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

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                    MERRILL LYNCH PREFERRED CAPITAL TRUST II

                          Dated as of February 4, 1997

                    ========================================
<PAGE>

                                TABLE OF CONTENTS

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                                                                            ----
                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

      SECTION 1.1       Definitions........................................  2


                                   ARTICLE II
                               TRUST INDENTURE ACT

      SECTION 2.1       Trust Indenture Act; Application................... 12
      SECTION 2.2       Lists of Holders of Trust Securities............... 12
      SECTION 2.3       Reports by the Property Trustee.................... 13
      SECTION 2.4       Periodic Reports to Property Trustee............... 13
      SECTION 2.5       Evidence of Compliance with Conditions
                        Precedent.......................................... 13
      SECTION 2.6       Trust Enforcement Events; Waiver................... 13
      SECTION 2.7       Trust Enforcement Event; Notice.................... 15

                                   ARTICLE III
                                  ORGANIZATION

      SECTION 3.1       Name............................................... 16
      SECTION 3.2       Office............................................. 16
      SECTION 3.3       Purpose............................................ 16
      SECTION 3.4       Authority.......................................... 16
      SECTION 3.5       Title to Property of the Trust..................... 17
      SECTION 3.6       Powers and Duties of the Regular
                        Trustees........................................... 17
      SECTION 3.7       Prohibition of Actions by the Trust and
                        the Trustees....................................... 20
      SECTION 3.8       Powers and Duties of the Property
                        Trustee............................................ 22
      SECTION 3.9       Certain Duties and Responsibilities of
                        the Property Trustee............................... 24
      SECTION 3.10      Certain Rights of Property Trustee................. 26
      SECTION 3.11      Delaware Trustee................................... 29
      SECTION 3.12      Execution of Documents............................. 29
      SECTION 3.13      Not Responsible for Recitals or Issuance
                        of Trust Securities................................ 29
      SECTION 3.14      Duration of Trust.................................. 29
      SECTION 3.15      Mergers............................................ 29


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                                   ARTICLE IV
                                     SPONSOR

      SECTION 4.1       Responsibilities of the Sponsor.................... 32
      SECTION 4.2       Indemnification and Expenses of the
                        Trustee............................................ 32

                                    ARTICLE V
                         TRUST COMMON SECURITIES HOLDER

      SECTION 5.1       Company's Purchase of Trust Common
                        Securities......................................... 33
      SECTION 5.2       Covenants of the Trust Common Securities
                        Holder............................................. 33

                                   ARTICLE VI
                                    TRUSTEES

      SECTION 6.1       Number of Trustees................................. 33
      SECTION 6.2       Delaware Trustee................................... 34
      SECTION 6.3       Property Trustee; Eligibility...................... 34
      SECTION 6.4       Qualifications of Regular Trustees and
                        Delaware Trustee Generally......................... 35
      SECTION 6.5       Regular Trustees................................... 35
      SECTION 6.6       Delaware Trustee................................... 36
      SECTION 6.7       Appointment, Removal and Resignation of
                        Trustees........................................... 36
      SECTION 6.8       Vacancies among Trustees........................... 38
      SECTION 6.9       Effect of Vacancies................................ 38
      SECTION 6.10      Meetings........................................... 38
      SECTION 6.11      Delegation of Power................................ 39
      Section 6.12      Merger, Conversion, Consolidation or
                        Succession to Business............................. 39

                                   ARTICLE VII
                                  DISTRIBUTIONS

      SECTION 7.1       Distributions...................................... 40

                                  ARTICLE VIII
                          ISSUANCE OF TRUST SECURITIES

      SECTION 8.1       Designation and General Provisions
                        Regarding Trust Securities......................... 41
      SECTION 8.2       Redemption of Trust Securities..................... 43
      SECTION 8.3       Redemption Procedures.............................. 45


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<PAGE>

                                                                            Page
                                                                            ----

      SECTION 8.4       Voting Rights of Trust Preferred
                        Securities......................................... 47
      SECTION 8.5       Voting Rights of Trust Common
                        Securities......................................... 50
      SECTION 8.6       Paying Agent....................................... 52
      SECTION 8.7       Listing............................................ 53
      SECTION 8.8       Acceptance of Guarantee and Agreements,
                        Limited Partnership Agreement...................... 53

                                   ARTICLE IX
                   TERMINATION AND LIQUIDATION OF THE TRUST

      SECTION 9.1       Termination of Trust............................... 53
      SECTION 9.2       Liquidation Distribution Upon Termina-
                        tion and Dissolution of the Trust.................. 54

