the Original Declaration have heretofore duly declared and
established a statutory trust pursuant to the Delaware Statutory Trust Act by
entering into a Trust Agreement, dated as of March 18, 2002 (the "Original
Declaration"), and by executing and filing with the Secretary of State of the
State of Delaware a Certificate of Trust on March 18, 2002, a form of which is
attached hereto as Exhibit A; 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 of the Common Securities, as hereinafter defined, by
the Trust to the Depositor, (ii) the issuance and sale of the Preferred
Securities, as hereinafter defined, by the Trust pursuant to the Underwriting
Agreement, as hereinafter defined, and (iii) the acquisition by the Trust from
the Depositor of the Notes, as hereinafter defined.

      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 party and
for the benefit of the Securityholders, as hereinafter defined, hereby amends
and restates the Original Declaration in its entirety and agrees as follows:

                                    ARTICLE I
                                  Defined Terms

      Section 1.01. Definitions. For all purposes of this Declaration, except as
otherwise expressly provided or unless the context otherwise requires:

      (a) each term defined in this Article I has the meaning assigned to it in
this Article I and includes the plural as well as the singular;

      (b) each of the other terms used herein that is defined in the Trust
Indenture Act, either directly or by reference therein, has the meaning assigned
to it therein;

      (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

<PAGE>

      (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.

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

      "Act" has the meaning specified in Section 6.08.

      "Administrative Trustee" means each individual identified as an
"Administrative Trustee" in the preamble to this Declaration, solely in his/her
capacity as Administrative Trustee of the Trust and not in his/her individual
capacity, or such Administrative Trustee's successor in interest in such
capacity, or any successor 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. 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 Ownership Interest" means, with respect to a Corporate Unit
that includes the Treasury Portfolio, (A) a 5% undivided beneficial ownership
interest in a $1,000 face amount of a principal or interest strip in a U.S.
treasury security included in such Treasury Portfolio that matures on or prior
to November 15, 2005, and (B) for each scheduled Distribution Date on the
Preferred Securities that occurs after the Tax Event Redemption Date or, in the
event that the Preferred Securities are successfully remarketed on the Initial
Remarketing Date, after the Initial Reset Date and on or prior to November 16,
2005, an undivided beneficial ownership interest in a $1,000 face amount of a
principal or interest strip in a U.S. treasury security included in such
Treasury Portfolio that matures prior to such date in an aggregate amount equal
to the Distribution on a Preferred Security that would have been due on such
Distribution Date assuming (1) no reset of the Distribution rate on the
Preferred Securities on the Reset Effective Date, and (2) in the case of the
Treasury Portfolio to be purchased on the Initial Reset Date, that if a
Distribution is payable on the Preferred Securities on the Initial Reset Date,
that the Distribution payable on the next following Distribution Date on the
Preferred Securities includes only Distributions accumulated from and including
the Initial Reset Date to but excluding such Distribution Date.

      "Applicable Principal Amount" means either

      (A) in connection with a Tax Event Redemption Date that occurs prior to

            (1)   the Initial Reset Date, or

            (2)   in the event of a Failed Initial Remarketing, the Purchase
                  Contract Settlement Date,


                                       2
<PAGE>

      the aggregate principal amount of the Notes corresponding to the aggregate
Liquidation Amount of the Preferred Securities that are components of the
Corporate Units on the Tax Event Redemption Date, or

      (B) in connection with a Tax Event Redemption Date that occurs on or after

            (1)   the Initial Reset Date or

            (2)   in the event of a Failed Initial Remarketing Date, the
                  Purchase Contract Settlement Date,

     the aggregate principal amount of the Notes corresponding to the aggregate
     Liquidation Amount of the Preferred Securities Outstanding on such Tax
     Event Redemption Date.

      "Appropriate Benchmark Treasury" means direct obligations of the United
States (which may be obligations traded on a when-issued basis only) having a
maturity comparable to the remaining term to mandatory redemption of the
Preferred Securities, as agreed upon by the Notes Issuer and the Reset Agent.
The rate for the Appropriate Benchmark Treasury will be the bid side rate
displayed at 10:00 A.M., New York City time, on the Initial Remarketing Date in
the Telerate system (or if the Telerate system is (a) no longer available on the
Initial Remarketing Date or (b) in the opinion of the Reset Agent (after
consultation with the Notes Issuer), no longer an appropriate system from which
to obtain such rate, such other nationally recognized quotation system as, in
the opinion of the Reset Agent (after consultation with the Notes Issuer) is
appropriate). If such rate is not so displayed, the rate for the Appropriate
Benchmark Treasury shall be, as calculated by the Reset Agent, the yield to
maturity for the Appropriate Benchmark Treasury, expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis, and computed by taking the arithmetic mean of the secondary market bid
rates, as of 10:30 A.M., New York City time, on the Initial Remarketing Date of
three leading United States government securities dealers selected by the Reset
Agent (after consultation with the Notes Issuer) (which may include the Reset
Agent or an Affiliate thereof).

      "Bankruptcy Event" means, with respect to any Person, the occurrence of
any of the following events:

      (a)   Such Person, pursuant to or within the meaning of any Bankruptcy
            Law:

            (i)   commences a voluntary case or proceeding;

            (ii)  consents to the entry of an order for relief against it in an
                  involuntary case or proceeding;

            (iii) consents to the appointment of a Custodian, as hereinafter
                  defined, of it or for all or substantially all of its
                  property, and such Custodian is not discharged within 60 days;

            (iv)  makes a general assignment for the benefit of its creditors;
                  or


                                       3
<PAGE>

            (v)   admits in writing its inability to pay its debts generally as
                  they become due; or

      (e) A court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

            (i)   is for relief against such Person in an involuntary case or
                  proceeding;

            (ii)  appoints a Custodian of such Person for all or substantially
                  all of its properties;

            (iii) orders the liquidation of such Person;

            (iv)  and in each case the order or decree remains unstayed and in
                  effect for 60 days.

      "Bankruptcy Laws" means Title 11 of the United States Code, or similar
federal or state law for the relief of debtors.

      "Board Resolution" means (i) a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors or a committee established thereby and to
be in full force and effect on the date of such certification or (ii) a
certificate signed by the authorized officer or officers of the Depositor to
whom the Depositor's Board of Directors or a committee established thereby has
delegated its authority, and in each case, delivered to the Trustees.

      "Book-Entry Preferred Securities Certificates" means certificates
representing Preferred Securities issued in global, fully registered form with
the Clearing Agency as described in Section 5.10.

      "Business Day" means any day other than a Saturday or Sunday, or any other
day on which banking institutions in The City of New York are permitted or
required by any applicable law to close.

      "Cash Settlement" has the meaning specified in the Purchase Contract
Agreement.

      "Certificate Depository Agreement" means the agreement among the Trust,
the Property Trustee and The Depository Trust Company, as the initial Clearing
Agency, dated as of or prior to the Closing Date, relating to the Book-Entry
Preferred Securities Certificates, as the same may be amended and supplemented
from time to time.

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

      "Clearing Agency Participant" means a member of, or participant in, the
Clearing Agency.


                                       4
<PAGE>

      "Closing Date" means the Closing Time as defined in the Underwriting
Agreement, which date is also the date of execution and delivery of this
Declaration.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Collateral Agent" means The Bank of New York as Collateral Agent under
the Pledge Agreement until a successor Collateral Agent shall have become such
pursuant to the applicable provisions of the Pledge Agreement, and thereafter
"Collateral Agent" shall mean the Person who is then the Collateral Agent
thereunder.

      "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 Declaration 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 Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $50 and having the terms provided
therefor in this Declaration, any Annex hereto and the certificate representing
such interest, including the right to receive Distributions and a Liquidation
Distribution as provided herein.

      "Common Securities Certificate" means a certificate evidencing ownership
of Common Securities, substantially in the form attached hereto as Exhibit B.

      "Common Securities Purchase Agreement" means the Common Securities
Purchase Agreement, dated as of September 10, 2002, between the Depositor and
the Trust.

      "Corporate Trust Office" means the corporate trust office of the Property
Trustee located in the State of New Jersey which at the date hereof is 21 South
Street, Morristown, New Jersey 07960.

      "Corporate Unit" has the meaning specified in the Purchase Contract
Agreement.

      "Creditor" has the meaning specified in Section 2.03.

      "Custodial Agent" means The Bank of New York as Custodial Agent under the
Pledge Agreement until a successor Custodial Agent shall have become such
pursuant to the applicable provisions of the Pledge Agreement, and thereafter
"Custodial Agent" shall mean the Person who is then the Custodial Agent
thereunder.

      "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator, custodian or similar official under any Bankruptcy Law.

      "Declaration" means this Amended and Restated Trust Agreement, 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 Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act that are


                                       5
<PAGE>

deemed to be a part of and govern this Trust Agreement and any such
modification, amendment or supplement, respectively.

      "Definitive Preferred Securities Certificates" means certificates
representing Preferred Securities issued in certificated, fully registered form
as described in Sections 5.10 and 5.11.

      "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C.ss.3801, et seq., as it may be amended from time to
time.

      "Delaware Trustee" means the entity 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 trustee appointed as herein provided.

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

      "Distribution Date" has the meaning specified in Section 4.01(a).

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 4.01.

      "Event of Default" means the occurrence of a Note Event of Default
(whatever the reason for such 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).

      "Expiration Date" has the meaning specified in Section 8.01.

      "Extension Period" means the period or periods in which pursuant to the
Indenture payments of interest on the Notes are deferred by extending the
interest payment periods thereof.

      "Failed Initial Remarketing" has the meaning specified in Section 5.13.

      "Failed Secondary Remarketing" has the meaning specified in Section 5.14.

      "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor to Wachovia Bank, National Association, a banking association
organized under the laws of the United States, as trustee thereunder,
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.

      "Indenture" means the Indenture, dated as of November 1, 1998, between the
Depositor and the Indenture Trustee, as trustee thereunder, as amended by the
First Supplemental Indenture, dated as of September 10, 2002, and as further
amended or supplemented from time to time.

      "Indenture Trustee" means Wachovia Bank, National Association, a banking
association organized under the laws of the United States, in its capacity as
trustee under the


                                       6
<PAGE>

Indenture, or any successor thereto, appointed in accordance with the terms and
provisions of the Indenture.

      "Initial Remarketing" means the Remarketing of the Preferred Securities on
the Initial Remarketing Date.

      "Initial Remarketing Date" means the third Business Day immediately
preceding the Initial Reset Date.

      "Initial Reset Date" means any Business Day selected by the Depositor in
its sole discretion during the period commencing May 16, 2005 through August 16,
2005 upon not less than eight (8) Business Days' prior written notice to the
Remarketing Agent; provided that, in the event that the Depositor does not
select an Initial Reset Date, the Initial Reset Date shall be August 16, 2005.

      "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.

      "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having an aggregate Liquidation Amount equal to the aggregate
principal amount of Notes to be repaid in accordance with the Indenture and (b)
with respect to a distribution of Notes to Holders of Trust Securities in
connection with a dissolution of the Trust, Notes having an aggregate principal
amount equal to the aggregate Liquidation Amount of the Trust Securities in
exchange for which such Notes are distributed.

      "Liquidation Amount" means the liquidation amount of $50 per Trust
Security.

      "Liquidation Date" means the date on which Notes are to be distributed to
Holders of Trust Securities in connection with a dissolution of the Trust
pursuant to Section 8.04(a).

      "Liquidation Distribution" has the meaning specified in Section 8.04(d).

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

      "Note Event of Default" means an "Event of Default" as defined in the
Indenture with respect to the Notes.

      "Notes Issuer" means Public Service Enterprise Group Incorporated or any
successor entity under the Indenture in a merger, consolidation, or conveyance,
transfer or lease of its properties and assets substantially as an entirety, in
its capacity as issuer of the Notes under the Indenture.

      "Notes Purchase Agreement" means the Notes Purchase Agreement, dated as of
September 10, 2002, between the Notes Issuer and the Trust.


                                       7
<PAGE>

      "Note Redemption Date" means "Redemption Date" as defined in the Indenture
with respect to a Tax Event Redemption.

      "Officers' Certificate" means a certificate signed by two of the following
persons: the Chairman, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Depositor.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Depositor or an Affiliate of
the Depositor and who shall be acceptable to the Property Trustee.

      "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 represented by Trust Securities
Certificates theretofore authenticated, executed and delivered under this
Declaration, except:

      (a) Trust Securities evidenced by Trust Securities Certificates
theretofore cancelled by the Administrative Trustees or delivered to the
Administrative Trustees for cancellation or deemed cancelled pursuant to the
provisions of this Declaration;

      (b) Trust Securities for whose 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 evidenced by Trust Securities Certificates in
exchange for or in lieu of which other Trust Securities Certificates have been
authenticated, executed and delivered pursuant to Section 5.05, other than any
such Trust Securities Certificates in respect of which there shall have been
presented to the Property Trustee proof satisfactory to it that such Trust
Securities Certificates are held by a protected purchaser in whose hands the
Trust Securities evidenced by such Trust Securities Certificates are valid
obligations of the Trust; and

      (d) as provided in Section 8.04(c);

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred 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 in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities which such Trustee actually knows to be so
owned shall be so disregarded. Preferred Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Administrative Trustees the pledgee's right so to act
with respect to such Preferred Securities and that the pledgee is not the
Depositor or any Affiliate of the Depositor.


                                       8
<PAGE>

      "Paying Agent" means the Property Trustee and any co-paying agent
appointed pursuant to Section 5.09.

      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee in its trust department for the
benefit of the Securityholders in which all amounts paid to the Property Trustee
in respect of the Notes or the Guarantee will be held and from which the
Property Trustee or such other Paying Agent shall make payments to the
Securityholders in accordance with Article 4.

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

      "Pledge Agreement" means the Pledge Agreement, dated as of September 10,
2002, among the Depositor, the Collateral Agent, the Securities Intermediary,
the Custodial Agent, and the Purchase Contract Agent.

      "Pledged Preferred Securities" has the meaning specified in the Pledge
Agreement.

      "Preferred Security" means a Preferred Security issued by the Trust, and
having an undivided beneficial interest in the assets of the Trust, having a
Liquidation Amount of $50 and having terms provided therefor in this
Declaration, any Annex hereto and the certificate representing such interest,
including the right to receive Distributions and a Liquidation Distribution as
provided herein.

      "Preferred Securities Certificate" means a certificate evidencing
ownership of one or more Preferred Securities, substantially in the form
attached hereto as Exhibit C.

