<PAGE>

                                                                   EXHIBIT 4(jj)

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

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                                CGMH CAPITAL II

                         DATED AS OF _________, __, 2003

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
                                                  ARTICLE I
                                        INTERPRETATION AND DEFINITIONS

Section 1.1           Definitions......................................................................    2

                                                  ARTICLE II
                                             TRUST INDENTURE ACT

Section 2.1           Trust Indenture Act; Application.................................................    7

Section 2.2           Lists of Holders of Securities...................................................    8

Section 2.3           Reports by the Institutional Trustee.............................................    8

Section 2.4           Periodic Reports to Institutional Trustee........................................    8

Section 2.5           Evidence of Compliance with Conditions Precedent.................................    9

Section 2.6           Events of Default; Waiver........................................................    9

Section 2.7           Event of Default; Notice.........................................................   10

                                                 ARTICLE III
                                                 ORGANIZATION

Section 3.1           Name.............................................................................   11

Section 3.2           Office...........................................................................   11

Section 3.3           Purpose..........................................................................   11

Section 3.4           Authority........................................................................   11

Section 3.5           Title to Property of the Trust...................................................   12

Section 3.6           Powers and Duties of the Regular Trustees........................................   12

Section 3.7           Prohibition of Actions by the Trust and the Trustees.............................   14

Section 3.8           Powers and Duties of the Institutional Trustee...................................   15

Section 3.9           Certain Duties and Responsibilities of the Institutional Trustee.................   17

Section 3.10          Certain Rights of Institutional Trustee..........................................   19

Section 3.11          Delaware Trustee.................................................................   21

Section 3.12          Execution of Documents...........................................................   21

Section 3.13          Not Responsible for Recitals or Issuance of Securities...........................   21

Section 3.14          Duration of Trust................................................................   21

Section 3.15          Mergers..........................................................................   21
</TABLE>

                                       i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
                                                  ARTICLE IV
                                                   SPONSOR

Section 4.1           Sponsor's Purchase of Common Securities..........................................   23

Section 4.2           Responsibilities of the Sponsor..................................................   23

                                                  ARTICLE V
                                                   TRUSTEES

Section 5.1           Number of Trustees...............................................................   24

Section 5.2           Delaware Trustee.................................................................   24

Section 5.3           Institutional Trustee; Eligibility...............................................   24

Section 5.4           Qualifications of Regular Trustees and Delaware Trustee Generally................   25

Section 5.5           Initial Trustees; Additional Powers of Regular Trustees..........................   25

Section 5.6           Appointment, Removal and Resignation of Trustees.................................   26

Section 5.7           Vacancies among Trustees.........................................................   28

Section 5.8           Effect of Vacancies..............................................................   28

Section 5.9           Meetings.........................................................................   28

Section 5.10          Delegation of Power..............................................................   28

Section 5.11          Merger, Conversion, Consolidation or Succession to Business......................   29

                                                  ARTICLE VI
                                                DISTRIBUTIONS

Section 6.1           Distributions....................................................................   29

                                                 ARTICLE VII
                                            ISSUANCE OF SECURITIES

Section 7.1           General Provisions Regarding Securities..........................................   29

                                                 ARTICLE VIII
                                             TERMINATION OF TRUST

Section 8.1           Termination of Trust.............................................................   30

                                                  ARTICLE IX
                                            TRANSFER OF INTERESTS

Section 9.1           Transfer of Securities...........................................................   31

Section 9.2           Transfer of Certificates.........................................................   32

Section 9.3           Deemed Security Holders..........................................................   32
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
Section 9.4           Book Entry Interests.............................................................   32

Section 9.5           Notices to Clearing Agency.......................................................   33

Section 9.6           Appointment of Successor Clearing Agency.........................................   33

Section 9.7           Definitive Preferred Security Certificates.......................................   33

Section 9.8           Mutilated, Destroyed, Lost or Stolen Certificates................................   34

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

Section 10.1          Liability........................................................................   34

Section 10.2          Exculpation......................................................................   35

Section 10.3          Fiduciary Duty...................................................................   35

Section 10.4          Indemnification..................................................................   36

Section 10.5          Outside Businesses...............................................................   39

                                                  ARTICLE XI
                                                  ACCOUNTING

Section 11.1          Fiscal Year......................................................................   39

Section 11.2          Certain Accounting Matters.......................................................   39

Section 11.3          Banking..........................................................................   40

Section 11.4          Withholding......................................................................   40

                                                 ARTICLE XII
                                           AMENDMENTS AND MEETINGS

Section 12.1          Amendments.......................................................................   41

Section 12.2          Meetings of the Holders of Securities; Action by Written Consent.................   42

                                                 ARTICLE XIII
                                   REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                                             AND DELAWARE TRUSTEE

Section 13.1          Representations and Warranties of Institutional Trustee..........................   44

Section 13.2          Representations and Warranties of Delaware Trustee...............................   44

                                                 ARTICLE XIV
                                                MISCELLANEOUS

Section 14.1          Notices..........................................................................   45
</TABLE>

                                       iii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
Section 14.2          Governing Law....................................................................   46

Section 14.3          Intention of the Parties.........................................................   46

Section 14.4          Headings.........................................................................   46

Section 14.5          Successors and Assigns...........................................................   47

Section 14.6          Partial Enforceability...........................................................   47

Section 14.7          Counterparts.....................................................................   47
</TABLE>

<TABLE>
<S>                                                                                                      <C>
ANNEX I     TERMS OF SECURITIES........................................................................   I-1
EXHIBIT A-1 FORM OF PREFERRED SECURITY CERTIFICATE.....................................................  A1-1
EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE........................................................  A2-1
EXHIBIT B   SPECIMEN OF DEBENTURE......................................................................   B-1
EXHIBIT C   UNDERWRITING AGREEMENT.....................................................................   C-1
</TABLE>

                                       iv

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
                                        Section of
                                    Trust Indenture Act                                  Section of
                                    of 1939, as amended                                  Declaration
                                    -------------------                                  -----------
<S>                                                                                      <C>
310(a).............................................................................      5.3(a)
310(c).............................................................................      Inapplicable
311(c).............................................................................      Inapplicable
312(a).............................................................................      2.2(a)
312(b).............................................................................      2.2(b)
313................................................................................      2.3
314(a).............................................................................      2.4
314(b).............................................................................      Inapplicable
314(c).............................................................................      2.5
314(d).............................................................................      Inapplicable
314(f).............................................................................      Inapplicable
315(a).............................................................................      3.9(b)
315(c).............................................................................      3.9(a)
315(d).............................................................................      3.9(a)
316(a).............................................................................      Annex A
316(c).............................................................................      3.6(e)
</TABLE>

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

                                       v

<PAGE>

                              AMENDED AND RESTATED
                             DECLARATION OF TRUST OF
                                CGMH CAPITAL II

                               _________ __, 20__

         AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of _________ __, 20__, by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to this Declaration;

         WHEREAS, the Trustees and the Sponsor established CGMH Capital [II]
(the "Trust"), a statutory trust under the Statutory Trust Act (as defined
herein) pursuant to a Declaration of Trust dated as of December 19, 1996 (the
"Original Declaration") and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on December 19, 1996 and amended on October 24,
1997 and June 11, 2003, for the sole purpose of issuing and selling certain
securities representing undivided beneficial interests in the assets of the
Trust and investing the proceeds thereof in certain Debentures of the Debenture
Issuer;

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

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

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

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1       Definitions.

         Unless the context otherwise requires:

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

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

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

<PAGE>

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

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

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

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

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

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

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

         "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

         "CGMH" means Citigroup Global Markets Holdings Inc., a New York
corporation.

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

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

         "Closing Date" means _________ __, 20__.

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

         "Commission" means the Securities and Exchange Commission.

         "Common Security" has the meaning specified in Section 7.1.


                                       2

<PAGE>
         "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Exhibit A-2.

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

         "Corporate Trust Office" means the office of the Institutional Trustee
at which the corporate trust business of the Institutional Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located at 4 New York Plaza, New York, New York
10004.

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

         "Debenture Issuer" means CGMH (or the Sponsor) in its capacity as
issuer of the Debentures under the Indenture.

         "Debenture Trustee" means JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank), as trustee under the Indenture until a successor is
appointed thereunder, and thereafter means such successor trustee.

         "Debentures" means the series of Debentures to be issued by the
Debenture Issuer under the Indenture to be held by the Institutional Trustee, a
specimen certificate for such series of Debentures being Exhibit B.

         "Definitive Preferred Security Certificates" has the meaning set forth
in Section 9.4.

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

         "Distribution" has the meaning set forth in Section 6.1.

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

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

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

         "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

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

         "Global Certificate" has the meaning set forth in Section 9.4.

                                       3

<PAGE>
         "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Statutory Trust Act.

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

         "Indenture" means the Indenture dated as of January 28, 1998, as
supplemented, between the Debenture Issuer and the Debenture Trustee, pursuant
to which the Debentures are to be issued.

         "Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

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

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

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

         "Investment Company Event" has the meaning set forth in Annex I hereto.

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

         "Majority in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of an aggregate liquidation amount representing more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

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

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

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

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


                                       4

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

         "Paying Agent" has the meaning specified in Section 3.8(h).