                                    ARTICLE X
                              TRANSFER OF INTERESTS

      SECTION 10.1      Transfer of Trust Securities....................... 56
      SECTION 10.2      Transfer of Certificates........................... 56
      SECTION 10.3      Deemed Security Holders............................ 56
      SECTION 10.4      Book Entry Interests............................... 57
      SECTION 10.5      Notices to Clearing Agency......................... 58
      SECTION 10.6      Appointment of Successor Clearing
                        Agency............................................. 58
      SECTION 10.7      Definitive Trust Preferred Security
                        Certificates....................................... 58
      SECTION 10.8      Mutilated, Destroyed, Lost or Stolen
                        Certificates....................................... 59

                                   ARTICLE XI
                           LIMITATION OF LIABILITY OF
                HOLDERS OF TRUST SECURITIES, TRUSTEES OR OTHERS

      SECTION 11.1      Liability.......................................... 60
      SECTION 11.2      Exculpation........................................ 60
      SECTION 11.3      Fiduciary Duty..................................... 61
      SECTION 11.4      Indemnification.................................... 62
      SECTION 11.5      Outside Businesses................................. 65

                                   ARTICLE XII
                                   ACCOUNTING

      SECTION 12.1      Fiscal Year........................................ 66
      SECTION 12.2      Certain Accounting Matters......................... 66


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                                                                            Page
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      SECTION 12.3      Banking............................................ 67
      SECTION 12.4      Withholding........................................ 67

                                  ARTICLE XIII
                             AMENDMENTS AND MEETINGS

      SECTION 13.1      Amendments......................................... 68
      SECTION 13.2      Meetings of the Holders of Trust
                        Securities; Action by Written Consent.............. 71

                                   ARTICLE XIV
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

      SECTION 14.1      Representations and Warranties of
                        Property Trustee................................... 73
      SECTION 14.2      Representations and Warranties of
                        Delaware Trustee................................... 74

                                   ARTICLE XV
                                  MISCELLANEOUS

      SECTION 15.1      Notices............................................ 75
      SECTION 15.2      Governing Law...................................... 76
      SECTION 15.3      Intention of the Parties........................... 76
      SECTION 15.4      Headings........................................... 76
      SECTION 15.5      Successors and Assigns............................. 76
      SECTION 15.6      Partial Enforceability............................. 76
      SECTION 15.7      Counterparts....................................... 77


      EXHIBIT A-1       FORM OF PREFERRED SECURITY
                          CERTIFICATE.....................................A1-1
      EXHIBIT A-2       FORM OF COMMON SECURITY CERTIFICATE...............A2-1
      EXHIBIT B         PURCHASE AGREEMENT.................................B-1


                                       iv
<PAGE>

                             CROSS-REFERENCE TABLE*

    Section of
Trust Indenture Act                                   Section of
of 1939, as amended                                   Declaration
-------------------                                   -----------

310(a).............................................   6.3(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 I
316(c).............................................   3.6(e)

----------
*     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

                    MERRILL LYNCH PREFERRED CAPITAL TRUST II

                                February 4, 1997

            AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration") dated
and effective as of February 4, 1997, by the Trustees (as defined herein), by
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, certain of the Trustees and the Sponsor established MERRILL
LYNCH PREFERRED CAPITAL TRUST II (the "Business Trust"), a trust under the
Delaware Business Trust Act (the "Trust Act"), pursuant to a Declaration of
Trust dated as of January 16, 1997 (the "Original Declaration") and a
Certificate of Trust filed with the Secretary of State of the State of Delaware
on January 16, 1997, for the sole purpose of issuing and selling certain
securities representing undivided beneficial interests in the assets of the
Trust and investing the proceeds thereof in the Partnership Preferred
Securities;

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

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

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

                                    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 meaning
      throughout;

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

            (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;

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

            (g) a term used in this Agreement and not otherwise defined herein
      shall have the meaning ascribed to such term in the Partnership Agreement.

            "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act of 1933, as amended, or any successor rule thereunder.

            "Affiliate Investment Instruments" has the meaning set forth in
Section 7.1 of the Limited Partnership Agreement.

            "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 set forth in Section 10.4 of this
Declaration.


                                        2
<PAGE>

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

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

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

            "Change in 1940 Act Law" means, as a result of the occurrence on or
after the date of the issuance of the Trust Preferred Securities of a change in
law or regulation or a change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, the Trust is or will be considered an "investment company" which is
required to be registered under the 1940 Act.

            "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 Trust 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 beneficial interests in
the Trust 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 interest in securities
deposited with the Clearing Agency.