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

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

      "Purchase Contract Agent" means Wachovia Bank, National Association as
Purchase Contract Agent under the Purchase Contract Agreement until a successor
Purchase Contract Agent shall have become such pursuant to the applicable
provisions of the Purchase Contract Agreement, and thereafter "Purchase Contract
Agent" shall mean the Person who is then the Purchase Contract Agent thereunder.


                                       9
<PAGE>

      "Purchase Contract Agreement" means the Purchase Contract Agreement, dated
as of September 10, 2002, between Public Service Enterprise Group Incorporated
and the Purchase Contract Agent.

      "Purchase Contract Settlement Date" means November 16, 2005.

      "Quotation Agent" means (A) Merrill Lynch, Pierce, Fenner & Smith
Incorporated and its successor, provided that if Merrill Lynch, Pierce, Fenner &
Smith Incorporated or its successor ceases to be a Primary Treasury Dealer, the
Depositor shall substitute another Primary Treasury Dealer therefor or (B) any
other Primary Treasury Dealer selected by the Depositor.

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

      "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Declaration;
it being understood that each Note Redemption Date and the stated maturity date
of the Notes shall be a Redemption Date for a Like Amount of Trust Securities.

      "Redemption Price" means the amount for which each Trust Security will be
redeemed, which amount will equal the redemption price paid by the Notes Issuer
to repay or redeem each Note held by the Trust.

      "Remarketed Securities" means (i) so long as the Trust has not been
dissolved in accordance with the terms hereof, the Preferred Securities or (ii)
if the Trust has been dissolved in accordance with the terms hereof, the Notes.

      "Remarketing" means the remarketing of the Remarketed Securities by the
Remarketing Agent pursuant to the Remarketing Agreement.

      "Remarketing Agent" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated or, if the Remarketing Agent is removed or resigns, any successor
remarketing agent selected by the Depositor.

      "Remarketing Agreement" means the Remarketing Agreement, dated as of
September 10, 2002, among the Depositor, the Trust, the Remarketing Agent and
the Purchase Contract Agent.

      "Remarketing Per Preferred Security Price" means the Treasury Portfolio
Purchase Price divided by the number of Preferred Securities held as components
of Corporate Units and remarketed in the Initial Remarketing.

      "Reset Agent" has the meaning set forth in the Remarketing Agreement.

      "Reset Announcement Date" means, in the case of the Reset Rate to be
determined on the Initial Remarketing Date, the seventh (7th) Business Day
immediately preceding the Initial


                                       10
<PAGE>

Reset Date and, in the case of the Reset Rate to be determined on the Secondary
Remarketing Date, if any, the seventh (7th) Business Day immediately preceding
November 16, 2005.

      "Reset Effective Date" means (i) the Initial Reset Date, in case the
Distribution rate is reset on the Initial Remarketing Date, or (ii) the Purchase
Contract Settlement Date, in case the Distribution rate is reset on the
Secondary Remarketing Date.

      "Reset Rate" means the rate per annum (to be determined by the Reset
Agent) equal to the sum of (X) the Reset Spread and (Y) the rate of interest on
(1) in the case of the Reset Rate to be determined on the Initial Remarketing
Date, the Appropriate Benchmark Treasury in effect on the Initial Remarketing
Date or (2) in the case of the Reset Rate to be determined on the Secondary
Remarketing Date, if any, the Two-Year Benchmark Treasury in effect on the
Secondary Remarketing Date.

      "Reset Spread" means (a) in the case of the Reset Rate to be determined on
the Initial Remarketing Date, a spread amount to be determined by the Reset
Agent on the applicable Reset Announcement Date as the appropriate spread so
that the Reset Rate will be the Distribution rate that the Preferred Securities
should bear in order for the Preferred Securities and Separate Preferred
Securities to be remarketed to have an approximate aggregate market value on the
Initial Remarketing Date of 100.25% of the sum of the Treasury Portfolio
Purchase Price and the Separate Preferred Securities Purchase Price plus
deferred and unpaid Distributions, if any, on such Preferred Securities and (b)
in the case of the Reset Rate to be determined on the Secondary Remarketing
Date, if any, a spread amount determined by the Reset Agent on the applicable
Reset Announcement Date as the appropriate spread so that the Reset Rate will be
the Distribution rate that the Preferred Securities should bear in order for the
Preferred Securities and Separate Preferred Securities to be remarketed to have
an approximate market value on the Secondary Remarketing Date of 100.25% of
their aggregate Liquidation Amount plus any deferred and unpaid Distributions,
if any, on such Preferred Securities.

      "Responsible Officer" means, when used with respect to the Property
Trustee, any vice president, assistant vice president, senior trust officer,
trust officer, assistant trust officer or other officer associated with the
corporate trust department of the Property Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such person's knowledge of
and familiarity with the particular subject.

      "Secondary Remarketing" means the Remarketing of the Preferred Securities
on the Secondary Remarketing Date.

      "Secondary Remarketing Date" means the third Business Day immediately
preceding November 16, 2005.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.04.

      "Securityholder" or "Holder" means a Person in whose name a Trust Security
or Securities is registered in the Securities Register; any such Person is a
beneficial owner within the meaning of the Delaware Statutory Trust Act.


                                       11
<PAGE>

      "Separate Preferred Securities" means Preferred Securities that are no
longer a component of Corporate Units.

      "Separate Preferred Securities Purchase Price" means the amount in cash
equal to the product of the Remarketing Per Preferred Security Price multiplied
by the number of Separate Preferred Securities remarketed in the Initial
Remarketing.

      "Successor Securities" has the meaning specified in Section 9.01.

      "Tax Event" means the receipt by the Trust of an opinion of independent
counsel, rendered by a law firm having a recognized national tax practice, to
the effect that, as a result of any amendment to, or change, including any
announced prospective change in, the laws or any regulations of the United
States or any political subdivision or taxing authority, any amendment to or
change in an interpretation or application of these laws or regulations by any
legislative body, court, governmental agency or regulatory authority or any
interpretation or pronouncement that provides for a position with respect to
these laws or regulations that differs from the generally accepted position on
the Closing Date, which amendment or change is effective or which interpretation
or pronouncement is announced on or after the Closing Date, there is more than
an insubstantial increase in the risk that (i) the Trust is, or within 90 days
of the date of such opinion will be, subject to United States Federal income tax
with respect to income received or accrued on the Notes, (ii) interest payable
by the Notes Issuer on the Notes is not, or within 90 days of the date of such
opinion will not be, deductible by the Notes Issuer, in whole or in part, for
United States Federal income tax purposes, or (iii) the Trust is, or within 90
days of the date of such opinion will be, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

      "Tax Event Redemption" means that a Tax Event has occurred and is
continuing and the Notes have been called for redemption by the Notes Issuer
pursuant to the Indenture.

      "Tax Event Redemption Date" means the Redemption Date in respect of a Tax
Event Redemption.

      "Tax Event Redemption Liquidation Amount" means either (i) if the Tax
Event Redemption Date occurs prior to the Initial Reset Date or, in the event of
a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date,
the aggregate Liquidation Amount of the Preferred Securities that are components
of Corporate Units on the Tax Event Redemption Date or (ii) if the Tax Event
Redemption Date occurs on or after the Initial Reset Date or, in the event of a
Failed Initial Remarketing, on or after the Purchase Contract Settlement Date,
the aggregate Liquidation Amount of the Preferred Securities Outstanding on such
Tax Event Redemption Date.

      "Treasury Unit" has the meaning specified in the Purchase Contract
Agreement.

      "Treasury Portfolio" means (1) in connection with the Initial Remarketing,
a portfolio of zero-coupon U.S. treasury securities consisting of (a) principal
or interest strips of U.S. treasury securities that mature on or prior to
November 15, 2005, in an aggregate amount equal to the aggregate Liquidation
Amount of the Preferred Securities comprising components of Corporate Units on
the Initial Remarketing Date and (b) with respect to each scheduled


                                       12
<PAGE>

Distribution Date on the Preferred Securities that occurs after the Initial
Reset Date and on or before the Purchase Contract Settlement Date, principal or
interest strips of U.S. treasury securities that mature prior to such
Distribution Date in an aggregate amount equal to the aggregate Distribution
payment that would be due on such Distribution Date on the aggregate Liquidation
Amount of the Preferred Securities comprising components of Preferred Securities
on the Initial Reset Date, assuming (X) the rate on the Preferred Securities was
not reset to the Reset Rate as described in Section 5.13 and (Y) in the case of
the Treasury Portfolio to be purchased on the Initial Reset Date that is not
also a scheduled Distribution Date, that the Distribution payable on the next
following Distribution Date includes Distributions only accumulated from and
including the Initial Reset Date to but excluding such Distribution Date, and
(2) in connection with a Tax Event Redemption, (a) if the Tax Event Redemption
Date occurs prior to the Initial Reset Date or, in the event of a Failed Initial
Remarketing, prior to the Purchase Contract Settlement Date, a portfolio of
zero-coupon U.S. treasury securities consisting of (i) principal or interest
strips of U.S. treasury securities that mature on or prior to November 15, 2005
in an aggregate amount equal to the applicable Tax Event Redemption Liquidation
Amount and (ii) with respect to each scheduled Distribution Date on the
Preferred Securities that occurs after the Tax Event Redemption Date and on or
before the Purchase Contract Settlement Date, principal or interest strips of
U.S. treasury securities that mature on or prior to such Distribution Date in an
aggregate amount equal to the aggregate Distribution payment that would be due
on the applicable Tax Event Redemption Liquidation Amount of the Preferred
Securities on such Distribution Date, and (b) if the Tax Event Redemption Date
occurs on or after the Initial Reset Date or, in the event of a Failed Initial
Remarketing, on or after the Purchase Contract Settlement Date, a portfolio of
zero-coupon U.S. treasury securities consisting of (i) principal or interest
strips of U.S. treasury securities which mature on or prior to November 15, 2007
in an aggregate amount equal to the applicable Tax Event Redemption Liquidation
Amount and (ii) with respect to each scheduled Distribution Date on the
Preferred Securities that occurs after the Tax Event Redemption Date, principal
or interest strips of U.S. treasury securities that mature on or prior to such
Distribution Date in an aggregate amount equal to the aggregate Distribution
payment that would be due on such Distribution Date on the applicable Tax Event
Redemption Liquidation Amount of the Preferred Securities.

      "Treasury Portfolio Purchase Price" means the lowest aggregate price
quoted by the Primary Treasury Dealer to the Quotation Agent (a) in the case of
a Tax Event Redemption, on the third Business Day immediately preceding the Tax
Event Redemption Date for the purchase of the applicable Treasury Portfolio for
settlement on the Tax Event Redemption Date and (b) in the case of the Initial
Remarketing, on the Initial Remarketing Date for the purchase of the applicable
Treasury Portfolio for settlement on the Initial Reset Date.

      "Treasury Securities" mean zero-coupon U.S. treasury securities (CUSIP
Number 912820FX0 or 912820BQ9) with a principal amount at maturity equal to
$1,000 and maturing on November 15, 2005, the Business Day preceding the
Purchase Contract Settlement Date.

      "Trust" means the Delaware statutory trust continued hereby and identified
on the cover page to this Declaration.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this Declaration was executed; provided, however, that in
the event the Trust Indenture


                                       13
<PAGE>

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 Notes, (b) any cash on deposit in, or owing
to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the trusts of this Declaration.

      "Trust Security" means any one of the Common Securities or the Preferred
Securities.

      "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

      "Two-Year Benchmark Treasury" means direct obligations of the United
States (which may be obligations traded on a when-issued basis only) having a
maturity comparable to the remaining term to mandatory redemption of the
Preferred Securities, as agreed upon by the Notes Issuer and the Reset Agent.
The rate for the Two-Year Benchmark Treasury will be the bid side rate displayed
at 10:00 A.M., New York City time, on the third Business Day immediately
preceding the Purchase Contract Settlement Date in the Telerate system (or if
the Telerate system is (a) no longer available on the Secondary Remarketing Date
or (b) in the opinion of the Reset Agent (after consultation with the Notes
Issuer) no longer an appropriate system from which to obtain such rate, such
other nationally recognized quotation system as, in the opinion of the Reset
Agent (after consultation with the Notes Issuer), is appropriate). If such rate
is not so displayed, the rate for the Two-Year Benchmark Treasury shall be, as
calculated by the Reset Agent, the yield to maturity for the Two-Year Benchmark
Treasury, expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis, and computed by taking the
arithmetic mean of the secondary market bid rates, as of 10:30 A.M., New York
City time, on the Secondary Remarketing Date of three leading United States
government securities dealers selected by the Reset Agent (after consultation
with the Notes Issuer) (which may include the Reset Agent or an affiliate
thereof).

      "Underwriting Agreement" means the Underwriting Agreement, dated September
5, 2002, among the Trust, the Depositor and the Underwriters named therein.

                                   ARTICLE II
                            Continuation of the Trust

      Section 2.01. Name. The Trust created and continued hereby shall be known
as "PSEG Funding Trust I" 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 2.02. Office of the Delaware Trustee; Principal Place of Business.
The address of the Delaware Trustee in the State of Delaware is One Rodney
Square, 920 King Street, Suite 102, Wilmington, Delaware 19801 or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal place of
business of the Trust is 80 Park Plaza, Newark, New Jersey 07101.


                                       14
<PAGE>

      Section 2.03. Initial Contribution of Trust Property; Expenses of the
Trust.

      (a) The Property Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Declaration of the sum of $10, which constituted
the initial Trust Property.

      (b) The Depositor shall be responsible for and shall pay for all
obligations (other than with respect to the Trust Securities) and all costs and
expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization of the Trust, the issuance and sale of the
Preferred Securities, the fees and expenses (including reasonable counsel fees
and expenses) of the Trustees as provided in Section 7.06, the costs and
expenses of accountants, attorneys, statistical or bookkeeping services,
expenses for printing and engraving and computing or accounting equipment,
Paying Agent(s), Securities Registrar, duplication, travel and telephone and
other telecommunications expenses and costs and expenses incurred in connection
with the disposition of Trust assets).

      (c) The Depositor will pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust.