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

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

         "Preferred Securities Guarantee" means the guarantee agreement dated as
of _________ __, 20__, of the Sponsor in respect of the Preferred Securities.

         "Preferred Security" has the meaning specified in Section 7.1.

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

         "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

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

         "Regular Trustee" has the meaning specified in Section 5.1.

         "Regulatory Capital Event" has the meaning set forth in Annex I hereto.

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

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

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

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


                                       5

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

         "Special Event" has the meaning set forth in Annex I hereto.

         "Sponsor" means CGMH or any successor entity in a merger, consolidation
or amalgamation, in its capacity as sponsor of the Trust.

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

         "Successor Delaware Trustee" has the meaning set forth in Section 5.6.

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

         "Successor Institutional Trustee" has the meaning set forth in Section
5.6.

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

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

         "Tax Event" has the meaning set forth in Annex I hereto.

         "10% in liquidation amount of the Securities" means, except as provided
in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of an aggregate liquidation amount representing 10% or more of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

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

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

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

         "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Trust Preferred Securities in the form of Exhibit C.

                                       6

<PAGE>

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1       Trust Indenture Act; Application.

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

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

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

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

SECTION 2.2       Lists of Holders of Securities.

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

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

SECTION 2.3       Reports by the Institutional Trustee.

         Within 60 days after April 15 of each year, the Institutional Trustee
shall provide to the Holders of the Preferred Securities such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by Section 313 of the Trust Indenture Act. The Institutional
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

                                       7

<PAGE>

SECTION 2.4       Periodic Reports to Institutional Trustee.

         Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such documents, reports and
information as required by Section 314 (if any) and the compliance certificate
required by Section 314 of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.5       Evidence of Compliance with Conditions Precedent.

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

SECTION 2.6       Events of Default; Waiver.

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

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

                           (ii)     is waivable only with the consent of holders
                  of more than a majority in principal amount of the Debentures
                  (a "Super Majority") affected thereby, only the Holders of at
                  least the proportion in aggregate liquidation amount of the
                  Preferred Securities that the relevant Super Majority
                  represents of the aggregate principal amount of the Debentures
                  outstanding may waive such Event of Default in respect of the
                  Preferred Securities under the Declaration.

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

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

                                       8

<PAGE>

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

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

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

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default with respect to the Preferred Securities have been so
cured, waived or otherwise eliminated, the Institutional Trustee will be deemed
to be acting solely on behalf of the Holders of the Preferred Securities and
only the Holders of the Preferred Securities will have the right to direct the
Institutional Trustee in accordance with the terms of the Securities. The
foregoing provisions of this Section 2.6(b) shall be in lieu of Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly
excluded from this Declaration and the Securities, as permitted by the Trust
Indenture Act. Subject to the foregoing provisions of this Section 2.6(b), upon
the waiver of an Event of Default by the Holders of a Majority in liquidation
amount of the Common Securities, any such default shall cease to exist and any
Event of Default with respect to the Common Securities arising therefrom shall
be deemed to have been cured for every purpose of this Declaration, but no such
waiver shall extend to any subsequent or other default or Event of Default with
respect to the Common Securities or impair any right consequent thereon.

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

SECTION 2.7       Event of Default; Notice.

                  (a)      The Institutional Trustee shall, within 90 days after
         the occurrence of an Event of Default, transmit by mail, first class
         postage prepaid, to the Holders of the Securities, notices of (i) all
         defaults with respect to the Securities actually known to a Responsible
         Officer of the Institutional Trustee, unless such defaults have been
         cured

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<PAGE>

         before the giving of such notice (the term "defaults" for the purposes
         of this Section 2.7(a) being hereby defined to be an Event of Default
         as defined in the Indenture, not including any periods of grace
         provided for therein and irrespective of the giving of any notice
         provided therein) and (ii) any notice of default received from the
         Indenture Trustee with respect to the Debentures, which notice from the
         Institutional Trustee to the Holders shall state that an Event of
         Default under the Indenture also constitutes an Event of Default with
         respect to the Securities; provided that, except for a default in the
         payment of principal of (or premium, if any) or interest on any of the
         Debentures or in the payment of any sinking fund installment
         established for the Debentures, the Institutional Trustee shall be
         protected in withholding such notice if and so long as a Responsible
         Officer of the Institutional Trustee in good faith determines that the
         withholding of such notice is in the interests of the Holders of the
         Securities.

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

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

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

                                  ARTICLE III
                                  ORGANIZATION

SECTION 3.1       Name.

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

SECTION 3.2       Office.

         The address of the principal office of the Trust is c/o Citigroup
Global Markets Holdings Inc., 388 Greenwich Street, New York, New York 10013. On
ten Business Days written notice to the Holders of Securities, the Regular
Trustees may designate another principal office.

SECTION 3.3       Purpose.

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

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SECTION 3.4       Authority.

         Subject to the limitations provided in this Declaration and to the
specific duties of the Institutional Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Institutional Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

SECTION 3.5       Title to Property of the Trust.

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

SECTION 3.6       Powers and Duties of the Regular Trustees.

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

                  (a)      to issue and sell the Preferred Securities and the
         Common Securities in accordance with this Declaration; provided,
         however, that the Trust may issue no more than one series of Preferred
         Securities and no more than one series of Common Securities, and,
         provided further, that there shall be no interests in the Trust other
         than the Securities, and the issuance of Securities shall be limited to
         a simultaneous issuance of both Preferred Securities and Common
         Securities on the Closing Date;

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

                           (i)      execute and file with the Commission on
                  behalf of the Trust a registration statement on Form S-3 or on
                  another appropriate form, or a registration statement under
                  Rule 462(b) of the Securities Act, in each case prepared by
                  the Sponsor, including any pre-effective or post-effective
                  amendments thereto, relating to the registration under the
                  Securities Act of the Preferred Securities;

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

                                       11

<PAGE>

                           (iii)    execute and file an application, prepared by
                  the Sponsor, to the New York Stock Exchange, Inc., any other
                  national stock exchange or the Nasdaq National Market for
                  listing upon notice of issuance of any Preferred Securities;

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

                           (v)      deliver the Underwriting Agreement providing
                  for the sale of the Preferred Securities;

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

                  (d)      to give the Sponsor and the Institutional Trustee
         prompt written notice of the occurrence of a Special Event; provided
         that the Regular Trustees shall consult with the Sponsor and the
         Institutional Trustee before taking or refraining from taking any
         ministerial action in relation to a Special Event;

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

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

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

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

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

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

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<PAGE>

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

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

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

                  (n)      to take all action that may be necessary or
         appropriate for the preservation and the continuation of the Trust's
         valid existence, rights, franchises and privileges as a statutory 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 Preferred Securities or to enable the Trust to
         effect the purposes for which the Trust was created;

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

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

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

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

         provided that such action does not adversely affect the interests of
         Holders;

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

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

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

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<PAGE>

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

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

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

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

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

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

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

                           (iv)     make any loans or incur any indebtedness;

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

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

                           (vii)    other than as provided in this Declaration
                  or Annex I, (A) direct the time, method and place of
                  exercising any trust or power conferred upon the Debenture
                  Trustee with respect to the Debentures, (B) waive any past
                  default that is waivable under the Indenture, (C) exercise any
                  right to rescind or annul any declaration that the principal
                  of all the Debentures shall be due and payable, or (D) consent
                  to any amendment, modification or termination of the Indenture
                  or the Debentures where such consent shall be required unless
                  the Trust shall have obtained an opinion of nationally
                  recognized independent tax counsel experienced in such matters
                  to the effect that as a result of such action, the Trust will
                  not fail to be classified as a grantor trust for United States
                  federal income tax purposes.

SECTION 3.8       Powers and Duties of the Institutional Trustee.

                  (a)      The legal title to the Debentures shall be owned by
         and held of record in the name of the Institutional Trustee in trust
         for the benefit of the Holders of the Securities. The right, title and
         interest of the Institutional Trustee to the Debentures shall vest
         automatically in each Person who may hereafter be appointed as
         Institutional Trustee in accordance with Section 5.6. Such vesting and
         cessation of title shall be effective

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<PAGE>

         whether or not conveyancing documents with regard to the Debentures
         have been executed and delivered.

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

                  (c)      The Institutional Trustee shall:

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

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

                           (iii)    upon written notice of distribution issued
                  by the Regular Trustees in accordance with the terms of the
                  Securities, engage in such ministerial activities as shall be
                  necessary or appropriate to effect the distribution of the
                  Debentures to Holders of Securities upon the occurrence of
                  certain Special Events or other specified circumstances
                  pursuant to the terms of the Securities.

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

                  (e)      Subject to Section 2.6, the Institutional Trustee
         shall take any Legal Action which arises out of or in connection with
         an Event of Default of which a Responsible Officer of the Institutional
         Trustee has actual knowledge or the Institutional Trustee's duties and
         obligations under this Declaration or the Trust Indenture Act.

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

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<PAGE>

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

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

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

                  (h)      The Institutional Trustee may authorize one or more
         Persons (each, a "Paying Agent") to pay Distributions, redemption
         payments or liquidation payments on behalf of the Trust with respect to
         all securities and any such Paying Agent shall comply with Section
         317(b) of the Trust Indenture Act. Any Paying Agent may be removed by
         the Institutional Trustee at any time and a successor Paying Agent or
         additional Paying Agents may be appointed at any time by the
         Institutional Trustee.