            "Closing Date" means February 6, 1997.

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

            "Commission" means the United States Securities and Exchange
Commission.

            "Common Security Holder of the Trust" means the Company in its
capacity as Holder of the Trust Common Security.

            "Company" means Merrill Lynch & Co., Inc.

            "Company Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees,


                                        3
<PAGE>

representatives or agents of any Regular Trustee; or (d) any officer, director,
shareholder, member, partner, employee, representative or agent of the Trust or
its Affiliates.

            "Compounded Distributions" has the meaning set forth in Section
7.1(a) of this Declaration.

            "Corporate Trust Office" means the principal corporate trust office
of the Property Trustee in the Borough of Manhattan, the City of New York, which
office at the date hereof is called the Global Trust Services Office and is
located at 450 West 33rd Street, 15th Floor, New York, New York 10001.

            "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 Trust Securities.

            "Definitive Trust Preferred Security Certificates" has the meaning
set forth in Section 10.4 of this Declaration.

            "Delaware Trustee" has the meaning set forth in Section 6.2 of this
Declaration.

            "Distribution" has the meaning set forth in Section 7.1(a) of this
Declaration.

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

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

            "Fiduciary Indemnified Person" has the meaning set forth in Section
11.4(b) of this Declaration.

            "Fiscal Period" has the meaning set forth in Section 1.1 of the
Limited Partnership Agreement.

            "Fiscal Year" has the meaning set forth in Section 12.1 of this
Declaration.

            "General Partner" means Merrill Lynch & Co., Inc., in its capacity
as the general partner of the Partnership, its permitted successors, or any
successor general partner in the Partnership admitted as such pursuant to the
Limited Partnership Agreement.


                                        4
<PAGE>

            "Global Certificate" has the meaning set forth in Section 10.4 of
this Declaration.

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

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

            "Initial Debentures" has the meaning set forth in Section 7.1(b) of
the Limited Partnership Agreement.

            "Investment Affiliate" means the Company or any corporation,
partnership, limited liability company or other entity (other than the
Partnership or the Trust) that (i) is controlled by the Company and (ii) is not
an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is
otherwise an eligible recipient of funds directly or indirectly from the Trust
pursuant to an order issued by the Securities and Exchange Commission.

            "Investment Company" means an investment company as defined in the
1940 Act.

            "Investment Guarantee" means any guarantee on a subordinated basis
by the Company with respect to (1) payment of interest, principal and other
payment terms of Affiliate Investment Instruments that are debt securities of an
Investment Affiliate and (2) the payment of dividends, distributions and other
payment terms of Affiliate Investment Instruments that are preferred or
preference stock of an Investment Affiliate when, as and if declared by such
Investment Affiliate.

            "Legal Action" has the meaning set forth in Section 3.6(h) of this
Declaration.

            "Limited Partnership Agreement" means the Amended and Restated
Agreement of Limited Partnership of Merrill Lynch Preferred Funding II, L.P.
dated as of February 6, 1997.

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

            "Majority in liquidation amount of the Trust Securities" means,
except as provided in the terms of the Trust Preferred Securities or by the
Trust Indenture Act, Holder(s) of outstanding Trust Securities voting together
as a single class or, as the context may require, Holders of outstanding Trust
Preferred Securities or Holders of outstanding Trust Common


                                        5
<PAGE>

Securities voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount of all outstanding Trust Securities of
the relevant class.

            "Ministerial Action" means, a ministerial action (such as filing a
form or making an election or pursuing some other similar reasonable measure)
which in the sole judgment of the Company has or will cause no adverse effect on
the Trust, the Partnership, the Company or the holders of the Trust Securities
and will involve no material cost.

            "Nasdaq" means the National Association of Securities Dealers
Automated Quotation System.

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

            "Officers' Certificate" means, with respect to any Person (who is
not an individual), a certificate signed by the Chairman of the Board, the
President, a Vice President or the Treasurer, and by an Assistant Treasurer, the
Secretary or an Assistant Secretary 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

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

            "Partnership" means Merrill Lynch Preferred Funding II, L.P., a
Delaware limited partnership formed pursuant to the Limited Partnership
Agreement.

            "Partnership Enforcement Event" has the meaning set forth in Section
6.2(h)(i) of the Limited Partnership Agreement.


                                        6
<PAGE>

            "Partnership Guarantee" means the Partnership Guarantee Agreement
dated as of February 6, 1997, by the Company in favor of the Partnership
Preferred Security Holders with respect to the Partnership Preferred Securities,
as amended or supplemented from time to time.