      (d) The Depositor's obligations under this Section 2.03 shall be for the
benefit of, and shall be enforceable by, the Property Trustee and any Person to
whom any such obligations, costs, expenses and taxes are owed (a "Creditor")
whether or not such Creditor has received notice hereof. The Property Trustee
and any such Creditor may enforce the Depositor's obligations under this Section
2.03 directly against the Depositor and the Depositor irrevocably waives any
right or remedy to require that the Property Trustee or any such Creditor take
any action against the Trust or any other Person before proceeding against the
Depositor. The Depositor agrees to execute such additional agreements as may be
necessary or desirable in order to give full effect to the provisions of this
Section 2.03.

      (e) The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

      Section 2.04. Issuance of the Trust Securities. The Depositor, on behalf
of the Trust, executed and delivered the Underwriting Agreement. One of the
Administrative Trustees, on behalf of the Trust, shall execute in accordance
with Section 5.02 and deliver to the Collateral Agent one or more Preferred
Securities Certificates registered in the name of the Purchase Contract Agent
having an aggregate Liquidation Amount of $460,000,000, against receipt by the
Property Trustee of the aggregate purchase price of such Preferred Securities of
$460,000,000, which amount the Administrative Trustees shall promptly deliver to
the Property Trustee. Contemporaneously with each issuance of Preferred
Securities, one Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.02 and deliver to the Depositor a Common Securities
Certificate, registered in the name of the Depositor, representing 284,537
Common Securities having an aggregate Liquidation Amount of $14,226,850, and in
satisfaction of the purchase price of such Common Securities the Depositor shall
deliver to the Property Trustee the sum of $14,226,850. The Trust Securities may
have such additional or different terms specified in an Annex hereto.


                                       15
<PAGE>

      Section 2.05. Purchase of Notes. The Administrative Trustees, on behalf of
the Trust, shall purchase $474,226,850 aggregate principal amount of Notes from
the Depositor, registered in the name of the Trust. In satisfaction of the
purchase price for such Notes, the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor the sum of $474,226,850.

      Section 2.06. 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 Notes and to hold, transfer, sell and otherwise
dispose of the Notes in accordance with this Declaration, (b) to enter into the
Underwriting Agreement, the Remarketing Agreement, the Common Securities
Purchase Agreement, the Notes Purchase Agreement and the Certificate Depository
Agreement, (c) to maintain the status of the Trust as a grantor trust for United
States Federal income tax purposes, and (d) except as otherwise limited herein,
to engage in only those activities necessary, convenient or incidental thereto.
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 in trust upon and subject to the conditions set
forth herein for the benefit of the Securityholders. The Administrative Trustees
shall have all rights, powers and duties set forth herein. 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 Property Trustee or the
Administrative 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 Statutory Trust Act.

      Section 2.07. Authorization to Enter into Certain Transactions. The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Declaration. Subject to the limitations set forth in paragraph (b) of this
Section, and in accordance with the following provisions (i) and (ii), the
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express or implied, otherwise granted to the Trustees under this Declaration,
and to perform all acts in furtherance thereof, including without limitation,
the following:

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

                  (A) executing and delivering the Trust Securities on behalf of
the Trust;

                  (B) acquiring the Notes with the proceeds of the sale of the
Trust Securities; provided that the Administrative Trustees shall cause legal
title to the Notes to be held of record in the name of the Property Trustee for
the benefit of the Holders of the Securities;

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


                                       16
<PAGE>

                  (D) establishing a record date with respect to all actions to
be taken hereunder that require a record date to be established, including and
with respect to, for the purposes of Section 316(c) of the Trust Indenture Act;

                  (E) bringing or defending, paying, collecting, compromising,
arbitrating, resorting to legal action or otherwise adjust claims or demands of
or against the Trust, unless pursuant to Section 2.07(a)(ii)(I), the Property
Trustee has the power to bring any legal action;

                  (F) employing or otherwise engaging employees and agents (who
may be designated as officers with titles) and managers, contractors, advisors
and consultants to conduct only those services that the Administrative Trustees
have authority to conduct directly, and to pay reasonable compensation for such
services;

                  (G) causing the Trust to comply with the Trust's obligations
under the Trust Indenture Act;

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

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

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

                  (K) taking all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed;

                  (L) causing the Trust to enter into, and executing, delivering
and performing on behalf of the Trust, the Remarketing Agreement, the Common
Securities Purchase Agreement, the Notes Purchase Agreement and the Certificate
Depository Agreement and such other agreements as may be necessary or desirable
in connection with the purposes and function of the Trust, including the
appointment of a successor depositary;

                  (M) assisting in registering the Preferred Securities under
the Securities Act of 1933, as amended, and under state securities or blue sky
laws, and qualifying this Declaration as a trust indenture under the Trust
Indenture Act;

                  (N) assisting in the listing of the Preferred Securities upon
such securities exchange or exchanges as the Depositor shall determine 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;


                                       17
<PAGE>

                  (O) to the extent provided in this Declaration, dissolving,
liquidating and terminating the Trust in accordance with the terms of this
Declaration, and preparing, executing and filing the certificate of cancellation
with the Secretary of State of the State of Delaware, if necessary;

                  (P) sending notices or assisting the Property Trustee in
sending notices and other information regarding the Trust Securities and the
Notes to Securityholders in accordance with this Declaration; and

                  (Q) taking any action incidental to the foregoing as the
Administrative Trustees may from time to time determine is necessary or
advisable to give effect to the terms of this Declaration for the benefit of the
Securityholders (without consideration of the effect of any such action on any
particular Securityholder).

            (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) establishing and maintaining the Payment Account and
appointing Paying Agents (subject to Section 5.09);

                  (B) receiving payment of the purchase price of the Trust
Securities;

                  (C) receiving and holding the Notes;

                  (D) collecting interest, premium, if any, and principal
payments on the Notes and depositing them in the Payment Account;

                  (E) making Distributions and other payments to the
Securityholders in respect of the Trust Securities;

                  (F) exercising all of the rights, powers and privileges of a
holder of the Notes;

                  (G) sending notices of defaults, redemptions, Extension
Periods, liquidations and other information regarding the Trust Securities and
the Notes to the Securityholders in accordance with this Declaration;

                  (H) engaging in such ministerial activities as shall be
necessary or appropriate to effect the redemption of the Trust Securities to the
extent they are redeemed or mature;

                  (I) to the extent provided in this Declaration, dissolving,
liquidating and terminating the Trust, including distributing the Trust Property
in accordance with the terms of this Declaration, and preparing, executing and
filing the certificate of cancellation with the Secretary of State of the State
of Delaware, if necessary;

                  (J) after an Event of Default, taking any action incidental to
the foregoing as the Property Trustee may from time to time determine is
necessary or advisable to


                                       18
<PAGE>

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); and

                  (K) registering transfers and exchanges of the Preferred
Securities in accordance with this Declaration (but only if at such time the
Property Trustee shall be the Securities Registrar).

            (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 transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees acting on behalf of the Trust shall not:

                  (i) acquire any assets or investments (other than the Notes),
reinvest the proceeds derived from investments, possess any power or otherwise
act in such a way as to vary the Trust Property 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) incur any indebtedness for borrowed money or incur any
other obligations;

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

                  (vi) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property. 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 (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):

                  (i) preparing for filing with the Commission and executing on
behalf of the Trust a registration statement on Form S-3 in relation to the
Preferred Securities, including any amendments thereto;

                  (ii) determining the States in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities
and doing any and all such acts, other than actions which must be taken by or on
behalf of the Trust, and advising the Trustees of actions they must take on
behalf of the Trust, and preparing 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;


                                       19
<PAGE>

                  (iii) if necessary, preparing for filing and executing on
behalf of the Trust an application to the New York Stock Exchange or any other
national stock exchange or The Nasdaq Stock Market for listing upon notice of
issuance of any Preferred Securities;

                  (iv) if necessary, preparing for filing with the Commission
and executing 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;

                  (v) negotiating the terms of, and executing and delivering,
the Underwriting Agreement providing for the sale of the Preferred Securities;
and

                  (vi) taking any other actions necessary or desirable 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 (i) the Trust will not be deemed to
be an "investment company" required to be registered under the 1940 Act, or
taxed as a corporation or a partnership for United States Federal income tax
purposes, (ii) the Trust will qualify as a grantor trust for United States
Federal income tax purposes and (iii) the Notes 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, as
amended from time to time, the certificate of incorporation of the Depositor, as
amended from time to time, or this Declaration, that each of the Depositor and
the Administrative Trustees determines in their discretion to be necessary or
desirable for such purposes as long as that action does not adversely affect the
interests of the holders of the Preferred Securities or vary the terms of the
Preferred Securities in any material respect.

      Section 2.08. Assets of Trust. The assets of the Trust shall consist of
the Trust Property.

      Section 2.09. 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 Securityholders in accordance with this Declaration.

                                   ARTICLE III
                                 Payment Account

      Section 3.01. Payment Account.

      (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. All monies and other property deposited or held from time
to time in the Payment Account shall be held by the Property Trustee for the
exclusive benefit of the Securityholders. The Property Trustee shall have
exclusive control of the Payment Account for the purpose of making deposits in
and withdrawals from the Payment Account in accordance with this


                                       20
<PAGE>

Declaration; provided that any Paying Agent shall have the right of withdrawal
with respect to the Payment Account solely for the purpose of making the
payments contemplated under Article IV.

      (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or premium, if any, or interest on
the Notes and any amounts paid to the Property Trustee pursuant to the
Guarantee. Amounts held in the Payment Account shall not be invested pending
distribution thereof.

                                   ARTICLE IV
                            Distributions; Redemption

      Section 4.01. Distributions.

      (a) Distributions on the Trust Securities shall be cumulative, and will
accumulate whether or not there are funds of the Trust available for the payment
of Distributions. Distributions shall accumulate from September 10, 2002 at the
rate per annum of 6.25% of the Liquidation Amount per Trust Security to but
excluding the Reset Effective Date, if any, and at the Reset Rate thereafter.
Except during an Extension Period for the Notes pursuant to the Indenture,
Distributions on the Trust Securities shall be payable quarterly in arrears on
February 16, May 16, August 16 and November 16 of each year, commencing on
November 16, 2002; provided that, following the Reset Effective Date, if any,
Distributions shall be payable semi-annually in arrears on each May 16 and
November 16, commencing November 16, 2005, in the event that the Preferred
Securities are successfully remarketed on the Initial Remarketing Date, or May
16, 2006, in the event that the Preferred Securities are successfully remarketed
on the Secondary Remarketing Date. The amount of Distributions payable for any
period shall be computed on the basis of a 360-day year of twelve 30-day months.
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 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, payment of such Distributions 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 4.01(a) is referred to as a "Distribution
Date").

      If the Preferred Securities are successfully remarketed on the Initial
Remarketing Date and the Initial Reset Date is not otherwise a scheduled
Distribution Date, a Distribution shall be payable to Holders on the Initial
Reset Date equal to Distributions accumulated from, and including, the most
recent Distribution Date to, but excluding, the Initial Reset Date. In such
case, the Distribution payable on the Distribution Date next following the
Initial Reset Date shall equal the amount of Distributions accumulated from, and
including, the Initial Reset Date to, but excluding, such Distribution Date.

      Within two Business Days after receipt by the Property Trustee of notice
of an Extension Period pursuant to Section 208 of the First Supplemental
Indenture, the Property Trustee shall give notice thereof to the Securityholders
by first class mail, postage prepaid.


                                       21
<PAGE>

      (b) The Distribution rate on the Trust Securities will be reset on the
Initial Remarketing Date to the applicable Reset Rate (which Reset Rate will be
effective on and after the Initial Reset Date), except in the event of a Failed
Initial Remarketing. In the event of a Failed Initial Remarketing, the
Distribution rate on the Trust Securities will be reset on the Secondary
Remarketing Date to the applicable Reset Rate (which Reset Rate will be
effective on and after the Purchase Contract Settlement Date), except that in
the event of a Failed Secondary Remarketing, the Distribution rate on the Trust
Securities will not be reset and the scheduled Distribution Dates shall remain
February 16, August 16, May 16 and November 16. On the applicable Reset
Announcement Date, the applicable Reset Spread and the Appropriate Benchmark
Treasury or Two-Year Benchmark Treasury, as applicable, will be announced by the
Depositor. On the Business Day immediately following such Reset Announcement
Date, the Holders of Preferred Securities will be notified of such Reset Spread
and Appropriate Benchmark Treasury or Two-Year Benchmark Treasury, as
applicable, by the Property Trustee. Such notice shall be sufficiently given to
such Holders of Notes if published in a newspaper which is published each
Business Day in the English language of general circulation in The City of New
York, which is expected to be The Wall Street Journal.

      (c) Not later than seven calendar days nor more than 15 calendar days
immediately preceding the Initial Remarketing Date or the Secondary Remarketing
Date, as the case may be, the Depositor shall, or shall request the Clearing
Agency or its nominee to, notify the Holders of Preferred Securities of such
Reset Announcement Date and, in the case of a Secondary Remarketing, the
procedures to be followed by such Holders of Preferred Securities wishing to
settle the related Purchase Contracts with separate cash on the Business Day
immediately preceding the Purchase Contract Settlement Date.

      (d) The Trust Securities represent undivided beneficial interests in the
Trust Property, and, subject to Sections 4.03 and 4.06 hereof, all Distributions
will be made pro rata on each of the Trust Securities. During an Extension
Period for the Notes, the rate per annum at which Distributions on the Trust
Securities are then accumulating shall accumulate at (1) the rate of 10.25% per
annum, compounded quarterly, to but excluding November 16, 2007, if the
Preferred Securities are not successfully remarketed, or (2) the rate of 10.25%
per annum, compounded quarterly, to but excluding the Reset Effective Date and
at the Reset Rate (which shall not be higher than the maximum rate permitted
under applicable law) thereafter, compounded semi-annually, to but excluding
November 16, 2007, if the Preferred Securities are successfully remarketed.
Notwithstanding clause (2) above, upon no less than 2 Business Days' notice to
the Remarketing Agent prior to the Initial Remarketing Date or the Secondary
Remarketing Date, as the case may be, the Notes Issuer may elect pursuant to the
Indenture that payments of interest on the Notes, and therefore Distributions on
the Trust Securities, may not be deferrable after the Reset Effective Date.

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

      (f) Distributions on the Trust Securities on each Distribution Date shall
be payable to the Holders thereof as they appear on the Securities Register for
the Trust Securities on the


                                       22
<PAGE>

relevant record date, which shall be one Business Day prior to such Distribution
Date; provided, however, that in the event that the Preferred Securities are not
in book-entry-only form, the relevant record date shall be the day selected by
the Administrative Trustees which is at least one Business Day but not more than
60 Business Days preceding such Distribution Date, whether or not a Business
Day.