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

         The Institutional Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Institutional Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust set
out in Section 3.3.

SECTION 3.9       Certain Duties and Responsibilities of the Institutional
                  Trustee.

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

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

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<PAGE>

                           (i)      prior to the occurrence of an Event of
                  Default and after the curing or waiving of all such Events of
                  Default that may have occurred:

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

                                    (B)      in the absence of bad faith on the
                           part of the Institutional Trustee, the Institutional
                           Trustee may conclusively rely, as to the truth of the
                           statements and the correctness of the opinions
                           expressed therein, upon any certificates or opinions
                           furnished to the Institutional Trustee and conforming
                           to the requirements of this Declaration; but in the
                           case of any such certificates or opinions that by any
                           provision hereof are specifically required to be
                           furnished to the Institutional Trustee, the
                           Institutional Trustee shall be under a duty to
                           examine the same to determine whether or not they
                           conform to the requirements of this Declaration;

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

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

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

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

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<PAGE>

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

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

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

SECTION 3.10      Certain Rights of Institutional Trustee.

                  (a)      Subject to the provisions of Section 3.9:

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

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

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

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

                           (v)      the Institutional Trustee may consult with
                  counsel or other experts and the advice or opinion of such
                  counsel and experts with respect to legal matters or advice
                  within the scope of such experts' area of expertise shall be
                  full and

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<PAGE>

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

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

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

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

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

                           (x)      whenever in the administration of this
                  Declaration the Institutional Trustee shall deem it desirable
                  to receive instructions with respect to enforcing any remedy
                  or right or taking any other action hereunder, the
                  Institutional Trustee (i) may request instructions from the
                  Holders of the Securities which instructions may only be given
                  by the Holders of the same proportion in liquidation amount of
                  the Securities as would be entitled to direct the
                  Institutional Trustee under the

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<PAGE>

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

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

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

SECTION 3.11      Delaware Trustee.

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

SECTION 3.12      Execution of Documents.

         Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Statutory Trust Act, any Regular Trustee is authorized
to execute on behalf of the Trust any documents that the Regular Trustees have
the power and authority to execute pursuant to Section 3.6; provided that, the
registration statement referred to in Section 3.6(b)(i), including any
amendments thereto, shall be signed by all of the Regular Trustees.

SECTION 3.13      Not Responsible for Recitals or Issuance of Securities.

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

SECTION 3.14      Duration of Trust.

         The Trust, unless terminated pursuant to the provisions of Article VIII
hereof, shall have existence for fifty-five (55) years from the Closing Date.

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<PAGE>

SECTION 3.15      Mergers.

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

                  (b)      The Trust may, with the consent of any Regular
         Trustee and without the consent of the Holders of the Securities, the
         Delaware Trustee or the Institutional Trustee, consolidate, amalgamate,
         merge with or into, or be replaced by a trust organized as such under
         the laws of any State; provided that:

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

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

                                    (B)      substitutes for the Securities
                           other securities having substantially the same terms
                           as the Preferred Securities (the "Successor
                           Securities") so long as the Successor Securities rank
                           the same as the Preferred Securities rank with
                           respect to Distributions and payments upon
                           liquidation, redemption and otherwise;

                           (ii)     the Debenture Issuer expressly acknowledges
                  a trustee of the Successor Entity that possesses the same
                  powers and duties as the Institutional Trustee in its capacity
                  as the Holder of the Debentures;

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

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

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

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

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

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

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

                                    (C)      following such merger,
                           consolidation, amalgamation or replacement, the Trust
                           (or the Successor Entity) will continue to be
                           classified as a grantor trust for United States
                           federal income tax purposes; and

                           (viii)   the Sponsor guarantees the obligations of
                  such Successor Entity under the Successor Securities at least
                  to the extent provided by the Preferred Securities Guarantee.

                  (c)      Notwithstanding Section 3.15(b), the Trust shall not,
         without the consent of Holders of 100% in liquidation amount of the
         Securities, consolidate, amalgamate, merge with or into, or be replaced
         by any other entity or permit any other entity to consolidate,
         amalgamate, merge with or into, or replace it, if in the opinion of a
         nationally recognized independent tax counsel experienced in such
         matters, such consolidation, amalgamation, merger or replacement would
         cause the Trust or Successor Entity to be classified as other than a
         grantor trust for United States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1       Sponsor's Purchase of Common Securities.

         On the Closing Date, the Sponsor will purchase all of the Common
Securities issued by the Trust in an amount equal to 3% or more of the capital
of the Trust, at the same time as the Preferred Securities are sold.

SECTION 4.2       Responsibilities of the Sponsor.

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

                  (a)      to prepare for filing by the Trust with the
         Commission a registration statement on Form S-3 or on another
         appropriate form, or a registration statement under Rule 462(b) of the
         Securities Act, including any pre-effective or post-effective
         amendments thereto, relating to the registration under the Securities
         Act of the Preferred Securities;

                                       22

<PAGE>

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

                  (c)      to prepare for filing by the Trust an application to
         the New York Stock Exchange, any other national stock exchange or the
         Nasdaq National Market for listing upon notice of issuance of any
         Preferred Securities;

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

                  (e)      to negotiate the terms of the Underwriting Agreement
         providing for the sale of the Preferred Securities.

                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1       Number of Trustees.

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

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

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

provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee, in the case of a natural person,
shall be a person who is a resident of the State of Delaware or that, if not a
natural person, shall be an entity which has its principal place of business in
the State of Delaware (the "Delaware Trustee"); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with the Sponsor (a
"Regular Trustee"); and (3) one Trustee shall be the Institutional Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it
meets the applicable requirements.

SECTION 5.2       Delaware Trustee

         If required by the Statutory Trust Act, the "Delaware Trustee" shall
be:

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

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<PAGE>

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

provided that, if the Institutional Trustee has its principal place of business
in the State of Delaware and otherwise meets the requirements of applicable law,
then the Institutional Trustee shall also be the Delaware Trustee and Section
3.11 shall have no application.

SECTION 5.3       Institutional Trustee; Eligibility.

                  (a)      There shall at all times be one Trustee that shall
         act as Institutional Trustee which shall:

                           (i)      not be an Affiliate of the Sponsor;

                           (ii)     be a corporation organized and doing
                  business under the laws of the United States of America or any
                  State or Territory thereof or of the District of Columbia, or
                  a corporation or Person permitted by the Commission to act as
                  an institutional trustee under the Trust Indenture Act,
                  authorized under such laws to exercise corporate trust powers,
                  having a combined capital and surplus of at least 50 million
                  U.S. dollars ($50,000,000), and subject to supervision or
                  examination by Federal, State, Territorial or District of
                  Columbia authority. If such corporation publishes reports of
                  condition at least annually, pursuant to law or to the
                  requirements of the supervising or examining authority
                  referred to above, then for the purposes of this Section
                  5.3(a)(ii), the combined capital and surplus of such
                  corporation shall be deemed to be its combined capital and
                  surplus as set forth in its most recent report of condition so
                  published; and

                           (iii)    if the Trust is excluded from the definition
                  of an Investment Company solely by means of Rule 3a-7 and to
                  the extent Rule 3a-7 requires a trustee having certain
                  qualifications to hold title to the "eligible assets" of the
                  Trust, the Institutional Trustee shall possess those
                  qualifications.

                  (b)      If at any time the Institutional Trustee shall cease
         to be eligible to so act under Section 5.3(a), the Institutional
         Trustee shall immediately resign in the manner and with the effect set
         forth in Section 5.6(c).

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

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

                  (e)      The initial Institutional Trustee shall be as set
         forth in Section 5.5 hereof.

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<PAGE>

SECTION 5.4       Qualifications of Regular Trustees and Delaware Trustee
Generally.

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

SECTION 5.5       Initial Trustees; Additional Powers of Regular Trustees.

                  (a)      The initial Regular Trustees shall be:

                           Mark I. Kleinman
                           Cliff Verron
                           Joseph V. Giunta

                           The initial Delaware Trustee shall be:

                           Chase Manhattan Bank USA, National Association
                           c/o JPMorgan Chase Bank
                           Attention: Institutional Trust Services
                           500 Stanton Christiana Rd., OPS4 /3rd Floor
                           Newark, Delaware   19713

                           The initial Institutional Trustee shall be:

                           JPMorgan Chase Bank
                           4 New York Plaza - 15th Floor
                           New York, New York 10004

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

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

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

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<PAGE>

SECTION 5.6       Appointment, Removal and Resignation of Trustees.

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

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

                           (ii)     in the case of the Regular Trustees, after
                  the issuance of any Securities, by vote of the Holders of a
                  Majority in liquidation amount of the Common Securities voting
                  as a class at a meeting of the Holders of the Common
                  Securities;

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

                           (iv)     in the case of the Institutional Trustee and
                                    the Delaware Trustee, if an Event of Default
                  shall have occurred and be continuing after the issuance of
                  any Securities, by a vote of the Holders of a Majority in
                  liquidation amount of the Capital Securities voting as a class
                  at a meeting of the Holders of the Capital Securities.