            "Partnership Preferred Securities" has the meaning set forth in
Section 1.1 of the Limited Partnership Agreement.

            "Partnership Special Event" has the meaning set forth in Section 1.1
of the Limited Partnership Agreement.

            "Payment Amount" has the meaning set forth in Section 7.1(a) of this
Declaration.

            "Paying Agent" has the meaning set forth in Section 3.8(g) of this
Declaration.

            "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 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, or each case in accordance
with the rules of such Clearing Agency).

            "Property Account" has the meaning set forth in Section 3.8(c) of
this Declaration.

            "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 6.3 of this Declaration.

            "Pro Rata" means, in reference to any distributions on or
redemptions of Trust Securities or the distribution of Partnership Preferred
Securities or any other payment with respect to Trust Securities in connection
with a Trust Special Event or liquidation of the Trust, pro rata to each Holder
of Trust Securities according to the aggregate liquidation amount of the Trust
Securities held by the relevant Holder in relation to the aggregate liquidation
amount of all Trust Securities outstanding.


                                        7
<PAGE>

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

            "Redemption Price" has the meaning set forth in Section 8.2(a) of
this Declaration.

            "Regular Trustee" has the meaning set forth in Section 6.1 of this
Declaration.

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

            "Responsible Officer" means, with respect to the Trust Preferred
Guarantee Trustee, the chairman or vice-chairman of the board of directors, the
chairman or vice-chairman of the executive committee of the board of directors,
the president, any vice president (whether or not designated by a number or a
word or words added before or after the title "vice president"), the secretary,
any assistant secretary, the treasurer, any assistant treasurer, the cashier,
any assistant cashier, any trust officer or assistant trust officer, or any
other officer of the Trust Preferred Guarantee Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

            "Rule 3a-5" means Rule 3a-5 under the 1940 Act.

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

            "Special Representative" has the meaning set forth in Section
6.2(h)(i) of the Limited Partnership Agreement.

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

            "Successor Delaware Trustee" has the meaning set forth in Section
6.7(b) of this Declaration.

            "Successor Entity" has the meaning set forth in Section 3.15 of this
Declaration.

            "Successor Property Trustee" has the meaning set forth in Section
6.7(b) of this Declaration.


                                        8
<PAGE>

            "Successor Trust Securities" has the meaning set forth in Section
3.15 of this Declaration.

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

            "Tax Action" means (a) an amendment to, change in or announced
proposed change in the laws (or any regulations thereunder) of the United States
or any political subdivision or taxing authority thereof or therein, (b) a
judicial decision interpreting, applying or clarifying such laws or regulations,
(c) an administrative pronouncement or action that represents an official
position (including a clarification of an official position) of the governmental
authority or regulatory body making such administrative pronouncement or taking
such action, or (d) a threatened challenge asserted in connection with an audit
of the Company or any of its subsidiaries, the Partnership, or the Trust, or a
threatened challenge asserted in writing against any other taxpayer that has
raised capital through the issuance of securities that are substantially similar
to the Debentures, the Partnership Preferred Securities, or the Trust Preferred
Securities, which amendment or change is adopted or which decision,
pronouncement or proposed change is announced or which action, clarification or
challenge occurs on or after the date of the prospectus related to the issuance
of the Trust Preferred Securities.

            "10% in liquidation amount of the Trust Securities" means, except as
provided in the terms of the Trust Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require, Holders of outstanding Trust
Preferred Securities or Holders of outstanding Trust Common Securities voting
separately as a class, who are the record owners of 10% or more of the aggregate
liquidation amount of all outstanding Trust 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 Department, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

            "Trust Common Security" has the meaning set forth in Section 8.1 of
this Declaration.

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


                                        9
<PAGE>

            "Trust Common Securities Guarantee" means the Trust Common
Securities Guarantee Agreement dated as of February 6, 1997, entered into by the
Company, as Guarantor, for the benefit of the holders of the Trust Common
Securities.

            "Trust Dissolution Tax Opinion" means an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that there has been a Trust Tax Event.

            "Trust Enforcement Event" means the occurrence, at any time, of (i)
arrearages on distributions on the Trust Preferred Securities that shall exist
for six consecutive quarterly distribution periods, (ii) a default by the
Company in respect of any of its obligations under the Trust Guarantee or (iii)
a Partnership Enforcement Event (as defined in the Limited Partnership
Agreement).

            "Trust Guarantees" means the Trust Common Securities Guarantee and
The Trust Preferred Securities Guarantee, collectively.