      (g) Upon the successful remarketing of the Preferred Securities on either
the Initial Remarketing Date or the Secondary Remarketing Date, any and all
deferred and unpaid Distributions on the Preferred Securities will be deemed to
have been paid in full by Trust on the Initial Reset Date or the Purchase
Contract Settlement Date, as the case may be. In addition, upon the occurrence
of a Failed Secondary Remarketing, an Extension Period, if any, in effect at
such time shall terminate and the Trust shall be obligated to pay all deferred
and unpaid Distributions on November 16, 2005.

      Section 4.02. Redemption.

      (a) The Trust will call for redemption all Outstanding Trust Securities
upon the earlier of a Tax Event Redemption Date or the stated maturity date of
the Notes, in each case, at the Redemption Price.

      (b) If the Notes Issuer redeems the Notes upon the occurrence and
continuance of a Tax Event, the proceeds from such redemption shall be applied
by the Property Trustee on a proportional basis to redeem the Outstanding Trust
Securities in whole (but not in part) at a Redemption Price per Trust Security
equal to the Redemption Amount attributable to a Note with a principal amount
equal to the Liquidation Amount of such Trust Security plus any accumulated and
unpaid Distributions thereon to the Tax Event Redemption Date. If, following the
occurrence of a Tax Event, the Notes Issuer exercises its option to redeem the
Notes, the Notes Issuer shall appoint the Quotation Agent to assemble the
Treasury Portfolio in consultation with the Note Issuer. Subject to the Trust's
fulfillment of the notice requirements set forth in Section 4.02(c), if a Tax
Event Redemption Date occurs (i) prior to the Initial Reset Date, or (ii) if the
Preferred Securities are not successfully remarketed on the Initial Remarketing
Date, prior to November 16, 2005, the Redemption Price payable upon redemption
of each Outstanding Preferred Security comprising a component of the Corporate
Units will be distributed to the Collateral Agent under the Pledge Agreement,
which in turn will apply that amount to purchase the Treasury Portfolio and
remit the remaining portion, if any, of such price to the Purchase Contract
Agent for payment to the Holders of the Preferred Securities in accordance with
the terms of the Pledge Agreement. If such excess amount referred to in the
immediately preceding sentence is to be paid to Holders of the Preferred
Securities, (i) with respect to the Preferred Securities represented by one or
more global Certificates (including Separate Preferred Securities), by 12:00
noon, New York City time, on the Tax Event Redemption Date under the Purchase
Contract Agreement, the Purchase Contract Agent will deposit irrevocably with
the Clearing Agency or its nominee funds sufficient to pay such amount, and the
Purchase Contract Agent shall give the Clearing Agency irrevocable instructions
and authority to pay such amount to the Beneficial Owners of the Preferred
Securities, and (ii) with respect to Preferred Securities not represented by one
or more global Certificates under the Purchase Contract Agreement, the Purchase
Contract Agent shall pay such amount to the Holders of such Trust Securities by
check mailed to the address of each Holder appearing on the


                                       23
<PAGE>

Securities Register of the Trust on the Tax Event Redemption Date. If a Tax
Event Redemption occurs on or after the Initial Reset Date, in the case of
clause (i) of the second preceding sentence, or on or after November 16, 2005,
in the case of clause (ii) of the second preceding sentence, the Treasury
Portfolio shall not be purchased and the Property Trustee shall distribute to
the Holders of the Outstanding Trust Securities on the Tax Event Redemption
Date, the Redemption Price payable upon redemption of such Holders' interests in
the assets of the Trust in accordance with Section 4.02(e) below.

      (c) Notice of redemption 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 each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Securities Register. All notices of
redemption shall state:

            (i) the Redemption Date;

            (ii) the Redemption Price;

            (iii) the CUSIP number;

            (iv) the place or places where Trust Securities Certificates are to
be surrendered for payment of the Redemption Price;

            (v) that on the Redemption Date the Redemption Price will become
payable upon each such Trust Security to be redeemed and that Distributions
thereon will cease to accumulate on and after such date; and

            (vi) if less than all of the Outstanding Trust Securities are to be
redeemed, the identification and total Liquidation Amount of the particular
Trust Securities to be redeemed.

No defect in the notice of redemption or in the mailing thereof with respect to
any Holder shall affect the validity of the redemption proceedings with respect
to any other Holder.

      (d) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at maturity of Notes. Redemptions of the Trust Securities
shall be made and the Redemption Price shall be payable on each Redemption Date
only to the extent that the Trust has funds then available in the Payment
Account for the payment of such Redemption Price.

      (e) If the Trust, by action of the Property Trustee, gives a notice of
redemption in respect of any Preferred Securities, then, on the Redemption Date,
subject to Section 4.02(b) and (d), (i) with respect to the Trust Securities
represented by one or more global Trust Securities Certificates, by 12:00 noon,
New York City time, on the Redemption Date, the Property Trustee will deposit
irrevocably with the Clearing Agency or its nominee funds sufficient to pay the
applicable Redemption Price, and the Property Trustee shall give the Clearing
Agency irrevocable instructions and authority to pay the Redemption Price to the
beneficial owners of the Trust Securities, and (ii) with respect to Trust
Securities not represented by one or more global Trust Securities Certificates,
the Property Trustee shall pay the applicable Redemption Price to the Holders of
such Trust Securities by check mailed to the address of each Holder appearing on


                                       24
<PAGE>

the register of the Trust on the Redemption Date upon surrender of the Preferred
Securities Certificate representing such Preferred Securities at the Corporate
Trust Office of the Property Trustee. Notwithstanding the foregoing, so long as
the Holder of any Preferred Securities is the Purchase Contract Agent, the
payment of the Redemption Price in respect of the Preferred Securities held by
the Purchase Contract Agent shall be made no later than 12:00 noon, New York
City time, on the Redemption Date by check or wire transfer in immediately
available funds at such place and to such account as may be designated by the
Collateral Agent or the Purchase Contract Agent. If notice of redemption shall
have been given and funds irrevocably deposited as required, then upon the date
of such deposit, all rights of Securityholders holding Trust Securities so
called for redemption will cease, except the right of such Securityholders to
receive the Redemption Price, but without interest, and such Trust Securities
will cease to be Outstanding. In the event that any date on which any Redemption
Price is payable is not a Business Day, then payment of the Redemption Price
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 will be made on the immediately preceding Business Day, in each case,
with the same force and effect as if made on such date. In the event that
payment of the Redemption Price in respect of any Trust Securities called for
redemption is improperly withheld or refused, and not paid either by the Trust
or by the Depositor pursuant to the Guarantee, Distributions on such Trust
Securities will continue to accumulate, at the then applicable rate, from the
Redemption Date originally established by the Trust for such Trust Securities to
the date such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of calculating
the Redemption Price.

      Section 4.03. Subordination of Common Securities.

      (a) Payment of Distributions on, and the Liquidation, Distribution and
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 applicable date, a Note Event of Default shall have occurred and be
continuing, no payment of any Distribution on, or Liquidation, Distribution and
Redemption Price of, any Common Security, and no other payment on account of the
Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions on all Outstanding Preferred Securities for
all distribution periods terminating on or prior thereto, or in the case of
payment of the Liquidation, Distribution and Redemption Price, the full amount
of such Liquidation, Distribution and Redemption Price applicable to all
Outstanding Preferred Securities then Outstanding or then being redeemed, as the
case may be, 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 on, or the Liquidation, Distribution and Redemption
Price of, Preferred Securities then due and payable.

      (b) In the case of the occurrence of any Note Event of Default, the Holder
of Common Securities will be deemed to have waived any right to act with respect
to any related Event of Default under this Declaration and such Note Event of
Default until the effect of such related Event of Default and such Note Event of
Default has been cured, waived or otherwise eliminated. Until any such Event of
Default under this Declaration and such Note Event of Default has been so cured,
waived or otherwise eliminated, the Property Trustee shall act solely


                                       25
<PAGE>

on behalf of the Holders of the Preferred Securities and not the Holder of the
Common Securities, and only the Holders of the Preferred Securities will have
the right to direct the Property Trustee to act on their behalf.

      Section 4.04. Payment Procedures. Payments of Distributions pursuant to
Section 4.01 in respect of the Preferred Securities shall be made by check
mailed to the address of the Holder thereof 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 by wire transfer
in immediately available funds. Payments of Distributions pursuant to Section
4.01 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. Payment of the Redemption Price or Liquidation Distribution of the
Trust Securities shall be made in immediately available funds upon surrender of
the Preferred Securities Certificate representing such Preferred Securities at
the Corporate Trust Office of the Property Trustee.

      Section 4.05. Tax Returns and Reports. To the extent required by law, the
Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all 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) the appropriate Internal Revenue Service Form required to be
filed in respect of the Trust in each taxable year of the Trust and (b) prepare
and furnish (or cause to be prepared and furnished) to each Securityholder the
related Internal Revenue Service Form 1099 OID, or any successor form or the
information required to be provided on such form. The Administrative Trustees
shall provide the Depositor and the Property Trustee 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 4.06. Payments under Indenture. Any amount payable hereunder to
any Holder of Preferred Securities shall be reduced by the amount of any
corresponding payment such Holder has directly received pursuant to Section 508
of the Indenture or pursuant to the Guarantee. Notwithstanding the provisions
hereunder to the contrary, Securityholders acknowledge that any Holder of
Preferred Securities that receives payment under Section 508 of the Indenture
may receive amounts greater than the amount such Holder may be entitled to
receive pursuant to the other provisions of this Declaration.

                                   ARTICLE V
                          Trust Securities Certificates

      Section 5.01. Initial Ownership. Upon the creation of the Trust and the
contribution by the Depositor pursuant to Section 2.03 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 5.02. The Trust Securities Certificates. The Trust Securities
Certificates shall be issued representing one or more Preferred Securities.
Preferred Securities Certificates


                                       26
<PAGE>

representing fractional interests shall not be issued. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of one of the Administrative Trustees. Trust Securities Certificates
bearing the manual or facsimile signature of an individual who was, at the time
when such signature shall have been affixed, authorized to sign on behalf of the
Trust, shall be validly issued and entitled to the benefits of this Declaration,
notwithstanding that such individual shall have ceased to be so authorized prior
to the delivery of such Trust Securities Certificates or did not hold such
office 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 hereunder, upon due registration of such Trust Securities
Certificate in such transferee's name pursuant to Section 5.04.

      Section 5.03. Delivery of Trust Securities Certificates. One or more of
the Administrative Trustees shall cause Trust Securities Certificates, in an
aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be
executed on behalf of the Trust as provided in Section 5.02 and delivered to or
upon a written order of the Depositor signed by its Chairman of the Board, its
President, any Vice President or the Treasurer, without further corporate action
by the Depositor, in authorized denominations.

      Section 5.04. Registration of Transfer and Exchange of Preferred
Securities Certificates; Common Securities Certificates. (a) The Preferred
Securities initially shall be pledged, pursuant to the terms of the Pledge
Agreement, as collateral to secure the obligations of the Holders of Corporate
Units to purchase common shares of the Depositor in accordance with the terms of
the Purchase Contract Agreement.

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

            (ii) Subject to this Section 5.04 and any legend inscribed on a
      Book-Entry Preferred Securities Certificate, the Preferred Securities
      shall be freely transferable.

            (iii) A registrar appointed by the Depositor (the "Securities
      Registrar") shall keep or cause to be kept, at the office or agency
      maintained pursuant to Section 5.08, a register (the "Securities
      Register") in which, subject to such reasonable regulations as it may
      prescribe, the Securities Registrar shall provide for the registration of
      Trust Securities Certificates and registration of transfers and exchanges
      of Preferred Securities Certificates as herein provided. The Property
      Trustee shall be the initial Securities Registrar; any successor
      Securities Registrar shall be appointed by the Administrative Trustees.

            (iv) Upon surrender for registration of transfer of any Preferred
      Securities Certificate at the office or agency maintained pursuant to
      Section 5.08, one of the Administrative Trustees shall execute and
      deliver, in the name of the designated transferee or transferees, one or
      more new Preferred Securities Certificates representing


                                       27
<PAGE>

      the same number of Preferred Securities dated the date of execution by the
      Administrative Trustees. At the option of a Holder, Preferred Securities
      Certificates may be exchanged for other Preferred Securities Certificates
      upon surrender of the Preferred Securities Certificates to be exchanged at
      the office or agency maintained pursuant to Section 5.08. The Securities
      Registrar shall not be required to register the transfer of any Preferred
      Securities that have been called for redemption or after the Liquidation
      Date.

            (v) Preferred Securities presented or surrendered for registration
      of transfer or exchange shall be accompanied by a written instrument of
      transfer in form satisfactory to the Administrative Trustees and the
      Securities Registrar duly executed by the Holder or such Holder's attorney
      duly authorized in writing. Each Preferred Securities Certificate
      surrendered for registration of transfer or exchange shall be cancelled
      and subsequently disposed of by the Property Trustee in accordance with
      its customary practice.

            (vi) No service charge shall be made for any registration of
      transfer or exchange of Preferred Securities, 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 other than an exchange not involving any transfer.

      (b) The Notes Issuer may not transfer the Common Securities. To the
fullest extent permitted by law, any attempted transfer of the Common Securities
shall be null and void.

      Section 5.05. 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
reasonably required by them to hold the Securities Registrar and the Trust
harmless, then in the absence of notice that such Trust Securities Certificate
shall have been acquired by a protected purchaser, the Administrative Trustees,
on behalf of the Trust shall execute and make available for 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 tenor. In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustees or 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 duplicate 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 5.06. Persons Deemed Securityholders. Prior to due presentation of
a Trust Security Certificate for registration of transfer, the Trustees or the
Securities Registrar shall treat the Person in whose name any Trust Securities
Certificate shall be registered in the Securities Register as the owner and
Holder of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.


                                       28
<PAGE>

      Section 5.07. Access to List of Securityholders' Names and Addresses. In
the event that the Property Trustee is no longer the Securities Registrar, the
Administrative Trustees or the Depositor shall furnish or cause to be furnished
to the Property Trustee 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) quarterly, not later than 10 days prior to a
Distribution Date, and (b) promptly after receipt by the Administrative Trustees
or the Depositor of a request therefor from the Property Trustee in order to
enable the Paying Agent to pay Distributions in accordance with Section 4.01
hereof, 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. 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 Property Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, shall be deemed to have agreed not to hold the
Depositor, the Property Trustee, the Administrative Trustees or the Delaware
Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

      Section 5.08. Maintenance of Office or Agency. The Property Trustee shall
maintain in the Borough of Manhattan, The City of New York, an office or offices
or agency or agencies where Preferred Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Property Trustee 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, which shall initially be at the Corporate Trust Office of
the Property Trustee.