                           (b)     (i)     The Trustee that acts as
                  Institutional Trustee shall not be removed in accordance with
                  Section 5.6(a) until a successor Trustee possessing the
                  qualifications to act as Institutional Trustee under Section
                  5.3 (a "Successor Institutional Trustee") has been appointed
                  and has accepted such appointment by written instrument
                  executed by such Successor Institutional Trustee and delivered
                  to the Regular Trustees and the Sponsor; and

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

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

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

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<PAGE>

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

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

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

                  (d)      The Holders of the Common Securities shall use their
         best efforts to promptly appoint a Successor Delaware Trustee or
         Successor Institutional Trustee as the case may be if the Institutional
         Trustee or the Delaware Trustee delivers an instrument of resignation
         in accordance with this Section 5.6.

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

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

SECTION 5.7       Vacancies among Trustees.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by any Regular Trustee shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.6.

SECTION 5.8       Effect of Vacancies.

         The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul the Trust. Whenever a vacancy in the number of Regular
Trustees shall occur, until such vacancy is filled by the appointment of a
Regular Trustee in accordance with Section 5.6, the Regular

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<PAGE>

Trustees in office, regardless of their number, shall have all the powers
granted to the Regular Trustees and shall discharge all the duties imposed upon
the Regular Trustees by this Declaration.

SECTION 5.9       Meetings.

         If there is more than one Regular Trustee, meetings of the Regular
Trustees shall be held from time to time upon the call of any Regular Trustee.
Regular meetings of the Regular Trustees may be held at a time and place fixed
by resolution of the Regular Trustees. Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 48
hours before such meeting. Notice of any telephonic meetings of the Regular
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 24 hours before a meeting. Notices shall contain a brief statement of
the time, place and anticipated purposes of the meeting. The presence (whether
in person or by telephone) of a Regular Trustee at a meeting shall constitute a
waiver of notice of such meeting except where a Regular Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Regular Trustees may
be taken at a meeting by vote of a majority of the Regular Trustees present
(whether in person or by telephone) and eligible to vote with respect to such
matter, provided that a Quorum is present, or without a meeting by the unanimous
written consent of the Regular Trustees. In the event there is only one Regular
Trustee, any and all action of such Regular Trustee shall be evidenced by a
written consent of such Regular Trustee.

SECTION 5.10      Delegation of Power.

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

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

SECTION 5.11      Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Institutional Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Institutional Trustee or

                                       28

<PAGE>
the Delaware Trustee, as the case may be, shall be the successor of the
Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   ARTICLE VI
                                 DISTRIBUTIONS

SECTION 6.1       Distributions.

         Holders shall receive Distributions (as defined herein) in accordance
with the applicable terms of the relevant Holder's Securities. Distributions
shall be made on the Preferred Securities and the Common Securities in
accordance with the preferences set forth in their respective terms. If and to
the extent that the Debenture Issuer makes a payment of interest (including
Compounded Interest (as defined in the Indenture) and Additional Interest (as
defined in the Indenture)), premium and/or principal on the Debentures held by
the Institutional Trustee (the amount of any such payment being a "Payment
Amount"), the Institutional Trustee shall and is directed to make a distribution
(a "Distribution") of the Payment Amount to Holders.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1       General Provisions Regarding Securities.

                  (a)      The Regular Trustees shall on behalf of the Trust
         issue one class of preferred securities representing undivided
         beneficial interests in the assets of the Trust having such terms as
         are set forth in Annex I (the "Preferred Securities") and one class of
         common securities representing undivided beneficial interests in the
         assets of the Trust having such terms as are set forth in Annex I (the
         "Common Securities"). The Trust shall issue no securities or other
         interests in the assets of the Trust other than the Preferred
         Securities and the Common Securities.

                  (b)      The Certificates shall be signed on behalf of the
         Trust by a Regular Trustee. Such signature shall be the manual or
         facsimile signature of any present or any future Regular Trustee. In
         case any Regular Trustee of the Trust who shall have signed any of the
         Securities shall cease to be such Regular Trustee before the
         Certificates so signed shall be delivered by the Trust, such
         Certificates nevertheless may be delivered as though the person who
         signed such Certificates had not ceased to be such Regular Trustee; and
         any Certificate may be signed on behalf of the Trust by such persons
         who, at the actual date of execution of such Security, shall be the
         Regular Trustees of the Trust, although at the date of the execution
         and delivery of the Declaration any such person was not such a Regular
         Trustee. Certificates shall be printed, lithographed or engraved or may
         be produced in any other manner as is reasonably acceptable to the
         Regular Trustees, as evidenced by their execution thereof, and may have
         such letters, numbers or other marks of identification or designation
         and such legends or endorsements as the Regular Trustees may deem
         appropriate, or as may be required to comply with any law or

                                       29

<PAGE>

         with any rule or regulation of any stock exchange on which Securities
         may be listed, or to conform to usage.

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

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

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

                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1       Termination of Trust.

                  (a)      The Trust shall terminate:

                           (i)      upon the bankruptcy of any Holder of the
                  Common Securities or the Sponsor;

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

                           (iii)    upon the entry of a decree of judicial
                  dissolution of any Holder of the Common Securities, the
                  Sponsor or the Trust;

                           (iv)     subject to obtaining any required regulatory
                  approval, when all of the Securities shall have been called
                  for redemption and the amounts necessary for redemption
                  thereof shall have been paid to the Holders in accordance with
                  the terms of the Securities;

                           (v)      subject to obtaining any required regulatory
                  approval, upon the occurrence and continuation of a Special
                  Event pursuant to which the Trust shall have been dissolved in
                  accordance with the terms of the Securities upon election by
                  the Sponsor of its right to terminate the Trust and distribute
                  all of the Debentures to the Holders of Securities in exchange
                  for all of the Securities and all of the Debentures shall have
                  been distributed to the Holders of Securities in accordance
                  with such election;

                                       30

<PAGE>

                           (vi)     before the issuance of any Securities, with
                  the consent of all of the Regular Trustees and the Sponsor; or

                           (vii)    upon the expiration of the term of the Trust
                  set forth in Section 3.14;

         provided, that so long as any Preferred Securities are outstanding and
         are not held entirely by CGMH, the Trust may not voluntarily liquidate,
         dissolve, wind-up or terminate except in connection with the occurrence
         of a Special Event.

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

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

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1       Transfer of Securities.

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

                  (b)      Subject to this Article IX, Preferred Securities
         shall be freely transferable.

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

                           (i)      the Trust would not be classified for United
                  States federal income tax purposes as a grantor trust; and

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

SECTION 9.2       Transfer of Certificates.

         The Regular Trustees shall provide for the registration of Certificates
and of transfers of Certificates, which will be effected without charge but only
upon payment (with such indemnity as the Regular Trustees may require) in
respect of any tax or other government charges that may be imposed in relation
to it. Upon surrender for registration of transfer of any Certificate, the
Regular Trustees shall cause one or more new Certificates to be issued in the
name of the

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<PAGE>

designated transferee or transferees. Every Certificate surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Regular Trustees duly executed by the
Holder or such Holder's attorney duly authorized in writing. Each Certificate
surrendered for registration of transfer shall be canceled by the Regular
Trustees. A transferee of a Certificate shall be entitled to the rights and
subject to the obligations of a Holder hereunder upon the receipt by such
transferee of a Certificate. By acceptance of a Certificate, each transferee
shall be deemed to have agreed to be bound by this Declaration.

SECTION 9.3       Deemed Security Holders.

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

SECTION 9.4       Book Entry Interests.

         Unless otherwise specified in the terms of the Preferred Securities,
the Preferred Securities Certificates, on original issuance, will be issued in
the form of one or more, fully registered, global Preferred Security
Certificates (each a "Global Certificate"), to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Global Certificates shall
initially be registered on the books and records of the Trust in the name of
Cede & Co., the nominee of DTC, and no Preferred Security Beneficial Owner will
receive a definitive Preferred Security Certificate representing such Preferred
Security Beneficial Owner's interests in such Global Certificates, except as
provided in Section 9.7. Unless and until definitive, fully registered Preferred
Security Certificates (the "Definitive Preferred Security Certificates") have
been issued to the Preferred Security Beneficial Owners pursuant to Section 9.7:

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

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

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

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

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<PAGE>

SECTION 9.5       Notices to Clearing Agency.

         Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7, the Regular Trustees shall give all
such notices and communications specified herein to be given to the Preferred
Security Holders to the Clearing Agency, and shall have no notice obligations to
the Preferred Security Beneficial Owners.

SECTION 9.6       Appointment of Successor Clearing Agency.

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

SECTION 9.7       Definitive Preferred Security Certificates.

         If:

                  (a)      a Clearing Agency elects to discontinue its services
         as securities depositary with respect to the Preferred Securities and a
         successor Clearing Agency is not appointed within 90 days after such
         discontinuance pursuant to Section 9.6; or

                  (b)      the Regular Trustees elect after consultation with
         the Sponsor to terminate the book entry system through the Clearing
         Agency with respect to the Preferred Securities,

then:

                  (c)      Definitive Preferred Security Certificates shall be
         prepared by the Regular Trustees on behalf of the Trust with respect to
         such Preferred Securities; and

                  (d)      upon surrender of the Global Certificates by the
         Clearing Agency, accompanied by registration instructions, the Regular
         Trustees shall cause Definitive Certificates to be delivered to
         Preferred Security Beneficial Owners in accordance with the
         instructions of the Clearing Agency. Neither the Trustees nor the Trust
         shall be liable for any delay in delivery of such instructions and each
         of them may conclusively rely on and shall be protected in relying on,
         said instructions of the Clearing Agency. The Definitive Preferred
         Security Certificates shall be printed, lithographed or engraved or may
         be produced in any other manner as is reasonably acceptable to the
         Regular Trustees, as evidenced by their execution thereof, and may have
         such letters, numbers or other marks of identification or designation
         and such legends or endorsements as the Regular Trustees may deem
         appropriate, or as may be required to comply with any law or with any
         rule or regulation made pursuant thereto or with any rule or regulation
         of any stock exchange on which Preferred Securities may be listed, or
         to conform to usage.