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

            "Trust Investment Company Event" means that the Company shall have
requested and received and shall have delivered to the Regular Trustees an
opinion of nationally recognized independent legal counsel experienced in such
matters to the effect that as a result of a Change in 1940 Act Law, the Trust is
or will be considered an "investment company" which is required to be registered
under the 1940 Act.

            "Trust Liquidation" has the meaning set forth in Section 9.2(a) of
this Declaration.

            "Trust Preferred Securities Guarantee" has the meaning set forth in
Section 1.1 of the Limited Partnership Agreement.

            "Trust Liquidation Distribution" has the meaning set forth in
Section 9.2(a) of this Declaration.

            "Trust Preferred Security" has the meaning set forth in Section
8.1(a) of this Declaration.

            "Trust 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


                                       10
<PAGE>

Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).

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

            "Trust Redemption Tax Opinion" means an opinion of nationally
recognized independent tax counsel experienced in such matters that there has
been a Trust Tax Event, and following such Trust Tax Event there is more than an
insubstantial risk that interest payable by one or more of the Investment
Affiliates with respect to the Debentures is not, or will not be, deductible by
such Investment Affiliate for United States federal income tax purposes even if
the Partnership Preferred Securities were distributed to the Holders of the
Trust Securities in liquidation of such Holders' interests in the Trust.

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

            "Trust Special Event" means a Trust Tax Event or a Trust Investment
Company Event.

            "Trust Tax Event" means that there has been a Tax Action which
relates to any of the items described in (i) through (iii) below, and that there
is more than an insubstantial risk that (i) the Trust is, or will be subject to
United States federal income tax with respect to income accrued or received on
the Partnership Preferred Securities, (ii) the Trust is, or will be, subject to
more than a de minimis amount of other taxes, duties or other governmental
charges or (iii) interest payable by one or more of the Investment Affiliates
with respect to the Debentures is not, or will not be, deductible by such
Investment Affiliate for United States federal income tax purposes.

            "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.


                                       11
<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 Property Trustee shall be the only Trustee which is a
Trustee for the purposes of the Trust Indenture Act.

            (c) If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by 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 Trust Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

SECTION 2.2 Lists of Holders of Trust Securities.

            (a) Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide the Property Trustee (i) within 14 days after each record
date for payment of Distributions, a list, in such form as the Property Trustee
may reasonably require, of the names and addresses of the Holders of the Trust
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 Property 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 Property Trustee. The Property Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in Lists of Holders
given to it or which it receives in the capacity as Paying Agent (if acting in
such capacity), provided, that the Property Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

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


                                       12
<PAGE>

SECTION 2.3 Reports by the Property Trustee.

            Within 60 days after May 15 of each year commencing May 15, 1997,
the Property Trustee shall provide to the Holders of the Trust Preferred
Securities such reports as are required by Section 313 of the Trust Indenture
Act, if any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Property Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

SECTION 2.4 Periodic Reports to Property Trustee.

            Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
are required by Section 314 of the Trust Indenture Act (if any) and the
compliance certificate required by Section 314 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 Property Trustee such evidence of compliance with any
conditions precedent provided for in this Declaration that relate to any of the
matters set forth in 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 Trust Enforcement Events; Waiver.

            (a) The Holders of a Majority in liquidation amount of Trust
Preferred Securities may, by vote, on behalf of the Holders of all of the Trust
Preferred Securities, waive any past Trust Enforcement Event in respect of the
Trust Preferred Securities and its consequences, provided, that if the
underlying event of default or Partnership Enforcement Event:

            (i) is not waivable under the Trust Preferred Securities Guarantee
      or the Limited Partnership Agreement, the Trust Enforcement Event under
      this Declaration shall also not be waivable; or

            (ii) requires the consent or vote of the Holders of greater than a
      Majority in liquidation amount of the Trust Preferred Securities to be
      waived under the Trust Preferred


                                       13
<PAGE>

      Securities Guarantee or the Partnership Preferred Securities
      to be waived under the Limited Partnership Agreement (a
      "Super Majority"),

the Trust Enforcement Event under this Declaration may only be waived by the
vote of the Holders of at least the relevant Super Majority in liquidation
amount of the Trust Preferred Securities.

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
Trust Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
such default shall cease to exist, and any Trust Enforcement Event with respect
to the Trust Preferred Securities arising therefrom shall be deemed to have been
cured, for every purpose of this Declaration, but no such waiver shall extend to
any subsequent or other default or Trust Enforcement Event with respect to the
Trust Preferred Securities or impair any right consequent thereon. Any waiver by
the Holders of the Trust Preferred Securities of Trust Enforcement Events with
respect to the Trust Preferred Securities shall also be deemed to constitute a
waiver by the Holders of the Trust Common Securities of any such Trust
Enforcement Event with respect to the Trust Common Securities for all purposes
of this Declaration without any further act, vote, or consent of the Holders of
the Trust Common Securities.