      Section 5.09. Appointment of Paying Agent. 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 Distributions. The Administrative
Trustees may revoke such power and remove the Paying Agent, provided that such
revocation and removal with respect to the sole Paying Agent shall not become
effective until the appointment of a successor. 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 Administrative Trustees and the Depositor, and, if
applicable, the Property Trustee, provided that such resignation with respect to
the sole Paying Agent shall not become effective until the appointment of a
successor. 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 (in the case of any other Paying Agent) and
the Depositor to act as Paying Agent (which shall be a bank or trust company and
have a combined capital and surplus of at least $50,000,000). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or 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


                                       29
<PAGE>

payment to the Securityholders in trust for the benefit of the Securityholders
entitled thereto until such sums shall be paid to such Securityholders. The
Paying Agent shall return all of such sums remaining unclaimed to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
such sums in its possession to the Property Trustee. The provisions of Sections
7.01, 7.03 and 7.06 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 Declaration to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

      Section 5.10. Preferred Securities Certificates; Common Securities
Certificate.

      (a) The Preferred Securities, upon original issuance, will be issued in
the form of a Definitive Preferred Securities Certificate registered in the name
of the Purchase Contract Agent. Separate Preferred Securities shall be issued in
the form of one or more printed or typewritten Book-Entry Preferred Securities
Certificates to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Book-Entry Preferred
Securities Certificate or Certificates shall initially be registered on the
Securities Register in the name of Cede & Co., the nominee of the initial
Clearing Agency. Each such Definitive Preferred Securities Certificate and
Book-Entry Preferred Securities Certificate shall represent such number of the
Outstanding Preferred Securities as shall be from time to time endorsed thereon,
which numbers may be increased or decreased, as applicable, to reflect, in
connection with the creation of Treasury Units and the recreation of Corporate
Units, transfers between Pledged Preferred Securities and Separate Preferred
Securities. Any such increase or decrease in the aggregate number of Preferred
Securities represented by (i) a Definitive Preferred Securities Certificate
shall be made by the Collateral Agent and (ii) a Book-Entry Preferred Securities
Certificate shall be made by the Property Trustee, as custodian of the
Book-Entry Preferred Securities Certificates, in each case upon the instructions
of the Collateral Agent given pursuant to Article IV of the Pledge Agreement.

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

      Section 5.11. Definitive Preferred Securities Certificates. If, with
respect to Book-Entry Preferred Securities, (a) the Depositor advises the
Trustees in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry Preferred
Securities Certificates or the Clearing Agency is no longer registered or in
good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, and the Depositor is unable to locate a
qualified successor within 90 calendar days, (b) the Depositor at its option
advises the Trustees in writing that it elects to terminate the book-entry
system through the Clearing Agency or (c) an Event of Default occurs and is
continuing, then the Trust shall issue Definitive Preferred Securities
Certificates. Upon surrender to the Administrative Trustees of the Book-Entry
Preferred Securities Certificates by the Clearing Agency, accompanied by
registration instructions, one of the Administrative Trustees shall execute and
deliver the Definitive Preferred Securities Certificates in accordance with the
instructions of the Clearing Agency and the Depositor will appoint a Paying
Agent with respect to such Definitive Preferred Securities Certificates. Neither
the Securities Registrar nor the Trustees shall be liable for any delay in
delivery of such instructions and may conclusively


                                       30
<PAGE>

rely on, and shall be protected in relying on, such instructions. The Definitive
Preferred Securities Certificates shall be printed, lithographed or engraved or
may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by the execution thereof by one of the
Administrative Trustees.

      Section 5.12. Rights of Securityholders. The Securityholders shall not
have any right or title to the Trust Property 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 by 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 5.13. Initial Remarketing.

      (a) The Depositor will request, not later than seven nor more than 15
calendar days prior to the Initial Remarketing Date, that the Clearing Agency
notify the Holders of the Preferred Securities and the Holders of Corporate
Units and Treasury Units of the Initial Remarketing.

      (b) Not later than 5:00 P.M., New York City time, on the fifth Business
Day immediately preceding the Initial Reset Date (but in no event earlier than
the Distribution Date next preceding the Initial Reset Date), each Holder of the
Separate Preferred Securities may elect to have Preferred Securities held by
such Holder remarketed. Holders of Separate Preferred Securities shall give
notice of their election to have such Separate Preferred Securities remarketed
to the Custodial Agent and deliver such Separate Preferred Securities to the
Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery
shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business
Day immediately preceding the Initial Reset Date and may not be conditioned upon
the level at which the Reset Rate is established. Under Section 5.02 of the
Purchase Contract Agreement, Preferred Securities that constitute components of
Corporate Units will be remarketed as provided therein and in this Section 5.13.
The Preferred Securities constituting components of Corporate Units shall be
deemed tendered, notwithstanding any failure by the Holder of such Corporate
Units to deliver or properly deliver such Preferred Securities to the
Remarketing Agent for purchase.

      (c) The right of each Holder to have Preferred Securities (including any
Preferred Securities that constitute components of Corporate Units) tendered for
purchase shall be limited to the extent that (i) the Remarketing Agent conducts
a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) Preferred
Securities tendered have not been called for redemption, (iii) the Remarketing
Agent is able to find a purchaser or purchasers for tendered Preferred
Securities at a price per Preferred Security such that the aggregate price for
the Preferred Securities is not less than 100% of the sum of the Treasury
Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and
deferred and unpaid Distributions, if any, on the


                                       31
<PAGE>

Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase
price therefor to the Remarketing Agent as and when required.

      (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement
the Remarketing Agent shall use reasonable efforts to remarket, at a price per
Preferred Security such that the aggregate price for the Preferred Securities is
equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase
Price, the Separate Preferred Securities Purchase Price and deferred and unpaid
Distributions on the Preferred Securities to be remarketed.

      (e) [reserved].

      (f) If the Remarketing Agent has determined that it will be able to
remarket all Preferred Securities tendered or deemed tendered prior to 4:00
P.M., New York City time, on the Initial Remarketing Date, the Reset Agent,
subject to the terms of the Remarketing Agreement, shall determine the Reset
Rate.

      (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date,
the Remarketing Agent is unable to remarket all Preferred Securities tendered or
deemed tendered for purchase or if the Initial Remarketing shall not have
occurred because a condition precedent to the Remarketing shall not have been
fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed
to have occurred and the Remarketing Agent shall so advise by telephone the
Collateral Agent, the Administrative Trustees, the Depositor, the Property
Trustee, the Indenture Trustee and the Clearing Agency.

      (h) By approximately 4:30 P.M., New York City time, on the Initial
Remarketing Date, provided that there has not been a Failed Initial Remarketing,
the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the
Administrative Trustees, the Depositor, the Property Trustee, the Indenture
Trustee and the Clearing Agency of the Reset Rate determined in the Initial
Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in
the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant
thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred
Securities such purchaser is to purchase and (iii) each purchaser to give
instructions to its Clearing Agency Participant to pay the purchase price on the
Initial Reset Date in same day funds against delivery of the Preferred
Securities purchased through the facilities of the Clearing Agency.

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

      (j) If any Holder selling Preferred Securities in the Initial Remarketing
fails to deliver such Preferred Securities, the Clearing Agency Participant of
such selling Holder and of any other Person that was to have purchased Preferred
Securities in the Initial Remarketing may deliver to any such other Person an
aggregate Liquidation Amount of Preferred Securities that is


                                       32
<PAGE>

less than the aggregate Liquidation Amount of Preferred Securities that
otherwise was to be purchased by such Person. In such event, the aggregate
Liquidation Amount of Preferred Securities to be so delivered shall be
determined by such Clearing Agency Participant, and delivery of such lesser
aggregate Liquidation Amount of Preferred Securities shall constitute good
delivery.

      (k) The Remarketing Agent is not obligated to purchase any Preferred
Securities in the Initial Remarketing or otherwise. Neither the Trust, any
Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case
to provide funds to make payment upon tender of Preferred Securities for
Remarketing.

      (l) The tender and settlement procedures set forth in this Section 5.13,
including provisions for payment by purchasers of Preferred Securities in the
Initial Remarketing, shall be subject to modification, notwithstanding any
provision to the contrary set forth herein, to the extent required by the
Clearing Agency or if the book-entry system is no longer available for the
Preferred Securities at the time of the Initial Remarketing, to facilitate the
tendering and Remarketing of Preferred Securities in certificated form. In
addition, the Remarketing Agent may, notwithstanding any provision to the
contrary set forth herein, modify the settlement procedures set forth herein in
order to facilitate the settlement process.

      (m) Anything herein to the contrary notwithstanding, the Reset Rate shall
in no event exceed the maximum rate permitted by applicable law and, as provided
in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent
shall have any obligation to determine whether there is any limitation under
applicable law on the Reset Rate or, if there is any such limitation, the
maximum permissible Reset Rate on the Preferred Securities and they shall rely
solely upon written notice from the Depositor (which the Depositor agrees to
provide no later than the eighth Business Day before the Initial Reset Date) as
to whether or not there is any such limitation and, if so, the maximum
permissible Reset Rate.

      Section 5.14. Secondary Remarketing.

      (a) If a Failed Initial Remarketing has occurred, the Depositor will
request, not later than seven nor more than 15 calendar days prior to the
Secondary Remarketing that the Clearing Agency notify the Holders of the
Preferred Securities and the Holders of Corporate Units and Treasury Units of
the Secondary Remarketing and of the procedures that must be followed if a
Holder of Preferred Securities wishes to exercise such Holder's rights with
respect to the Put Option if there is a Failed Secondary Remarketing.

      (b) Not later than 5:00 P.M., New York City time, on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date (but in no event
earlier than the Distribution Date next preceding the Purchase Contract
Settlement Date), each Holder of the Preferred Securities may elect to have
Preferred Securities held by such Holder remarketed. Under Section 5.02 of the
Purchase Contract Agreement, (i) holders or beneficial owners of Corporate Units
that do not give notice of intention to make a Cash Settlement of their related
Purchase Contracts shall be deemed to have consented to the disposition of the
Preferred Securities constituting a component of such Corporate Units in
accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement, and
(ii) holders or beneficial owners of


                                       33
<PAGE>

Corporate Units who give such notice but fail to pay the Purchase Price in cash
as required by Section 5.02(b)(ii) of the Purchase Contract Agreement shall be
deemed to have consented to the disposition of the Preferred Securities
constituting a component of such Corporate Units in accordance with Section
5.02(d) of the Purchase Contract Agreement. Holders of Separate Preferred
Securities shall give notice of their election to have such Preferred Securities
remarketed to the Custodial Agent and deliver such Separate Preferred Securities
to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and
delivery shall be irrevocable after 5:00 A.M., New York City time, on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date and may
not be conditioned upon the level at which the Reset Rate is established.

      (c) If any Holder of Corporate Units does not give a notice of its
intention to make a Cash Settlement, the Preferred Securities of such Holder
shall be deemed tendered, notwithstanding any failure by such Holder to deliver
or properly deliver such Preferred Securities to the Remarketing Agent for
purchase.

      (d) The right of each Holder to have Preferred Securities (including any
Preferred Securities that constitute components of Corporate Units) tendered for
purchase shall be limited to the extent that (i) the Remarketing Agent conducts
a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) Preferred
Securities tendered have not been called for redemption, (iii) the Remarketing
Agent is able to find a purchaser or purchasers for tendered Preferred
Securities at a price of not less than 100% of the aggregate Liquidation Amount
thereof plus deferred and unpaid Distributions thereon, if any, and (iv) such
purchaser or purchasers deliver the purchase price therefor to the Remarketing
Agent as and when required.

      (e) If a Failed Initial Remarketing has occurred, on the Secondary
Remarketing Date, the Remarketing Agent shall use reasonable efforts to
remarket, at a price equal to approximately 100.25% of the aggregate Liquidation
Amount thereof plus deferred and unpaid Distributions, if any, thereon,
Preferred Securities tendered or deemed tendered for purchase.

      (f) If the Remarketing Agent has determined that it will be able to
remarket all Preferred Securities tendered or deemed tendered prior to 4:00
P.M., New York City time, on the Secondary Remarketing Date, the Reset Agent
shall, subject to the terms of the Remarketing Agreement, determine the Reset
Rate.

      (g) If, by 4:00 P.M., New York City time, on the Secondary Remarketing
Date, the Remarketing Agent is unable to remarket all Preferred Securities
tendered or deemed tendered for purchase or if the Secondary Remarketing shall
not have occurred because a condition precedent to the Secondary Remarketing
shall not have been fulfilled, a failed Remarketing ("Failed Secondary
Remarketing") shall be deemed to have occurred, the interest rate on the
Preferred Securities shall not be reset and the Remarketing Agent shall so
advise by telephone the Collateral Agent, the Administrative Trustees, the
Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency.

      (h) By approximately 4:30 P.M., New York City time, on the Secondary
Remarketing Date, provided that there has not been a Failed Secondary
Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral
Agent, the Administrative Trustees, the Depositor,


                                       34
<PAGE>

the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset
Rate determined in the Secondary Remarketing and the aggregate Liquidation
Amount of Preferred Securities sold in the Secondary Remarketing, (ii) each
purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the
aggregate Liquidation Amount of Preferred Securities such purchaser is to
purchase and (iii) each purchaser to give instructions to its Clearing Agency
Participant to pay the purchase price on the Purchase Contract Settlement Date
in same day funds against delivery of the Preferred Securities purchased through
the facilities of the Clearing Agency.

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

      (j) If any Holder selling Preferred Securities in the Secondary
Remarketing fails to deliver such Preferred Securities, the Clearing Agency
Participant of such selling Holder and of any other Person that was to have
purchased Preferred Securities in the Secondary Remarketing may deliver to any
such other Person an aggregate Liquidation Amount of Preferred Securities that
is less than the aggregate Liquidation Amount of Preferred Securities that
otherwise was to be purchased by such Person. In such event, the aggregate
Liquidation Amount of Preferred Securities to be so delivered shall be
determined by such Clearing Agency Participant, and delivery of such lesser
aggregate Liquidation Amount of Preferred Securities shall constitute good
delivery.