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SECTION 9.8       Mutilated, Destroyed, Lost or Stolen Certificates.

         If:

                  (a)      any mutilated Certificates should be surrendered to
         the Regular Trustees, or if the Regular Trustees shall receive evidence
         to their satisfaction of the destruction, loss or theft of any
         Certificate; and

                  (b)      there shall be delivered to the Regular Trustees such
         security or indemnity as may be required by them to keep each of them
         harmless.

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like denomination. In connection
with the issuance of any new Certificate under this Section 9.8, the Regular
Trustees 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
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an ownership interest in the relevant Securities, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

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

SECTION 10.1      Liability.

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

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

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

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

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

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<PAGE>

SECTION 10.2      Exculpation.

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

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

SECTION 10.3      Fiduciary Duty.

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

                  (b)      Unless otherwise expressly provided herein:

                           (i)      whenever a conflict of interest exists or
                  arises between any Covered Persons; or

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

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

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<PAGE>

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

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

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

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

SECTION 10.4      Indemnification.

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

                           (ii)     The Debenture Issuer shall indemnify, to the
                  full extent permitted by law, any Company Indemnified Person
                  who was or is a party or is threatened to be made a party to
                  any threatened, pending or completed action or suit by or in
                  the right of the Trust to procure a judgment in its favor by
                  reason of the fact that he is or was a Company Indemnified
                  Person against expenses (including attorneys' fees) actually
                  and reasonably incurred by him in connection with the defense
                  or settlement of such action or suit if he acted in good faith
                  and in a manner he reasonably believed to be in or not opposed
                  to the best interests of the Trust and except that no such
                  indemnification shall be made in respect of any claim, issue
                  or matter as to which such Company Indemnified Person shall
                  have

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<PAGE>

                  been adjudged to be liable to the Trust unless and only to the
                  extent that the Court of Chancery of Delaware or the court in
                  which such action or suit was brought shall determine upon
                  application that, despite the adjudication of liability but in
                  view of all the circumstances of the case, such person is
                  fairly and reasonably entitled to indemnity for such expenses
                  which such Court of Chancery or such other court shall deem
                  proper.

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

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

                           (v)      Expenses (including attorneys' fees)
                  incurred by a Company Indemnified Person in defending a civil,
                  criminal, administrative or investigative action, suit or
                  proceeding referred to in paragraphs (i) and (ii) of this
                  Section 10.4(a) shall be paid by the Debenture Issuer in
                  advance of the final disposition of such action, suit or
                  proceeding upon receipt of an undertaking by or on behalf of
                  such Company Indemnified Person to repay such amount if it
                  shall ultimately be determined that he is not entitled to be
                  indemnified by the Debenture Issuer as authorized in this
                  Section 10.4(a). Notwithstanding the foregoing, no advance
                  shall be made by the Debenture Issuer if a determination is
                  reasonably and promptly made (i) by the Regular Trustees by a
                  majority vote of a quorum of disinterested Regular Trustees,
                  (ii) if such quorum is not obtainable, or, even if obtainable,
                  if a quorum of disinterested Regular Trustees so directs, by
                  independent legal counsel in a written opinion or (iii) the
                  Common Security Holder of the Trust, that, based upon the
                  facts known to the Regular Trustees, counsel or the Common
                  Security Holder at the time such determination is made, such
                  Company Indemnified Person acted in bad faith or in a manner
                  that such person did not believe to be in or not opposed to
                  the best interests of the Trust, or, with respect to any
                  criminal proceeding, that such Company Indemnified Person
                  believed or had reasonable cause to believe his conduct was
                  unlawful. In no event shall any advance be made in instances
                  where the Regular Trustees, independent legal counsel or
                  Common Security Holder reasonably determine that

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<PAGE>

                  such person deliberately breached his duty to the Trust or its
                  Common or Preferred Security Holders.

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

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

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

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

                  (b)      The Debenture Issuer agrees to indemnify the (i)
         Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate
         of the Institutional Trustee and the Delaware Trustee, and (iv) any
         officers, directors, shareholders, members, partners, employees,
         representatives, custodians, nominees or agents of the Institutional
         Trustee and the Delaware Trustee (each of the Persons in (i) through
         (iv) being referred to as a "Fiduciary Indemnified Person") for, and to
         hold each Fiduciary Indemnified Person harmless against, any loss,
         liability or expense incurred without negligence or bad faith on its
         part, arising out of or in connection with the acceptance or
         administration or the trust or trusts

                                       38
<PAGE>

         hereunder, including the costs and expenses (including reasonable legal
         fees and expenses) of defending itself against or investigating any
         claim or liability in connection with the exercise or performance of
         any of its powers or duties hereunder. The obligation to indemnify as
         set forth in this Section 10.4(b) shall survive the satisfaction and
         discharge of this Declaration.

SECTION 10.5      Outside Businesses.

         Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee, or the Institutional Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the
Institutional Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1      Fiscal Year.

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

SECTION 11.2      Certain Accounting Matters.

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

                  (b)      The Regular Trustees shall cause to be prepared and
         delivered to each of the Holders of Securities, to the extent, if any,
         required by the Trust Indenture Act, within 90 days after the end of
         each Fiscal Year of the Trust, annual financial statements of the

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<PAGE>

         Trust, including a balance sheet of the Trust as of the end of such
         Fiscal Year, and the related statements of income or loss;

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

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

SECTION 11.3      Banking.

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

SECTION 11.4      Withholding.

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

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

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<PAGE>

SECTION 12.1     Amendments.

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

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

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

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

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

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

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

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

                                    (B)      an opinion of counsel (who may be
                           counsel to the Sponsor or the Trust) that such
                           amendment is permitted by, and conforms to, the terms
                           of this Declaration (including the terms of the
                           Securities); and

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

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

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

                                    (C)      cause the Trust to be deemed to be
                           an Investment Company required to be registered under
                           the Investment Company Act;

                  (c)      at such time after the Trust has issued any
         Securities that remain outstanding, any amendment that would adversely
         affect the rights, privileges or

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<PAGE>

         preferences of any Holder of Securities may be effected only with such
         additional requirements as may be set forth in the terms of such
         Securities;

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

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

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

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

                           (i)      cure any ambiguity;

                           (ii)     correct or supplement any provision in this
                  Declaration that may be defective or inconsistent with any
                  other provision of this Declaration;

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

                           (iv)     to conform to any change in Rule 3a-5 or
                  written change in interpretation or application of Rule 3a-5
                  by any legislative body, court, government agency or
                  regulatory authority which amendment does not have a material
                  adverse effect on the right, preferences or privileges of the
                  Holders; and

                           (v)      to modify, eliminate and add to any
                  provision of the Declaration to such extent as may be
                  reasonably necessary to effectuate any of the foregoing or to
                  otherwise comply with applicable law.

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

                  (a)      Meetings of the Holders of any class of Securities
         may be called at any time by the Regular Trustees (or as provided in
         the terms of the Securities) to consider and act on any matter on which
         Holders of such class of Securities are entitled to act under the terms
         of this Declaration, the terms of the Securities or the rules of any
         stock exchange on which the Preferred Securities are listed or admitted
         for trading. The Regular Trustees shall call a meeting of the Holders
         of such class if directed to do so by the Holders of Securities
         representing at least 10% in liquidation amount of such class of
         Securities. Such direction shall be given by delivering to the Regular
         Trustees one or more calls in a writing stating that the signing
         Holders of Securities wish to call a meeting and indicating the general
         or specific purpose for which the meeting is to be called. Any Holders
         of Securities calling a meeting shall specify in writing the Security
         Certificates held by the Holders of Securities exercising the right to
         call a meeting and

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<PAGE>

         only those Securities specified shall be counted for purposes of
         determining whether the required percentage set forth in the second
         sentence of this paragraph has been met.

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

                           (i)      notice of any such meeting shall be given to
                  all the Holders of Securities having a right to vote thereat
                  at least 7 days and not more than 60 days before the date of
                  such meeting. Whenever a vote, consent or approval of the
                  Holders of Securities is permitted or required under this
                  Declaration or the rules of any stock exchange on which the
                  Preferred Securities are listed or admitted for trading, such
                  vote, consent or approval may be given at a meeting of the
                  Holders of Securities. Any action that may be taken at a
                  meeting of the Holders of Securities may be taken without a
                  meeting if a consent in writing setting forth the action so
                  taken is signed by the Holders of Securities owning not less
                  than the minimum amount of Securities in liquidation amount
                  that would be necessary to authorize or take such action at a
                  meeting at which all Holders of Securities having a right to
                  vote thereon were present and voting. Prompt notice of the
                  taking of action without a meeting shall be given to the
                  Holders of Securities entitled to vote who have not consented
                  in writing. The Regular Trustees may specify that any written
                  ballot submitted to the Security Holder for the purpose of
                  taking any action without a meeting shall be returned to the
                  Trust within the time specified by the Regular Trustees;

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

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

                           (iv)     unless the Statutory Trust Act, this
                  Declaration, the terms of the Securities, the Trust Indenture
                  Act or the listing rules of any stock exchange on which the
                  Preferred Securities are then listed or trading, otherwise
                  provides, the Regular Trustees, in their sole discretion,
                  shall establish all other provisions relating to meetings of
                  Holders of Securities, including notice of the time, place or
                  purpose of any meeting at which any matter is to be voted on
                  by any Holders of Securities, waiver of any such notice,
                  action by consent without a meeting, the

                                       43

<PAGE>

                  establishment of a record date, quorum requirements, voting in
                  person or by proxy or any other matter with respect to the
                  exercise of any such right to vote.