            (b) The Holders of a Majority in liquidation amount of the Trust
Common Securities may, by vote, on behalf of the Holders of all of the Trust
Common Securities, waive any past Trust Enforcement Event with respect to the
Trust Common Securities and its consequences, provided, that if the underlying
event of default or Partnership Enforcement Event:

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

            (ii) requires the consent or vote of the Holders of a Super Majority
      to be waived, except where the Holders of the Trust Common Securities are
      deemed to have waived such Trust Enforcement Event under the Declaration
      as provided below in this Section 2.6(b), the Trust Enforcement Event
      under this Declaration may only be waived by the vote of the


                                       14
<PAGE>

      Holders of at least the relevant Super Majority in liquida-
      tion amount of the Trust Common Securities;

provided, further, each Holder of Trust Common Securities will be deemed to have
waived any such Trust Enforcement Event and all Trust Enforcement Events with
respect to the Trust Common Securities and its consequences if all Trust
Enforcement Events with respect to the Trust Preferred Securities have been
cured, waived or otherwise eliminated, and until such Trust Enforcement Events
have been so cured, waived or otherwise eliminated, the Property Trustee will be
deemed to be acting solely on behalf of the Holders of the Trust Preferred
Securities and only the Holders of the Trust Preferred Securities will have the
right to direct the Property Trustee in accordance with the terms of the Trust
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 Trust Securities, as permitted
by the Trust Indenture Act. Subject to the foregoing provisions of this Section
2.6(b), upon such waiver, any such default shall cease to exist and any Trust
Enforcement Event with respect to the Trust Common Securities arising therefrom
shall be deemed to have been cured for every purpose of this Declaration, but no
such waiver shall extend to any subsequent or other default or Trust Enforcement
Event with respect to the Trust Common Securities or impair any right consequent
thereon.

            (c) A waiver of Partnership Enforcement Events under the Limited
Partnership Agreement by the Property Trustee at the direction of the Holders of
the Trust Preferred Securities constitutes a waiver of the corresponding Trust
Enforcement Event 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 Trust Securities, as permitted by the
Trust Indenture Act.

SECTION 2.7 Trust Enforcement Event; Notice.

            The Property Trustee shall, within 90 days after the occurrence of a
Trust Enforcement Event, transmit by mail, first class postage prepaid, to the
Holders of the Trust Securities, notices of all defaults with respect to the
Trust Securities actually known to a Responsible Officer of the Property
Trustee, unless such defaults have been cured before the giving of such notice
(the term "defaults" for the purposes of this Section 2.7 being hereby defined
to be defaults as defined in the Trust Guarantees or the Limited Partnership
Agreement, not including


                                       15
<PAGE>

any periods of grace provided for therein and irrespective of the giving of any
notice provided therein); provided, that except for a default in the payment of
principal of (or premium, if any) or interest on any of the Affiliate Investment
Instruments or in the payment of any sinking fund installment established for
the Affiliate Investment Instruments, the Property Trustee shall be fully
protected in withholding such notice if and so long as a Responsible Officer of
the Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Trust Securities.

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1 Name.

            The Trust is named "Merrill Lynch Preferred Capital Trust II," as
such name may be modified from time to time by the Regular Trustees following
written notice to the Holders of Trust 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 Merrill
Lynch & Co., Inc., World Financial Center, North Tower, 250 Vesey Street, New
York, New York 10281. On ten Business Days written notice to the Holders of
Trust 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
the Trust Securities, (b) investing the proceeds from such sale of the Trust
Securities to acquire the Partnership Preferred Securities, and (c) except as
otherwise limited herein, to engage in only those other activities necessary or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, mortgage or pledge any of its assets, or
otherwise undertake (or permit to be undertaken) any activity that would cause
the Trust not to be classified for United States federal income tax purposes as
a grantor trust.

SECTION 3.4 Authority.