      (k) The Remarketing Agent is not obligated to purchase any Preferred
Securities in the Secondary Remarketing or otherwise. Neither the Trust, any
Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case
to provide funds to make payment upon tender of Preferred Securities for
Remarketing.

      (l) The tender and settlement procedures set forth in this Section 5.14,
including provisions for payment by purchasers of Preferred Securities in the
Secondary Remarketing, shall be subject to modification, notwithstanding any
provision to the contrary set forth herein, to the extent required by the
Clearing Agency or if the book-entry system is no longer available for the
Preferred Securities at the time of the Secondary Remarketing, to facilitate the
tendering and Remarketing of Preferred Securities in certificated form. In
addition, the Remarketing Agent may, notwithstanding any provision to the
contrary set forth herein, modify the settlement procedures set forth herein in
order to facilitate the settlement process.

      (m) Anything herein to the contrary notwithstanding, the Reset Rate shall
in no event exceed the maximum rate permitted by applicable law and, as provided
in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent
shall have any obligation to determine whether there is any limitation under
applicable law on the Reset Rate or, if there is any such limitation, the
maximum permissible Reset Rate on the Preferred Securities and they shall rely
solely upon written notice from the Depositor (which the Depositor agrees to
provide


                                       35
<PAGE>

prior to the eighth Business Day before the Purchase Contract Settlement Date)
as to whether or not there is any such limitation and, if so, the maximum
permissible Reset Rate.

      Section 5.15. Option to Put Preferred Securities upon Failed Secondary
Remarketing.

      (a) If a Failed Secondary Remarketing has occurred, Holders of the
Separate Preferred Securities who hold such Separate Preferred Securities
following the Purchase Contract Settlement Date will have the right to deliver
the Preferred Securities to the Trust for repurchase on December 1, 2005 (the
"Repurchase Date"), upon at least three Business Days prior notice, at a price
per Preferred Security equal to the Liquidation Amount plus any accrued and
unpaid Distributions (the "Put Price").

      (b) In order for the Preferred Securities to be repurchased on the Put
Option Exercise Date, the Property Trustee must receive on or prior to 5:00 p.m.
New York City time on the third Business Day immediately preceding the
Repurchase Date, at its Corporate Trust Office or at an office or agency
maintained by the Property Trustee in the Borough of Manhattan, The City of New
York, the Preferred Securities to be repurchased with the form entitled "Option
to Elect Repurchase" on the reverse of or otherwise accompanying such Preferred
Securities duly completed. Any such notice received by the Trustee shall be
irrevocable. All questions as to the validity, eligibility (including time of
receipt) and acceptance of the Preferred Securities for repayment shall be
determined by the Notes Issuer, whose determination shall be final and binding.

      (c) Payment of the Put Price shall be made through the Property Trustee,
subject to the Property Trustee's receipt of payment from the Notes Issuer in
accordance with the terms of the Indenture, no later than 12:00 noon, New York
City time, on the Repurchase Date, and to such account as may be designated. If
the Trustee holds immediately available funds sufficient to pay the Put Price of
Preferred Securities presented for repayment, then, immediately prior to the
close of business on the Repurchase Date, such Preferred Securities will cease
to be Outstanding and Distributions thereon will cease to accumulate, whether or
not such Preferred Securities have been received by the Trust, and all other
rights of the Holder in respect of the Preferred Securities, including the
Holder's right to require the Trust to repay such Preferred Securities, shall
terminate and lapse (other than the right to receive the Put Price upon delivery
of such Preferred Securities but without interest on such Put Price). Neither
the Property Trustee nor the Trust will be required to register or cause to be
registered the transfer of any Preferred Securities which repayment has been
elected.

                                   ARTICLE VI
                    Acts of Securityholders; Meetings; Voting

      Section 6.01. Limitations on Voting Rights.

      (a) Except as provided herein and in the Indenture and as otherwise
required by law, no Holder of Trust 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,


                                       36
<PAGE>

be construed so as to constitute the Securityholders from time to time as
partners or members of an association.

      (b) The Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee or
executing any trust or power conferred on the Indenture Trustee with respect to
such Notes, (ii) waive any past default which may be waived under Section 513 of
the Indenture, (iii) exercise any right to rescind or annul an acceleration of
the principal of all the Notes or (iv) consent to any amendment or modification
of the Indenture, where such consent shall be required, without, in each case,
obtaining the prior consent of the Holders of a majority in aggregate
Liquidation Amount of all Outstanding Preferred Securities; provided, however,
that where such consent under the Indenture would require the consent of each
holder of Notes affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of the Holder of each Outstanding
Preferred Security. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of Preferred Securities, except
by a subsequent vote of the Holders of Preferred Securities. The Property
Trustee shall notify all Holders of the Preferred Securities of any notice
received from the Indenture Trustee as a result of the Trust being the holder of
the Notes. In addition to obtaining the consent of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Trustees shall, at
the expense of the Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that the Trust will not be classified as an association
taxable as a corporation or partnership for United States Federal income tax
purposes on account of such action and will continue to be classified as a
grantor trust for United States Federal income tax purposes.

      (c) Subject to Section 10.02(c) hereof, if any proposed amendment to the
Declaration provides for, or the Trustees otherwise propose to effect, (i) any
action that would adversely affect in any material respect the powers,
preferences or special rights of the Preferred Securities, whether by way of
amendment to this Declaration or otherwise, or (ii) the dissolution or
liquidation of the Trust, other than pursuant to the terms of this Declaration,
then the Holders of Outstanding Preferred Securities will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of a majority in aggregate Liquidation
Amount of the Outstanding Preferred Securities.

      Section 6.02. Notice of Meetings. Notice of all meetings of the Holders of
the Preferred Securities, stating the time, place and purpose of the meeting,
shall be given by the Property Trustee pursuant to Section 10.08 to each
Preferred Securityholder of record, at his/her registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.

      Section 6.03. Meetings of Holders of the Preferred Securities. No annual
meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter upon the
written request of the Holders of at least 25% of the aggregate Liquidation
Amount of the Outstanding Preferred Securities and the Administrative Trustees
or the Property Trustee may, at any time in their discretion, call a meeting of
Holders of the Preferred Securities to vote on any matters as to which the
Holders of the Preferred Securities are entitled to vote.


                                       37
<PAGE>

      Holders of a majority of the aggregate Liquidation Amount of the
Outstanding Preferred Securities, present in person or by proxy, shall
constitute a quorum at any meeting of Securityholders.

      If a quorum is present at a meeting, an affirmative vote of the Holders of
a majority of the aggregate Liquidation Amount of the Outstanding Preferred
Securities present, either in person or by proxy, at such meeting shall
constitute the action of the Securityholders, unless this Declaration requires a
greater number of affirmative votes.

      Section 6.04. Voting Rights. A Securityholder shall be entitled to one
vote for each Trust Security in respect of any matter as to which such
Securityholder is entitled to vote.

      Section 6.05. Proxies, etc. At any meeting of Securityholders, any
Securityholder entitled to vote thereat may vote by proxy, provided that no
proxy shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Pursuant to a resolution of the Property
Trustee, proxies may be solicited in the name of the Property Trustee or one or
more officers of the Property Trustee. Only Securityholders of record shall be
entitled to vote. When Trust Securities are held jointly by several Persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Trust Securities, but if more than one of them shall be present at such meeting
in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

      Section 6.06. Securityholder Action by Written Consent. Any action which
may be taken by Securityholders at a meeting may be taken without a meeting and
without prior notice if Holders of the proportion of the Outstanding Preferred
Securities required to approve such action shall consent to the action in
writing.

      Section 6.07. Record Date for Voting and Other Purposes. For the purposes
of determining the Securityholders who are entitled to notice of and to vote at
any meeting or by written consent, or for the purpose of any other action, the
Administrative Trustees may from time to time fix a date, not more than 90 days
prior to the date of any meeting of Securityholders, as a record date for the
determination of the identity of the Securityholders for such purposes.

      Section 6.08. 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 may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Securityholders 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 the
Administrative Trustees. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Securityholders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing


                                       38
<PAGE>

any such agent shall be sufficient for any purpose of this Declaration and
(subject to Section 7.02) conclusive, 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/her the execution thereof. Where such execution
is by a signer acting in a capacity other than his/her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his/her
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.

      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 Administrative 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 VI, then the determination of such
matter by the Property Trustee shall be conclusive with respect to such matter.

      Section 6.09. 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 VII
                                  The Trustees

      Section 7.01. 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, also by the Trust Indenture Act. The
Property Trustee, other than during the occurrence and continuance of an Event
of Default, undertakes to perform only such duties as are specifically set forth
in this Declaration and, upon an Event of Default, must exercise the same degree
of care and skill as a prudent person would exercise or use in the conduct of
his/her own affairs. The


                                       39
<PAGE>

Trustees shall have all the privileges, rights and immunities provided by the
Delaware Statutory Trust Act. 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 Property Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct. To the extent that, at law or in equity, the
Trustees have duties (including fiduciary duties) and liabilities relating
thereto to the Trust or to the Securityholders, the Trustees shall not be liable
to the Trust or to any Securityholder for the Trustees' 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 Trustees otherwise
existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the Trustees.

      (b) All payments made by the Property Trustee or any other Paying Agent in
respect of the Trust Securities shall be made only from the income and proceeds
from the Trust Property. Each Securityholder, by its acceptance of a Trust
Security, agrees that (i) it will look solely to the income and proceeds from
the Trust Property to the extent available for distribution to it as herein
provided and (ii) 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 7.01(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.

      Section 7.02. Notice of Defaults; Direct Action by Securityholders. Within
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 10.08, notice of
such Event of Default to the Securityholders, the Administrative Trustees and
the Depositor, unless such Event of Default shall have been cured or waived. If
the Property Trustee has failed to enforce its rights under this Declaration or
the Indenture to the fullest extent permitted by law and subject to the terms of
this Declaration and the Indenture after a Securityholder has made a written
request therefor, any Securityholder may institute a legal proceeding directly
to enforce the Property Trustee's rights under this Declaration or the Indenture
with respect to Notes having an aggregate principal amount equal to the
aggregate Liquidation Amount of the Preferred Securities of such Securityholder
without first instituting a legal proceeding against the Property Trustee or any
other Person. To the extent that any action under the Indenture is entitled to
be taken by the holders of at least a specified percentage of the principal
amount of the outstanding Notes, Holders of at least the same percentage of the
Liquidation Amount of the Outstanding Preferred Securities may also take such
action in the name of the Trust if such action has not been taken by the
Property Trustee. To the fullest extent permitted by law, the foregoing shall be
in addition to and not in limitation of any direct rights provided to the
Holders of the Preferred Securities against the Note Issuer under the terms of
the Indenture, including the right, without any notice or other demand on the
Property Trustee, to institute suit for the enforcement of any payment of the
principal of and any premium and interest on Notes as provided in Section 508 of
the Indenture.


                                       40
<PAGE>

      Section 7.03. Certain Rights of Property Trustee. Subject to the
provisions of Section 7.01: (a) the Property Trustee may conclusively rely and
shall be protected in acting or refraining from acting in good faith upon any
resolution, Opinion of Counsel, certificate, written representation of a Holder
or transferee, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,
Note, 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, other than during the occurrence and continuance of an Event of
Default, (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 the
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. 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 negligent action,
its own negligent failure to act or its own willful misconduct;

      (c) the Property Trustee may consult with counsel or other experts of its
selection and the advice or opinion of such counsel or other experts with
respect to legal matters or advice within the scope of such experts' area of
expertise shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;

      (d) 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 security or
indemnity against the costs, expenses and liabilities reasonably satisfactory to
the Property Trustee which might be incurred by it in compliance with such
request or direction;

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


                                       41
<PAGE>

      (f) 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 or
attorneys and the Property Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder;

      (g) whenever in the administration of this Declaration, the Property
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Property Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, conclusively rely upon an Officers' Certificate;

      (h) 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;

      (i) the Property Trustee shall not be deemed to have notice of any default
or Event of Default unless a Responsible Officer of the Property Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Property Trustee at the Corporate Trust Office
and such notice references the Trust Securities and this Declaration;

      (j) the rights, privileges, protections, immunities and benefits given to
the Property Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Property Trustee
in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder; and

      (k) the Property Trustee may request that the Depositor deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Declaration, which Officers' Certificate may be signed by any person authorized
to sign an Officers' Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded.

      Section 7.04. Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, 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 Notes.

      The Property Trustee makes no representations as to the value or condition
of the property of the Trust or any part thereof. The Property Trustee makes no
representations as to the validity or sufficiency of this Declaration or the
Trust Securities.

      Section 7.05. May Hold Securities. 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 Sections 7.08 and 7.13 and,
except as provided in the definition of the term Outstanding in Article I, may
otherwise deal with the Trust with the same rights it would have if it were not
a Trustee or such other agent.


                                       42
<PAGE>

      Section 7.06. Compensation; Indemnity; Fees. The Depositor agrees:

      (a) to pay to the Trustees from time to time such compensation as shall
have been agreed in writing with the Depositor 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 own negligent action, its own negligent
failure to act or its own willful misconduct (or, in the case of the
Administrative Trustees or the Delaware Trustee, any such expense, disbursement
or advance as may be attributable to his/her gross negligence); and

      (c) to indemnify each of the Trustees or any predecessor Trustee for, and
to hold the Trustees harmless against, any and all loss, damage, claims,
liability, penalty or expense including taxes (other than taxes based on the
income of such Trustee) incurred without its own negligent action, its own
negligent failure to act or its willful misconduct (or, in the case of the
Administrative Trustees or the Delaware Trustee, incurred without gross
negligence or bad faith), arising out of or in connection with the acceptance or
administration of this Declaration, including the costs and expenses of
defending itself against any claim (whether by the Depositor, any Holder or any
other person) or liability in connection with the exercise or performance of any
of its powers or duties hereunder.

      No Trustee may claim any Lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 7.06.

      The provisions of this Section 7.06 shall survive the termination of this
Declaration and the resignation or removal of the Trustees.

      Section 7.07. Corporate Property Trustee Required; Eligibility of
Trustees.

      (a) There shall at all times be a Property Trustee hereunder. 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.

      (b) There shall at all times be one or more Administrative Trustees
hereunder. Each Administrative Trustees 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.