                                  ARTICLE XIII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1      Representations and Warranties of Institutional Trustee.

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

                  (a)      the Institutional Trustee is a national banking
         association with trust powers, duly organized, validly existing and in
         good standing under the laws of the United States, with trust power and
         authority to execute and deliver, and to carry out and perform its
         obligations under the terms of, the Declaration;

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

                  (c)      the execution, delivery and performance of the
         Declaration by the Institutional Trustee does not conflict with or
         constitute a breach of the Articles of Organization or By-laws of the
         Institutional Trustee; and

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

SECTION 13.2      Representations and Warranties of Delaware Trustee.

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

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

                                       44

<PAGE>

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

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

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

                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1      Notices.

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

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

                           CGMH Capital II
                           c/o Citigroup Global Markets Holdings Inc.
                           388 Greenwich Street
                           New York, New York 10013
                           Attention: Treasurer

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

                          Chase Manhattan Bank USA, National
                          Association
                          c/o JPMorgan Chase Bank
                          Attention: Institutional Trust Services
                          500 Stanton Christiana Rd., OPS4 /3rd Floor
                          Newark, Delaware 19713

                                       45

<PAGE>

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

                           JPMorgan Chase Bank
                           4 New York Plaza - 15th Floor
                           New York, New York 10004
                           Attention: The Institutional Trust Group

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

                          Citigroup Global Markets Holdings Inc.
                          388 Greenwich Street
                          New York, New York 10013
                          Attention: Corporate Secretary

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

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

SECTION 14.2      Governing Law.

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

SECTION 14.3      Intention of the Parties.

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

SECTION 14.4      Headings.

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

SECTION 14.5      Successors and Assigns.

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and

                                       46

<PAGE>

agreements in this Declaration by the Sponsor and the Trustees shall bind and
inure to the benefit of their respective successors and assigns, whether so
expressed.

SECTION 14.6      Partial Enforceability.

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

SECTION 14.7      Counterparts.

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

                                       47

<PAGE>

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

                                      __________________________________________
                                      Name:
                                      Title: Regular Trustee

                                      __________________________________________
                                      Name:
                                      Title: Regular Trustee

                                      __________________________________________
                                      Name:
                                      Title: Regular Trustee

                                      CHASE MANHATTAN BANK USA,
                                      NATIONAL ASSOCIATION,
                                      as Delaware Trustee

                                      By:_______________________________________
                                      Name:
                                      Title:

                                      JPMORGAN CHASE BANK,
                                      as Institutional Trustee

                                      By:_______________________________________
                                      Name:
                                      Title:

                                      CITIGROUP GLOBAL MARKETS HOLDINGS INC.,
                                      as Sponsor

                                      By:_______________________________________
                                      Name:
                                      Title:

                                       48

<PAGE>

                                     ANNEX I

                        ____% TRUST PREFERRED SECURITIES
                          ____% TRUST COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of _________ __, 20__ (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration or, if not defined in such
Declaration, as defined in the Prospectus referred to below):

         1.       Designation and Number.

         (a)      Preferred Securities. ______________ Preferred Securities of
the Trust with an aggregate liquidation amount with respect to the assets of the
Trust of _______ MILLION DOLLARS ($___,000,000) and a liquidation amount with
respect to the assets of the Trust of $___ per preferred security, are hereby
designated for the purposes of identification only as "__% Trust Preferred
Securities" (the "Preferred Securities"). The Preferred Security Certificates
evidencing the Preferred Securities shall be substantially in the form of
Exhibit A-1 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice or
to conform to the rules of any stock exchange on which the Preferred Securities
are listed.

         (b)      Common Securities. _______ Common Securities of the Trust with
an aggregate liquidation amount with respect to the assets of the Trust of
__________ MILLION DOLLARS ($____________) and a liquidation amount with respect
to the assets of the Trust of $___ per common security, are hereby designated
for the purposes of identification only as "__% Trust Common Securities" (the
"Common Securities"). The Common Security Certificates evidencing the Common
Securities shall be substantially in the form of Exhibit A-2 to the Declaration,
with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice.

         2.       Distributions.

         (a)      Distributions payable on each Security will be fixed at a rate
per annum of __% (the "Coupon Rate") of the stated liquidation amount of $___
per Security, such rate being the rate of interest payable on the Debentures to
be held by the Institutional Trustee. Distributions in arrears beyond the first
date such Distributions are payable (or would be payable if not for any
Extension Period (as defined below) or default by the Debenture Issuer on the
Debentures) will bear interest thereon compounded quarterly at the Coupon Rate
(to the extent permitted by applicable law). The term "Distributions" as used
herein includes such cash distributions and any such interest payable unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Institutional Trustee and to the
extent the Institutional Trustee has funds available therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly

                                      I-1

<PAGE>

Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per 90-day quarter.

         (b)      Distributions on the Securities will be cumulative, will
accrue from and including _________ __, 20__, and will be payable quarterly in
arrears, on March 31, June 30, September 30, and December 31 of each year,
commencing on _________ __, 20__. When, as and if available for payment,
Distributions will be made by the Institutional Trustee, except as otherwise
described below. The Debenture Issuer has the right under the Indenture to defer
payments of interest on the Debentures by extending the interest payment period
from time to time on the Debentures for a period not exceeding 20 consecutive
quarters (each an "Extension Period"), during which Extension Period no interest
shall be due and payable on the Debentures, provided that no Extension Period
may extend beyond the date of maturity of the Debentures. As a consequence of
the Debenture Issuer's extension of the interest payment period, Distributions
will also be deferred. Despite such deferral, quarterly Distributions will
continue to accrue with interest thereon (to the extent permitted by applicable
law) at the Coupon Rate compounded quarterly during any such Extension Period.
In the event that the Debenture Issuer exercises its right to extend the
interest payment period, then (a) the Debenture Issuer shall not declare or pay
any dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
or make any guarantee payment with respect thereto (other than (i) repurchases,
redemptions or other acquisitions of shares of capital stock of CGMH in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of an exchange or conversion of any class or
series of CGMH's capital stock for any other class or series of CGMH's capital
stock, or (iii) the purchase of fractional interests in shares of CGMH's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged) and (b) the Debenture Issuer shall
not make any payment of interest on or principal of (or premium, if any, on), or
repay, repurchase or redeem, any debt securities issued by the Debenture Issuer
that rank pari passu with or junior to the Debentures. The foregoing, however,
will not apply to any stock dividends paid by CGMH where the dividend stock is
the same stock as that on which the dividend is being paid. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period, together with
all such previous and further extensions thereof, may not exceed 20 consecutive
quarters; provided further, that no Extension Period may extend beyond the
maturity of the Debentures. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first record
date after the end of the Extension Period. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements. The
Regular Trustees will give notice to each Holder of any Extension Period upon
their receipt of notice thereof from the Debenture Issuer.

         (c)      Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust at the close of
business on the relevant record dates. While the Preferred Securities remain in
book-entry only form, the relevant record dates shall be one Business Day prior
to the relevant payment dates which payment dates shall correspond to the
interest payment dates on the Debentures. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in respect
of the Preferred Securities will be

                                      I-2

<PAGE>
 made as described under the heading "--Description of the Preferred Securities
-- Book-Entry Only Issuance -- The Depository Trust Company" in the Prospectus
dated _________ __, 20__, (the "Prospectus"), of the Trust included in the
Registration Statement on Form S-3 of the Sponsor, the Trust and certain other
statutory trusts. The relevant record dates for the Common Securities shall be
the same record date as for the Preferred Securities. If the Preferred
Securities shall not continue to remain in book-entry only form, the relevant
record dates for the Preferred Securities shall conform to the rules of any
securities exchange on which the securities are listed and, if none, shall be
selected by the Regular Trustees, which dates shall be at least 14 days but no
more than 60 days before the relevant payment dates, which payment dates shall
correspond to the interest payment dates on the Debentures. Distributions
payable on any Securities that are not punctually paid on any Distribution
payment date, as a result of the Debenture Issuer having failed to make a
payment under the Debentures, will cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date.