            Subject to the limitations provided in this Declaration
and to the specific duties of the Property Trustee, the Regular


                                       16
<PAGE>

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

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

                     (i) execute and file with the Commission the registration
            statement on Form S-3 prepared by the Sponsor, including any
            amendments thereto, pertaining to the Trust Preferred Securities;


                                       17
<PAGE>

                        (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 Trust
            Preferred Securities in any State in which the Sponsor has
            determined to qualify or register such Trust Preferred Securities
            for sale;

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

                        (iv) execute and file with the Commission a registration
            statement, including any amendments thereto, prepared by the
            Sponsor, relating to the registration of the Trust Preferred
            Securities, the Partnership Preferred Securities, the Trust
            Preferred Securities Guarantee and the Partnership Guarantee under
            Section 12(b) of the Exchange Act; and

                        (v) execute and enter into an underwriting agreement
            providing for the sale of the Trust Preferred Securities and perform
            the duties and obligations of the Trust thereunder;

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

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


                                       18
<PAGE>

      ties and Holders of Trust Common Securities as to such
      actions and applicable record dates;

            (f) to give prompt written notice to the Holders of the Trust
      Securities of any notice received from the Partnership of the General
      Partner's election not to make a current, quarterly distribution on the
      Partnership Preferred Securities under the Limited Partnership Agreement;

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

            (h) 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(f), the Property
      Trustee has the exclusive power to bring such Legal Action;

            (i) 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;

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

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

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

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

            (n) 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;

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


                                       19
<PAGE>

      Holders of the Trust Preferred Securities or to enable the
      Trust to effect the purposes for which the Trust was creat-
      ed;

            (p) to take any action, or to take no 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 1940 Act; and

                        (ii) taking no action which would be reasonably likely
            to cause the Trust to be classified as an association or a publicly
            traded partnership taxable as a corporation for United States
            federal income tax purposes;

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

            (q) 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.

            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.

            Subject to this Section 3.6, the Regular Trustees shall have none of
the powers or the authority of the Property 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 Partnership pursuant to Section 9.1 of
the Limited Partnership Agreement.


                                       20
<PAGE>

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

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

            (i) invest any proceeds received by the Trust from holding the
      Partnership Preferred Securities, but shall distribute all such proceeds
      to Holders of Trust Securities pursuant to the terms of this Declaration
      and of the Trust 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 or acquire any
      securities other than the Partnership Preferred Securities;

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

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

            (vii) other than as set forth herein, (A) cause the Special
      Representative to direct the time, method and place of conducting any
      proceeding for any remedy available to the Special Representative or
      exercising any trust or power conferred upon the Special Representative
      with respect to the Partnership Preferred Securities, the Affiliate
      Investment Instruments, and the Investment Guarantees, (B) cause the
      Special Representative to waive any past default that is waivable under
      the Limited Partnership Agreement, the Affiliate Investment Instruments or
      the Investment Guarantees, (C) cause the Special Representative to
      exercise any right to rescind or annul any declaration that the principal
      of, or other amounts in respect of, any Affiliate Investment Instrument is
      due and payable or (D) consent to any amendment, modification or
      termination of the Limited Partnership


                                       21
<PAGE>

      Agreement or the Partnership Preferred Securities where such
      consent shall be required; and

            (viii) other than in connection with the liquidation of the Trust
      pursuant to a Trust Special Event or upon redemption of all the Trust
      Securities, file a certificate of cancellation of the Trust.

SECTION 3.8 Powers and Duties of the Property Trustee.

            (a) The legal title to the Partnership Preferred Securities shall be
owned by and held of record in the name of the Property Trustee in trust for the
benefit of the Holders of the Trust Securities. The right, title and interest of
the Property Trustee to the Partnership Preferred Securities shall vest
automatically in each Person who may hereafter be appointed as Property Trustee
in accordance with Section 6.7. Such vesting and cessation of title shall be
effective whether or not conveyancing documents with regard to the Partnership
Preferred Securities have been executed and delivered.

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

            (c) The Property Trustee shall:

            (i) establish and maintain a segregated non-interest bearing trust
      account (the "Property Account") in the name of and under the exclusive
      control of the Property Trustee on behalf of the Holders of the Trust
      Securities and, upon the receipt of payments of funds made in respect of
      the Partnership Preferred Securities held by the Property Trustee, deposit
      such funds into the Property Account and make payments to the Holders of
      the Trust Preferred Securities and Holders of the Trust Common Securities
      from the Property Account in accordance with Section 7.1. Funds in the
      Property Account shall be held uninvested until disbursed in accordance
      with this Declaration. The Property Account shall be an account that is
      maintained with a banking institution (including the Property Trustee if
      it qualifies hereunder) authorized to exercise corporate trust powers and
      having a combined capital and surplus of at least $50,000,000 and subject
      to supervision or examination by Federal or state authority;

            (ii) engage in such ministerial activities as shall be necessary or
      appropriate to effect the redemption of the


                                       22
<PAGE>

      Trust Preferred Securities and the Trust Common Securities to the extent
      the Partnership Preferred Securities are redeemed; and

            (iii) upon written notice of distribution issued by the Regular
      Trustees in accordance with the terms of the Trust Securities, engage in
      such ministerial activities as shall be necessary or appropriate to effect
      the distribution of the Partnership Preferred Securities to Holders of
      Trust Securities upon the occurrence of a Trust Special Event.