                                       43
<PAGE>

      (c) There shall at all times be a Delaware Trustee. 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. Notwithstanding any other provision of
this Declaration, 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 described in this Declaration. The
Delaware Trustee shall be a trustee of the Trust for the sole and limited
purpose of fulfilling the requirements of Section 3807(a) of the Delaware
Statutory Trust Act.

      Section 7.08. Conflicting Interests. If the Property Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Property Trustee 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 7.09. Co-Trustees and Separate Trustee. Unless an Event of Default
shall have occurred and be continuing, at any time or times, for the purpose of
meeting the legal requirements of the Trust Indenture Act or of any jurisdiction
in which any part of the Trust Property may at the time be located, the
Depositor and the Administrative Trustees (and if more than one Administrative
Trustees, by agreed action of the majority of such Trustees) shall have power
(i) to appoint, and upon the written request of the Administrative Trustees the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint one or more Persons approved by the Property Trustee either
to act as co-trustee, jointly with the Property Trustee, of all or any part of
such Trust Property, or to the extent required by law to act as separate trustee
of any such property, in either case with such powers as may be provided in the
instrument of appointment, and (ii) to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section. If the Depositor
does not join in such appointment within 15 days after the receipt by it of a
request so to do, or in case a Note Event of Default has occurred and is
continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity.

      Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged, and delivered
by the Depositor.

      Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

      (a) The Trust Securities shall be executed and delivered and all rights,
powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal


                                       44
<PAGE>

property held by, or required to be deposited or pledged with, the Trustees
specified hereunder, shall be exercised, solely by such Trustees and not by such
co-trustee or separate trustee.

      (b) The rights, powers, duties, and obligations hereby conferred or
imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the
Property Trustee or by the Property Trustee and such co-trustee or separate
trustee jointly, as shall be provided in the instrument appointing such
co-trustee or separate trustee, except to the extent that under any law of any
jurisdiction in which any particular act is to be performed, the Property
Trustee shall be incompetent or unqualified to perform such act, in which event
such rights, powers, duties and obligations shall be exercised and performed by
such co-trustee or separate trustee.

      (c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case an Event of Default under the Indenture has occurred and is
continuing, the Property Trustee shall have power to accept the resignation of,
or remove, any such co-trustee or separate trustee without the concurrence of
the Depositor. Upon the written request of the Property Trustee, the Depositor
shall join with the Property Trustee in the execution, delivery, and performance
of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section.

      (d) No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee, or any other trustee
hereunder.

      (e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee.

      (f) Any Act of Holders delivered to the Property Trustee shall be deemed
to have been delivered to each such co-trustee and separate trustee.

      Section 7.10. Resignation and Removal; Appointment of Successor. No
resignation or removal of any Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 7.11.

      Subject to the immediately preceding paragraph, any Trustee may resign at
any time with respect to the Trust Securities by giving written notice thereof
to the Securityholders.

      Unless an Event of Default shall have occurred and be continuing, any
Trustee may be removed at any time by Act of the Holder of the Common
Securities. If an Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed at
such time only by Act of the Holders of a majority in Liquidation Amount of the
Outstanding Preferred Securities, delivered to such Trustee (in its individual
capacity and on behalf of the Trust). The Administrative Trustees may be removed
at any time by the Holder of Common Securities only.


                                       45
<PAGE>

      If the instrument of acceptance by the successor Trustee required by
Section 7.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation or removal, the Trustee may petition,
at the expense of the Depositor, any court of competent jurisdiction for the
appointment of a successor Trustee.

      If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Event of Default shall have occurred and be continuing, the
Holder of Common Securities, by Act of the Holder of Common Securities delivered
to the retiring Trustee, shall promptly appoint a successor Trustee or Trustees
and the Trust and the retiring Trustee shall comply with the applicable
requirements of Section 7.11. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when an
Event of Default has occurred and is continuing, the Holders of Preferred
Securities, by Act of the Securityholders of a majority in Liquidation Amount of
the Outstanding Preferred Securities delivered to the retiring Trustee, shall
promptly appoint a successor Trustee or Trustees, and such successor Trustee
shall comply with the applicable requirements of Section 7.11. If any
Administrative Trustee shall resign, be removed or become incapable of acting as
an Administrative Trustee at a time when an Event of Default shall have occurred
and be continuing, the Holder of Common Securities shall appoint a successor
Administrative Trustee. If no successor Trustee shall have been so appointed by
the Holder of Common Securities or the Holders of Preferred Securities and
accepted appointment in the manner required by Section 7.11, any Securityholder
who has been a Securityholder of Trust Securities for at least six months may,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

      The Property Trustee shall give notice of each removal of a Trustee and
each appointment of a successor Trustee to all Securityholders in the manner
provided in Section 10.08 and shall give notice to the Depositor. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office if it is the Property Trustee.

      Notwithstanding the foregoing or any other provision of this Declaration,
in the event any Administrative Trustee or the 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 requirements
for Administrative Trustees or for the Delaware Trustee, as the case may be, set
forth in Section 7.07).

      Section 7.11. Acceptance of Appointment by Successor. In case of the
appointment hereunder of a successor Trustee, the retiring Trustee (if requested
by the Depositor) and each successor Trustee shall execute and deliver to the
Trust and the retiring Trustee an amendment hereto wherein each successor
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 Trustee all the rights, powers, trusts and duties of the
retiring 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 Trustee, it being
understood


                                       46
<PAGE>

that nothing herein or in such amendment shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and upon the execution and delivery of
such amendment the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee and the Trust; but, on
request of the Trust or any successor Trustee, such retiring Trustee shall duly
assign, transfer and deliver to such successor Trustee all Trust Property, all
proceeds thereof and money held by such retiring Trustee hereunder.

      Upon request of any such successor Trustee, the Trust shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.

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

      Section 7.12. Merger, Conversion, Consolidation or Succession to Business.
Any Person into which any of the Trustees may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Trustee shall be a party, or any
Person succeeding to all or substantially all the corporate trust business of
such Trustee, shall be the successor of such Trustee hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

      Section 7.13. Preferential Collection of Claims Against Depositor or
Trust. If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor (whether directly or indirectly, secured or unsecured) of the
Depositor or the Trust (or any other obligor upon the Notes or the Trust
Securities), including under the terms of Section 7.05 hereof, the Property
Trustee or the Delaware Trustee, as the case may be, 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 7.14. Reports by Property Trustee. The Property Trustee shall
transmit to Holders 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. If required by Section
313(a) of the Trust Indenture Act, the Property Trustee shall, within 60 days
after each May 31 following the date of this Declaration deliver to Holders a
brief report, dated as of such May 31, which complies with the provisions of
such Section 313(a).

      A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each stock exchange upon which
any Preferred Securities are then listed, with the Commission and with the
Trust. The Trust will promptly notify the Property Trustee when any Preferred
Securities are listed on any stock exchange.


                                       47
<PAGE>

      Section 7.15. 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 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.

      Delivery of such reports, information and documents to the Property
Trustee is for informational purposes only and the Property Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Trust's compliance with any of its covenants hereunder (as to which the Property
Trustee is entitled to conclusively rely exclusively on Officers' Certificates).

      Section 7.16. Evidence of Compliance with Conditions Precedent. The
Depositor and any Administrative Trustee on behalf of the Trust shall provide to
the Property Trustee evidence of compliance with the 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.

      Section 7.17. Statements Required in Officers' Certificate and Opinion of
Counsel.

      Each Officers' Certificate and Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Declaration shall
include:

                  (1) a statement that each Person making such Officers'
Certificate or Opinion of Counsel has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such Officers' Certificate or Opinion of Counsel are based;

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

                  (4) a statement that, in the opinion of such Person, such
covenant or condition has been complied with; provided, however, that with
respect to matters of fact not involving any legal conclusion, an Opinion of
Counsel may rely on an Officers' Certificate or certificates of public
officials.

      Section 7.18. Number of Trustees.

      (a) The number of Trustees shall initially be five, provided that the
Holder of all of the Common Securities by written instrument may increase or
decrease the number of Administrative Trustees provided that there be at least
one Administrative Trustee. During any period in which the number of
Administrative Trustees is more than one, any Administrative Trustees may act on
behalf of the Trust.

      (b) If a Trustee ceases to hold office for any reason and a vacancy shall
occur, the vacancy shall be filled with a Trustee appointed in accordance with
Section 7.10.


                                       48
<PAGE>

      (c) The death, dissolution, termination, resignation, retirement, removal,
bankruptcy, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust. Whenever a vacancy shall
occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with Section 7.10, the Administrative Trustees in office,
regardless of their number (and notwithstanding any other provision of this
Declaration), 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 7.19. Delegation of Power.

      (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any natural person over the age of 21 his/her power
for the purpose of executing any documents contemplated in Section 2.07(a),
including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

      (b) the Administrative Trustees shall have power to delegate from time to
time to such of their number, if there is more than one Administrative Trustee,
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.

      Section 7.20. Voting. Except as otherwise provided in this Declaration,
the consent or vote of the Trustees shall be approved by the Administrative
Trustees or, if more than one, by a majority of the Administrative Trustees.

                                  ARTICLE VIII
                           Dissolution and Liquidation

      Section 8.01. Dissolution Upon Expiration Date. Unless earlier dissolved,
the Trust shall automatically dissolve on November 16, 2009 (the "Expiration
Date").

      Section 8.02. Early Termination. The earliest to occur of any of the
following events is an "Early Termination Event," upon the occurrence of which
the Trust shall dissolve:

      (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Depositor or an acceleration of the maturity of the Notes
pursuant to Section 502 of the Indenture;

      (b) the election of the Depositor to dissolve the Trust and, after
satisfaction of creditors as required by applicable law, cause the distribution
of a Like Amount of Notes to the Holders of the Trust Securities;

      (c) the redemption, at mandatory redemption or upon the occurrence of a
Tax Event, of all of the Trust Securities; and

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


                                       49
<PAGE>

      The election of the Depositor pursuant to Section 8.02(b) shall be made by
the Depositor giving written notice to the Trustees not less than 30 days prior
to the date of distribution of the Notes. Such notice shall specify the date of
distribution of the Notes and shall be accompanied by an Opinion of Counsel that
such event will not be a taxable event to the Holders of the Trust Securities
for United States Federal income tax purposes.

      Section 8.03. Termination. The respective obligations and responsibilities
of the Trustees and the Trust shall terminate upon the latest to occur of the
following: (a) the distribution by the Property Trustee to Securityholders upon
the winding up of the Trust pursuant to Section 8.04 of all amounts required to
be distributed hereunder upon the final payment of the Trust Securities; (b) the
payment of any expenses owed by the Trust; and (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 the filing of the Certificate of Cancellation with the
Secretary of State of the State of Delaware.

      Section 8.04. Winding Up.

      (a) If an Early Termination Event specified in clause (a) or (d) of
Section 8.02 occurs or upon the Expiration Date, the Trust shall be wound up 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 a Like Amount of Notes,
subject to Section 8.04(d). If an Early Termination Event specified in clause
(b) occurs, the Trust shall be liquidated by the Trustee on the date of
distribution of the Notes specified by the Depositor in its notice delivered
pursuant to Section 8.02. 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 appearing 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 a Like
Amount of Notes; and

            (iii) provide such information with respect to the mechanics by
which Holders may exchange Trust Securities Certificates for certificates
evidencing Notes, or, if Section 8.04(d) applies, receive a Liquidation
Distribution, as the Administrative Trustees or the Property Trustee shall deem
appropriate.

      (b) In order to effect the winding up of the Trust and distribution of the
Notes to Securityholders, the Property Trustee, 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 Notes
in exchange for the Outstanding Trust Securities Certificates.

      (c) Except where Section 8.02(c) applies, on or after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Notes will be issued to Holders of
Trust Securities Certificates, upon surrender of


                                       50
<PAGE>

such certificates to the Administrative Trustees or its agent for exchange,
(iii) the Depositor shall use its best efforts to have the Notes listed on the
New York Stock Exchange or such other exchange as the Preferred Securities are
then listed and shall take any reasonable action necessary to effect the
distribution of the Notes, (iv) any Trust Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of Notes,
accruing interest at the rate then borne by the Notes from the last Distribution
Date on which a Distribution was made on such Trust Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments or interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Notes) and (v) all rights of Securityholders
holding Trust Securities will cease, except the right of such Securityholders to
receive Notes upon surrender of Trust Securities Certificates.

      (d) In the event that, notwithstanding the other provisions of this
Section 8.04, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Notes in the manner
provided herein is determined by the Property Trustee not to be practical, the
Trust Property shall be liquidated, and the Trust shall be terminated, by the
Property Trustee in such manner as the Property Trustee determines. 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 accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such dissolution, 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 dissolution pro rata (determined as aforesaid) with Holders of
Preferred Securities, except that, if a Note Event of Default has occurred and
is continuing, the Preferred Securities shall have a priority over the Common
Securities, and no Liquidation Distribution will be paid to the Holders of the
Common Securities unless and until receipt by all Holders of the Preferred
Securities of the entire Liquidation Distribution payable in respect thereof.

                                   ARTICLE IX
                                  Mergers, Etc.

      Section 9.01. 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 as an
entirety or substantially as an entirety to any Person, except as described
below. The Trust may, at the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Trust
Securities, merge with or into, consolidate, amalgamate, or be replaced by, a
trust organized as such under the laws of any State; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Trust Securities or (b) substitutes for the Trust
Securities other securities having substantially the same terms as the Trust
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Trust Securities rank with respect to the payment of
Distributions and payments upon liquidation, redemption and otherwise, (ii) the
Depositor expressly appoints a trustee of such


                                       51
<PAGE>

successor entity possessing the same powers and duties as the Property Trustee
as the holder of the Notes, (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 Trust Securities
are then listed or quoted, (iv) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not cause the Preferred
Securities (including any Successor Securities) to be downgraded, placed under
surveillance or review or withdrawn by any nationally recognized statistical
rating organization, (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Trust Securities (including any Successor
Securities) in any material respect, (vi) such successor entity has a purpose
substantially similar to that of the Trust, (vii) prior to such merger,
consolidation, amalgamation, replacement, transfer or lease, the Depositor and
the Property Trustee have received an Opinion of Counsel to the effect that (a)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
Holders of the Trust Securities (including any Successor Securities) in any
material respect, and (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 the Trust (or the successor entity) will continue to be classified as a
grantor trust for United States Federal income tax purposes and (viii) the
Depositor or any permitted successor assignee owns all of the common securities
of such successor entity and guarantees the obligations of such successor entity
under the Successor Securities at least to the extent provided by the Guarantee
and this Declaration. Notwithstanding the foregoing, the Trust shall not, except
with the consent of all Holders of the Trust Securities, 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 other entity or
permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, conversion, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the successor entity not
to be classified as a grantor trust for United States Federal income tax
purposes or would cause each Holder of Trust Securities not to be treated as
owning an undivided beneficial ownership interest in the Notes.