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

         3.       Liquidation Distribution Upon Dissolution.

         In the event of any voluntary or involuntary dissolution, winding-up or
termination of the Trust, the Holders of the Securities on the date of the
dissolution, winding-up or termination, as the case may be, will be entitled to
receive out of the assets of the Trust available for distribution to Holders of
Securities after satisfaction of liabilities of creditors, distributions in an
amount equal to the aggregate of the stated liquidation amount of $___ per
Security plus accrued and unpaid Distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"), unless, in connection with
such dissolution, winding-up or termination, Debentures in an aggregate
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate equal to the Coupon Rate, and bearing accrued and unpaid interest
in an amount equal to the accrued and unpaid Distributions on, such Securities
outstanding at such time, have been distributed on a Pro Rata basis to the
Holders of the Securities in exchange for such Securities.

         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 the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis, except that if an
Event of Default has occurred and is continuing, the Preferred Securities shall
have a preference over the Common Securities with regard to such distributions.

                                      I-3

<PAGE>

         4.       Redemption and Distribution.

         (a)      Upon the repayment of the Debentures in whole or in part,
whether at maturity or upon redemption (either at the option of the Debenture
Issuer or pursuant to a Special Event as described below), the proceeds from
such repayment or payment shall be simultaneously applied to redeem Securities
having an aggregate liquidation amount equal to the aggregate principal amount
of the Debentures so repaid or redeemed at a redemption price of $___ per
Security plus an amount equal to accrued and unpaid Distributions thereon at the
date of the redemption, payable in cash (the "Redemption Price"). Holders shall
be given not less than 30 nor more than 60 days notice of such redemption.

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

         (c)      Subject to obtaining prior approval from the Federal Reserve
if then required under applicable capital adequacy guidelines, regulations or
policies of the Federal Reserve, if, at any time, a Tax Event, an Investment
Company Event or a Regulatory Capital Event (each as defined below, and each a
"Special Event") shall occur and be continuing, Citigroup Global Markets
Holdings shall have the right, upon not less than 30 nor more than 60 days'
notice, to redeem the Debentures, in whole or in part, for cash within 90 days
following the occurrence of such Special Event, and following such redemption,
Securities with an aggregate liquidation amount equal to the aggregate principal
amount of the Debentures so redeemed shall be redeemed by the Trust at the
Redemption Price on a Pro Rata basis; provided however, that if at the time
there is available to Citigroup Global Markets Holdings or the Trust the
opportunity to eliminate, within such 90-day period, the Special Event by taking
some ministerial action, such as filing a form or making an election or pursuing
some other similar reasonable measure that will have no adverse effect on the
Trust, Citigroup Global Markets Holdings or the holders of the Securities, then
Citigroup Global Markets Holdings or the Trust will pursue such measure in lieu
of redemption.

         "Tax Event" means that the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in such
matters (a "Tax Event Opinion") to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or (b) any amendment to, or
change in, an interpretation or application of such laws or regulations by any
legislative body, court, governmental agency or regulatory authority (including
the enactment of any legislation and the publication of any judicial decision or
regulatory determination on or after the date of the Prospectus), in either case
after the date of the Prospectus, there is more than an insubstantial risk that
(i) the Trust would be subject to United States federal income tax with respect
to interest accrued or received on the Debentures, (ii) the Trust would be
subject to more than a de minimis amount of other taxes, duties or other
governmental charges, or (iii) interest payable to the Trust on the Debentures
would not be deductible, in whole or in part, by the Debenture Issuer for United
States federal income tax purposes.

                                      I-4

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

         "Regulatory Capital Event" means a determination by Citigroup Global
Markets Holdings, based on an opinion of counsel experienced in such matters
(who may be an employee of Citigroup Global Markets Holdings or any of its
affiliates or subsidiaries), that as a result of (a) any amendment to,
clarification of or change (including any announced prospective change) in
applicable laws, regulations, guidelines or official interpretations thereof or
policies with respect thereto or (b) any official administrative pronouncement
or judicial decision interpreting or applying such laws, regulations, guidelines
or policies, which amendment, clarification, change, pronouncement or decision
is announced or is effective after the date of the Prospectus Supplement, there
is more than an insubstantial risk that the Preferred Securities will no longer
constitute Tier I capital (or its equivalent) of Citigroup Inc. or any other
bank holding company of which Citigroup Global Markets Holdings is a subsidiary
(or its equivalent) for purposes of the capital adequacy requirements or
policies of the Board of Governors of the Federal Reserve System or its
successor as such bank holding company's primary federal banking regulator.

         On and from the date fixed by the Regular Trustees for any distribution
of Debentures and dissolution of the Trust: (i) the Securities will no longer be
deemed to be outstanding, (ii) DTC or its nominee (or any successor Clearing
Agency or its nominee), as the record Holder of the Preferred Securities, will
receive a registered global certificate or certificates representing the
Debentures to be delivered upon such distribution and (iii) any certificates
representing Securities, except for certificates representing Preferred
Securities held by DTC or its nominee (or any successor Clearing Agency or its
nominee), will be deemed to represent beneficial interests in the Debentures
having an aggregate principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the Coupon Rate of, and accrued
and unpaid interest equal to accrued and unpaid Distributions on such Securities
until such certificates are presented to the Debenture Issuer or its agent for
transfer or reissue.

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

         (e)      If the Debentures are distributed to Holders of the
Securities, pursuant to the terms of the Indenture, the Debenture Issuer will
use its best efforts to have the Debentures listed on the New York Stock
Exchange or on such other exchange as the Preferred Securities were listed
immediately prior to the distribution of the Debentures.

         (f)      Redemption or Distribution procedures will be as follows:


                                      I-5

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

                  (ii)     In the event that fewer than all the outstanding
         Securities are to be redeemed, the Securities to be redeemed shall be
         redeemed Pro Rata from each Holder of Preferred Securities, it being
         understood that, in respect of Preferred Securities registered in the
         name of and held of record by DTC or its nominee (or any successor
         Clearing Agency or its nominee) or any nominee, the distribution of the
         proceeds of such redemption will be made to each Clearing Agency
         Participant (or Person on whose behalf such nominee holds such
         securities) in accordance with the procedures applied by such agency or
         nominee.

                  (iii)    If Securities are to be redeemed and the Trust gives
         a Redemption/Distribution Notice, which notice may only be issued if
         the Debentures are redeemed as set out in this Section 4 (which notice
         will be irrevocable), then (A) while the Preferred Securities are in
         book-entry only form, with respect to the Preferred Securities, by
         12:00 noon, New York City time, on the redemption date, provided, that
         the Debenture Issuer has paid the Institutional Trustee a sufficient
         amount of cash in connection with the related redemption or maturity of
         the Debentures, the Institutional Trustee will deposit irrevocably with
         DTC or its nominee (or successor Clearing Agency or its nominee) funds
         sufficient to pay the applicable Redemption Price with respect to the
         Preferred Securities and will give DTC (or any successor Clearing
         Agency) irrevocable instructions and authority to pay the Redemption
         Price to the Holders of the Preferred Securities, and (B) with respect
         to Preferred Securities issued in definitive form and Common
         Securities, provided that the Debenture Issuer has paid the
         Institutional Trustee a sufficient amount of cash in connection with
         the related redemption or maturity of the Debentures, the Institutional
         Trustee will pay the relevant Redemption Price to the Holders of such
         Securities by check mailed to the address of the relevant Holder
         appearing on the books and records of the Trust on the redemption date.
         If a Redemption/Distribution Notice shall have been given and funds
         deposited as required, if applicable, then immediately prior to the
         close of business on the date of such deposit, or on the redemption
         date, as applicable, distributions will cease to accrue on the
         Securities so called for redemption and all rights of Holders of such
         Securities so called for redemption will cease, except the right of the
         Holders of such Securities to receive the Redemption Price, but without
         interest on such Redemption Price. Neither the Regular

                                      I-6

<PAGE>
         Trustees nor the Trust shall be required to register or cause to be
         registered the transfer of any Securities that have been so called for
         redemption. If any date fixed for redemption of Securities is not a
         Business Day, then payment of the Redemption Price payable on such date
         will be made on the next succeeding day that is a Business Day (and
         without any interest or other payment in respect of any such delay)
         except that, if such Business Day falls in the next calendar year, such
         payment will be made on the immediately preceding Business Day, in each
         case with the same force and effect as if made on such date fixed for
         redemption. If payment of the Redemption Price in respect of any
         Securities is improperly withheld or refused and not paid either by the
         Institutional Trustee or by the Sponsor as guarantor pursuant to the
         relevant Securities Guarantee, Distributions on such Securities will
         continue to accrue from the original redemption date to the actual date
         of payment, in which case the actual payment date will be considered
         the date fixed for redemption for purposes of calculating the
         Redemption Price.