                                    ARTICLE X
                            Miscellaneous Provisions

      Section 10.01. Limitation of Rights of Securityholders. The death,
dissolution or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Declaration,
nor dissolve, annul or terminate the Trust, 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 10.02. Amendment.

      (a) This Declaration may be amended from time to time by the Trustees and
the Depositor, without the consent of any Securityholders, to cure any
ambiguity, defect or inconsistency or make any other change which does not
adversely affect in any material respect


                                       52
<PAGE>

the interests of any Holder of Preferred Securities. Notice of any amendments of
this Declaration pursuant to Section 10.02(a) shall be given to the
Securityholders.

      (b) Except as provided in Section 10.02(a) and 10.02(c) hereof, any
provision of this Declaration may be amended by the Trustees and the Depositor
with the consent of Holders of a majority of the aggregate Liquidation Amount of
the Outstanding Preferred Securities.

      (c) In addition to and notwithstanding any other provision in this
Declaration, without the consent of each affected Securityholder, this
Declaration may not be amended to (i) change the amount, timing or currency of
any Distribution or Liquidation Distribution on the Trust Securities or
otherwise adversely affect the method of payment of any Distribution or
Liquidation Distribution required to be made in respect of the Trust Securities
as of a specified date; (ii) change the redemption provisions of the Trust
Securities; (iii) restrict the right of a Securityholder to institute suit for
the enforcement of any such payment contemplated in (i) or (ii) above on or
after the related date; (iv) modify the first sentence of Section 2.06 hereof;
(v) authorize or issue any beneficial interest in the Trust other than as
contemplated by this Declaration; (vi) change the conditions precedent for the
Depositor to elect to dissolve the Trust and distribute the Notes to Holders of
Preferred Securities as set forth in Section 8.02; or (vii) affect the limited
liability of any Holder of Preferred Securities, and, notwithstanding any other
provision herein, without the unanimous consent of the Securityholders,
paragraphs (b) and (c) of this Section 10.02 may not be amended.

      (d) Notwithstanding any other provisions of this Declaration, no amendment
to this Declaration shall be made without receipt by the Trust of an Opinion of
Counsel experienced in such matters to the effect that such amendment will not
affect the Trust's status as a grantor trust for United States Federal income
tax purposes or its exemption from regulation as an "investment company" under
the 1940 Act.

      (e) Notwithstanding anything in this Declaration to the contrary, without
the consent of the Depositor, this Declaration may not be amended in a manner
which imposes any additional obligation on the Depositor.

      (f) In the event that any amendment to this Declaration is made, the
Administrative Trustees shall promptly provide to the Depositor a copy of such
amendment.

      (g) In executing any amendment to the Declaration, the Property Trustee
shall be entitled to receive, and (subject to Section 8.01) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Declaration. Except as
contemplated by Section 7.11, a Trustee may, but shall not be obligated to,
enter into any amendment to this Declaration which affects the Trustee's own
rights, duties or immunities under this Declaration or otherwise.

      Section 10.03. Severability. 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 10.04. Governing Law. THIS DECLARATION AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST, THE DEPOSITOR


                                       53
<PAGE>

AND THE TRUSTEES WITH RESPECT TO THIS DECLARATION AND THE TRUST SECURITIES SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

      Section 10.05. 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 may 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
payments shall be made on the immediately preceding Business Day, in each case
with the same force and effect as though made on the date fixed for such
payment.

      Section 10.06. Successors and Assigns. This Declaration shall be binding
upon and shall inure to the benefit of any successor to the Trust or successor
Trustee or both, including any successor by operation of law. Except in
connection with a consolidation, merger or sale involving the Depositor that is
permitted under Article V of the 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 10.07. Headings. The Article and Section headings are for
convenience only and shall not affect the construction of this Declaration.

      Section 10.08. Reports, Notices and Demands. Any report, notice, demand or
other communication 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 a Preferred Security, to
such Holder of a Preferred Security as such Securityholder's name and address
may appear on the Securities Register; and (b) in the case of the Holder of a
Common Security or the Depositor, to Public Service Enterprise Group
Incorporated, 80 Park Plaza, Newark, New Jersey 07101, Attention: Treasurer,
facsimile no.: 973-242-1651. Such notice, demand or other communication to or
upon a Securityholder shall be deemed to have been sufficiently given or made,
for all purposes, upon hand delivery, mailing or transmission.

      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
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 Wachovia Bank, National
Association, 21 South Street, Morristown, New Jersey 07960, Attention: Corporate
Trust Administration; (b) with respect to the Delaware Trustee, to Wachovia
Trust Company, National Association, One Rodney Square, 920 King Street, Suite
102, Wilmington, Delaware 19801; and (c) with respect to the Administrative
Trustees, to the address above for notices to the Depositor, marked "Attention:
Administrative Trustee of PSEG Funding Trust I c/o Treasurer." Such notice,
demand or other communication to or upon the Property Trustee or the Delaware
Trustee shall be deemed to have been sufficiently given or made only upon actual
receipt of the writing by the Property Trustee or the Delaware Trustee.


                                       54
<PAGE>

      Section 10.09. Agreement Not to Petition. Each of the Trustees and the
Depositor agree for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
VIII, they shall not file, or join in the filing of, a petition against the
Trust under any Bankruptcy Laws or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor or any of the Trustees takes action in violation of this Section
10.09, 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 or
any of the Trustees, as applicable, against the Trust or the commencement of
such action and raise the defense that the Depositor and each of the Trustees
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 Property
Trustee or the Trust may assert. The provisions of this Section 10.09 shall
survive the termination 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 a 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
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
Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY 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 THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE 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 BETWEEN THE TRUST AND SUCH
SECURITYHOLDER AND SUCH OTHERS.


                                       55
<PAGE>

      WITNESS WHEREOF, the undersigned have caused this agreement to be executed
as of the day and year first above written.

                                        PUBLIC SERVICE ENTERPRISE GROUP
                                        INCORPORATED, as Depositor

                                        By:_____________________________________
                                           Name:
                                           Title:


                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION, as Property Trustee

                                        By:_____________________________________
                                           Name:
                                           Title:


                                        WACHOVIA TRUST COMPANY, NATIONAL
                                        ASSOCIATION, as Delaware Trustee

                                        By:_____________________________________
                                           Name:
                                           Title:


                                        _______________________________________,
                                        as Administrative Trustee
                                        Name:


                                        _______________________________________,
                                        as Administrative Trustee
                                        Name:


                                        _______________________________________,
                                        as Administrative Trustee
                                        Name:


                                       56
<PAGE>

EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                              PSEG FUNDING TRUST I

      THIS CERTIFICATE OF TRUST of PSEG Funding Trust I (the "Trust"), dated
March 18, 2002, is being duly executed and filed by the undersigned, as
trustees, to form a statutory trust under the Delaware Statutory Trust Act (12
Del. C.ss.3801 et seq.) (the "Act").

            (i) Name. The name of the statutory trust being formed hereby is
PSEG Funding Trust I.

            (ii) Delaware Trustee. The name and business address of the trustee
of the Trust in the State of Delaware are First Union Trust Company, National
Association, One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware
19801.

            (iii) Counterparts. This Certificate of Trust may be executed in one
or more counterparts, all of which together shall constitute one and the same
instrument.

            (iv) Effective Date. This Certificate of Trust shall be effective as
of its filing with the Secretary of State of Delaware.

      IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written in
accordance with Section 3811(a) of the Act.

                                        FIRST UNION TRUST COMPANY, NATIONAL
                                        ASSOCIATION, as Trustee


                                        By: ------------------------------------
                                            Name:  Sterling C. Correia
                                            Title: Vice President


                                            Mark G. Kahrer, as Trustee


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


                                      A-1
<PAGE>

EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE

THE RECEIPT AND ACCEPTANCE OF A COMMON SECURITY OR ANY INTEREST HEREIN BY OR ON
BEHALF OF A SECURITYHOLDER OR ANY 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 COMMON
SECURITY OF ALL THE TERMS AND PROVISIONS OF THE DECLARATION AND AGREEMENT TO THE
SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND
SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS
THAT THE TERMS AND PROVISIONS OF THE DECLARATION SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

Certificate Number
__-1

Number of Common Securities:
Aggregate Liquidation Amount:

                    Certificate Evidencing Common Securities

                                       of

                              PSEG Funding Trust I

                                Common Securities

                  (liquidation amount $50 per Common Security)

      PSEG Funding Trust I, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Public Service Enterprise
Group Incorporated (the "Holder") is the registered holder of 284,537 common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated as the Common Securities (liquidation amount
$50 per Common Security) (the "Common Securities"). This certificate is, and 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
Trust Agreement of the Trust dated as of September 10, 2002, as the same may be
amended from time to time (the "Declaration"). The Trust will furnish a copy of
the Declaration and the Indenture to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.


                                      B-1
<PAGE>

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

      By acceptance, the Holder agrees to treat, for United States Federal
income tax purposes, the Notes as indebtedness of the Depositor and the Common
Securities as evidence of an undivided beneficial interest in the Notes.

      This Certificate shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to the conflict of laws principles
thereof.


                                      B-2
<PAGE>

      IN WITNESS WHEREOF, the Trust has executed this certificate this 10th day
of September, 2002.

                                        PSEG FUNDING TRUST I


                                        By:_____________________________________
                                           Name:
                                           Title: Administrative Trustee


                                      B-3
<PAGE>

EXHIBIT C

      THE RECEIPT AND ACCEPTANCE OF A PREFERRED SECURITY OR ANY INTEREST HEREIN
BY OR ON BEHALF OF A SECURITYHOLDER OR ANY 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 PREFERRED SECURITY OF ALL THE TERMS AND PROVISIONS OF THE DECLARATION AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THE DECLARATION
SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH
SECURITYHOLDER AND SUCH OTHERS.

      [To be included in Book-Entry Preferred Securities Certificate- This
Preferred Security is a Book-Entry Preferred Securities Certificate within the
meaning of the Declaration previously referred to and is registered in the name
of The Depository Trust Company (the "Depository") or a nominee of the
Depository. This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person or entity other than the Depository or its
nominee only in the limited circumstances described in the Declaration and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.

Unless this Preferred Security is presented by an authorized representative of
The Depository Trust Company, a New York corporation, (55 Water Street, New
York) to PSEG Funding Trust I or its agent for registration of transfer,
exchange or payment, and any Preferred Security issued is registered in the name
of Cede & Co. or such other name as requested by an authorized representative of
The Depository Trust Company and any payment hereon is made to Cede & Co. or to
such other entity as is requested by an authorized representative of The
Depository Trust Company, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.]


                                      C-1
<PAGE>

Certificate Number:_____

Number of Preferred Securities:
Aggregate Liquidation Amount:
CUSIP NO.

                   Certificate Evidencing Preferred Securities

                                       of

                              PSEG Funding Trust I


                              Preferred Securities,

                 (liquidation amount $50 per Preferred Security)

      PSEG Funding Trust I, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that [For inclusion in
Book-Entry Preferred Securities Certificate only - Cede & Co.] [For inclusion in
Pledged Preferred Securities - Wachovia Bank, National Association, as Purchase
Contract Agent pursuant to the Purchase Contract Agreement] (the "Holder") is
the registered holder of 9,200,000 preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust and
designated the PSEG Funding Trust I 6.25% Preferred Securities (liquidation
amount $50 per Preferred Security) (the "Preferred Securities") or such other
number of Preferred Securities as is reflected in the Schedule of Increases or
Decreases attached hereto. Subject to the terms of 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
5.04 of the Declaration. 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 Trust Agreement of the Trust dated as of September 10,
2002, as the same may be amended from time to time (the "Declaration"). The
Holder is entitled to the benefits of the Guarantee Agreement entered into by
Public Service Enterprise Group Incorporated, a New Jersey corporation, and
Wachovia Bank, National Association as guarantee trustee, dated as of September
10, 2002 (as the same may be amended from time to time, the "Guarantee") to the
extent provided therein, together with the obligations of Public Service
Enterprise Group Incorporated under the Declaration, its Notes and the Indenture
related to such Notes. The Trust will furnish a copy of the Declaration, the
Guarantee and the Indenture 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>

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

      This Certificate shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to the conflict of laws principles
thereof.

      Capitalized terms used herein but not otherwise defined shall have the
respective meanings assigned thereto in the Declaration.

      IN WITNESS WHEREOF, the Trust has executed this certificate this 10th day
of September, 2002.

                                        PSEG FUNDING TRUST I


                                        By:_____________________________________
                                           Name:
                                           Title:  Administrative Trustee


                                      C-3
<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers to:

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

(Insert address and zip code of assignee)

__________ Preferred Securities represented by this Preferred Securities
Certificate and irrevocably appoints

agent to transfer said Preferred Securities on the books of the Trust. The agent
may substitute another to act for him or her.

Date:

Signature:

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


                                      C-4
<PAGE>

               [TO BE ATTACHED TO BOOK-ENTRY PREFERRED SECURITIES
                  CERTIFICATE AND PLEDGED PREFERRED SECURITIES]
                       SCHEDULE OF INCREASES OR DECREASES

The following increases or decreases in this [Book-Entry Preferred Securities
Certificate] [Pledged Preferred Security] have been made:

<TABLE>
<CAPTION>

<S>             <C>                     <C>                   <C>                     <C>
                Amount of increase      Amount of decrease     Aggregate number of
                in aggregate number    in aggregate number    Preferred Securities
                   of Preferred            of Preferred           evidenced by
                    Securities              Securities          this [Book-Entry
                 evidenced by this      evidenced by this     Preferred Securities
                    [Book-Entry       [Book-Entry Preferred       Certificate]           Signature of
               Preferred Securities         Securities         [Pledged Preferred     authorized officer
                   Certificate]            Certificate]             Security]         of Property Trustee
                [Pledged Preferred      [Pledged Preferred       following such          or Securities
Date                 Security]              Security]]        decrease or increase         Custodian
---------------------------------------------------------------------------------------------------------
</TABLE>



                                      C-5