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

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

         5.       Voting Rights - Preferred Securities.

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

         (b)      Subject to the requirements set forth in this paragraph, the
Holders of a Majority in aggregate liquidation amount of the Preferred
Securities, voting separately as a class, may direct the time, method, and place
of conducting any proceeding for any remedy available to the Institutional
Trustee, or direct the exercise of any trust or power conferred upon the
Institutional Trustee under the Declaration, including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) direct the time,
method and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercise any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past Event of Default
that is waivable under Section 5.13 of the Indenture, (iii) exercise any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable or (iv) consent to any amendment, modification or termination
of the Indenture or the Debentures where such consent shall be required,
provided, however, that, where a consent or action under the Indenture would
require the consent or act of each holder of each Debenture affected thereby,
such consent or action under the Indenture shall not be effective until each
Holder of Preferred Securities shall have consented to such action or provided
such consent. The Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities.
Except with respect to directing the time, method and place of conducting a

                                      I-7

<PAGE>
proceeding for a remedy available to the Institutional Trustee, the
Institutional Trustee, as holder of the Debentures, shall not take any of the
actions described in clauses (i), (ii), (iii) or (iv) above unless the
Institutional Trustee has obtained an opinion of a nationally recognized
independent tax counsel experienced in such matters to the effect that as a
result of such action, the Trust will not fail to be classified as a grantor
trust for United States federal income tax purposes. If the Institutional
Trustee fails to enforce its rights under the Debentures, any Holder of
Preferred Securities may directly institute a legal proceeding against the
Debenture Issuer to enforce the Institutional Trustee's rights under the
Debentures without first instituting a legal proceeding against the
Institutional Trustee or any other Person or entity. If a Declaration Event of
Default has occurred and is continuing and such event is attributable to the
failure of the Debenture Issuer to pay interest or principal on the Debentures
on the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), then a holder of Preferred Securities may
also directly institute a proceeding for enforcement of payment to such holder
(a "Direct Action") of the principal of or interest on the Debentures having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder on or after the respective due date specified in the
Debentures without first (i) directing the Institutional Trustee to enforce the
terms of the Debentures or (ii) instituting a legal proceeding directly against
the Debenture Issuer to enforce the Institutional Trustee's rights under the
Debentures. Except as provided in the preceding sentence, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures. In connection with such Direct
Action, CGMH will be subrogated to the rights of such holder of Preferred
Securities under the Declaration to the extent of any payment made by CGMH to
such holder of Preferred Securities in such Direct Action.

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

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

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

         6.       Voting Rights - Common Securities.


                                      I-8

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

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

         (c)      Subject to Section 2.6 of the Declaration and only after the
Event of Default with respect to the Preferred Securities has been cured,
waived, or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or direct the exercise of any trust or power conferred
upon the Institutional Trustee under the Declaration, including (i) directing
the time, method, place of conducting any proceeding for any remedy available to
the Debenture Trustee, or exercising any trust or power conferred on the
Debenture Trustee with respect to the Debentures, (ii) waiving any past default
and its consequences that is waivable under Section 5.13 of the Indenture, or
(iii) exercising any right to rescind or annul a declaration that the principal
of all the Debentures shall be due and payable, provided that, where a consent
or action under the Indenture would require the consent or act of the Holders of
greater than a majority in principal amount of Debentures affected thereby (a
"Super Majority"), the Institutional Trustee may only give such consent or take
such action at the written direction of the Holders of at least the proportion
in liquidation amount of the Common Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding.
Pursuant to this Section 6(c), the Institutional Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the
Preferred Securities. Other than with respect to directing the time, method and
place of conducting any proceeding for any remedy available to the Institutional
Trustee or the Debenture Trustee as set forth above, the Institutional Trustee
shall not take any action in accordance with the directions of the Holders of
the Common Securities under this paragraph unless the Institutional Trustee has
obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action. If the Institutional Trustee fails to
enforce its rights under the Declaration, any Holder of Common Securities may
institute a legal proceeding directly against any Person to enforce the
Institutional Trustee's rights under the Declaration, without first instituting
a legal proceeding against the Institutional Trustee or any other Person.

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


                                      I-9

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

         7.       Amendments to Declaration and Indenture.

         (a)      In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding Securities as a
class, will be entitled to vote on such amendment or proposal (but not on any
other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a Majority in
liquidation amount of the Securities, voting together as a single class;
provided, however, if any amendment or proposal referred to in clause (i) above
would adversely affect only the Preferred Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Securities.

         (b)      In the event the consent of the Institutional Trustee as the
holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination on the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture would require
the consent of the holders of greater than a majority in aggregate principal
amount of the Debentures (a "Super Majority"), the Institutional Trustee may
only give such consent at the direction of the Holders of at least the
proportion in liquidation amount of the Securities which the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding; provided, further, that the Institutional Trustee shall not take
any action in accordance with the directions of the Holders of the Securities
under this Section 7(b) unless the Institutional Trustee has obtained an opinion
of tax counsel to the effect that for the purposes of United States federal
income tax the Trust will not be classified as other than a grantor trust on
account of such action.

         8.       Pro Rata.

         A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate liquidation amount of
all Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of
                                      I-10

<PAGE>
Common Securities pro rata according to the aggregate liquidation amount of
Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Common Securities outstanding.

         9.       Ranking.

         The Preferred Securities rank pari passu and payment thereon shall be
made Pro Rata with the Common Securities except that, where an Event of Default
occurs and is continuing under the Indenture in respect of the Debentures held
by the Institutional Trustee, the rights of Holders of the Common Securities to
payment in respect of Distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights to payment of the Holders of the
Preferred Securities.

         10.      Listing.

         The Regular Trustees shall use their best efforts to cause the
Preferred Securities to be listed on the New York Stock Exchange, Inc.

         11.      Acceptance of Securities Guarantee and Indenture.

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

         12.      No Preemptive Rights.

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

         13.      Miscellaneous.

         These terms constitute a part of the Declaration.

         The Sponsor will provide a copy of the Declaration or the Preferred
Securities Guarantee, and the Indenture to a Holder without charge on written
request to the Sponsor at its principal place of business.

                                      I-11

<PAGE>

                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

         THIS PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS
PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY 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
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

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

Certificate Number                            Number of Preferred Securities
                                              CUSIP NO. _____________

                   Certificate Evidencing Preferred Securities

                                       of

                                CGMH CAPITAL II

                        ____% Trust Preferred Securities
                (Liquidation Amount $___ per Preferred Security)

         CGMH CAPITAL II, a statutory trust formed under the laws of the State
of Delaware (the "Trust"), hereby certifies that ___________ (the "Holder") is
the registered owner of ________ (____) preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the [___]% Trust Preferred Securities (the "Preferred Securities").
The Preferred Securities are transferable on the books and records of the Trust,
in person or by a duly authorized attorney, upon surrender of this certificate
duly endorsed and in proper form for transfer. The designation, rights,
privileges, restrictions, preferences and other

                                      A1-1

<PAGE>

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 provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of ________ __, 20__, as the same may
be amended from time to time (the "Declaration"), including the designation of
the terms of the Preferred Securities as set forth in Annex I thereto.
Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration. The Holder is entitled to the benefits of the Preferred
Securities Guarantee to the extent provided therein. The Sponsor will provide a
copy of the Declaration, the Preferred Securities Guarantee and the Indenture to
a Holder without charge upon written request to the Sponsor at its principal
place of business.

         The Holder of this certificate, by accepting this certificate, is
deemed to have (i) agreed to the terms of the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment to
all Senior Indebtedness (as defined in the Indenture) and (ii) agreed to the
terms of the Preferred Securities Guarantee, including that the Preferred
Securities Guarantee is (A) subordinate and junior in right of payment to all
other liabilities of CGMH, (B) pari passu with the most senior preferred or
preference stock now or hereafter issued by CGMH and with any guarantee now or
hereafter issued by CGMH with respect to preferred or preference stock of CGMH's
affiliates and (C) senior to CGMH's common stock.

         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 Debentures as indebtedness and the Preferred Securities
as evidence of indirect beneficial ownership in the Debentures.

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

                                      __________________________________________
                                      [ ], as Trustee


                                      A1-2

<PAGE>

                                   ASSIGNMENT

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

________________________________________________________________________________

________________________________________________________________________________

_______________________________________

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

_______________________________________

                    (Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

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

Date:____________________

Signature:_______________

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

                                      A1-3

<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

                          TRANSFER OF THIS CERTIFICATE
                          IS SUBJECT TO THE CONDITIONS
                          SET FORTH IN THE DECLARATION
                                REFERRED TO BELOW

Certificate Number                                   Number of Common Securities

                    Certificate Evidencing Common Securities

                                       of

                                CGMH CAPITAL II

                          [ ]% Trust Common Securities
                  (Liquidation Amount $___ per Common Security)

                  CGMH CAPITAL II, a statutory trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that Citigroup Global
Markets Holdings Inc., a New York corporation, (the "Holder") is the registered
owner of __________ (________) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the [ ]%
Trust Common Securities (the "Common Securities"). The Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer and satisfaction of the other conditions set forth in
the Declaration (as defined below), including, without limitation, Section 9.1
thereof. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of __________ __, 20__ , as
the same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Common Securities as set forth in Annex I
thereto. Capitalized terms used herein but not defined shall have the meaning
given them in the Declaration. The Sponsor will provide a copy of the
Declaration and the Indenture to a Holder without charge upon written request to
the Sponsor at its principal place of business.

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

                  The Holder of this certificate, by accepting this certificate,
is deemed to have agreed to the terms of the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment to
all Senior Indebtedness (as defined in the Indenture) as and to the extent
provided in the Indenture.

                                      A2-1

<PAGE>

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

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

                                           _____________________________________
                                           [ ], as Trustee


                                      A2-2

<PAGE>

                                   ASSIGNMENT

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

________________________________________________________________________________

________________________________________________________________________________

_______________________________________

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

______________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

Date:_________________________

Signature:____________________

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

                                      A2-3

<PAGE>

                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE

                                      B-1

<PAGE>

                                    EXHIBIT C

                             UNDERWRITING AGREEMENT

                                      C-1