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

            (e) The Property Trustee shall take any Legal Action which arises
out of or in connection with a Trust Enforcement Event of which a Responsible
Officer of the Property Trustee has actual knowledge or the Property Trustee's
duties and obligations under this Declaration or the Trust Indenture Act.

            (f) The Property Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a Holder of Partnership Preferred
Securities and, if a Trust Enforcement Event occurs and is continuing, the
Property Trustee shall, for the benefit of Holders of the Trust Securities,
enforce its rights as Holder of the Partnership Preferred Securities subject to
the rights of the Holders pursuant to the terms of such Trust Securities.

            (g) The Property 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 Trust 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 Property Trustee at any time and a
successor Paying Agent or additional Paying Agents may be appointed at any time
by the Property Trustee.

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

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


                                       23
<PAGE>

            (ii) a Successor Property Trustee has been appointed and has
      accepted that appointment in accordance with Section 6.7.

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

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

SECTION 3.9 Certain Duties and Responsibilities of the Property Trustee.

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

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

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

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


                                       24
<PAGE>

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

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

            (iii) subject to the requirement of the Property Trustee receiving a
      tax opinion as set forth in Section 8.4(d) or 8.5(c), as the case may be,
      the Property Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of not less than a Majority in liquidation amount
      of the Trust Securities relating to the time, method and place of
      conducting any proceeding for any remedy available to the Property
      Trustee, or exercising any trust or power conferred upon the Property
      Trustee under this Declaration;

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

            (v) the Property Trustee's sole duty with respect to the custody,
      safe keeping and physical preservation of the Partnership Preferred
      Securities and the Property Account shall be to deal with such property in
      a similar manner as the Property Trustee deals with similar property for
      its own account, subject to the protections and limita-


                                       25
<PAGE>

      tions on liability afforded to the Property Trustee under this Declaration
      and the Trust Indenture Act;

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

            (vii) money held by the Property Trustee need not be segregated from
      other funds held by it except in relation to the Property Account
      maintained by the Property Trustee pursuant to Section 3.8(c)(i) and
      except to the extent otherwise required by law; and

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

SECTION 3.10 Certain Rights of Property Trustee.

            (a) Subject to the provisions of Section 3.9:

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

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

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


                                       26
<PAGE>

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

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

            (vi) the Property Trustee shall be under no obligation to exercise
      any of the rights or powers vested in it by this Declaration at the
      request or direction of any Holder, unless (a) such Holder shall have
      provided to the Property Trustee security and indemnity, reasonably
      satisfactory to the Property Trustee, against the costs, expenses
      (including attorneys' fees and expenses and the expenses of the Property
      Trustee's agents, nominees or custodians) and liabilities that might be
      incurred by it in complying with such request or direction, including such
      reasonable advances as may be requested by the Property Trustee and (b)
      the Property Trustee has obtained the legal opinions, if any, required by
      Section 8.4(d) or 8.5(c), as the case may be, of this Agreement; provided,
      that, nothing contained in this Section 3.10(a)(vi) shall be taken to
      relieve the Property Trustee, upon the occurrence of a Trust Enforcement
      Event, of its obligation to exercise the rights and powers vested in it by
      this Declaration;

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

            (viii) the Property Trustee may execute any of the trusts or powers
      hereunder or perform any duties hereunder


                                       27
<PAGE>

      either directly or by or through agents, custodians, nominees or attorneys
      and the Property Trustee shall not be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care by
      it hereunder;

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

            (x) whenever in the administration of this Declaration the Property
      Trustee shall deem it desirable to receive instructions with respect to
      enforcing any remedy or right or taking any other action hereunder, the
      Property Trustee (i) may request instructions from the Holders of the
      Trust Securities which instructions may only be given by the Holders of
      the same proportion in liquidation amount of the Trust Securities as would
      be entitled to direct the Property Trustee under the terms of the Trust
      Securities in respect of such remedy, right or action, (ii) may refrain
      from enforcing such remedy or right or taking such other action until such
      instructions are received, and (iii) shall be fully protected in
      conclusively relying on or acting in or accordance with such instructions;
      provided, however, that the Property Trustee shall not be required to take
      any action unless it shall have obtained such legal opinions, if any,
      required by Sections 8.4(d) or 8.5(c), as the case may be, of this
      Agreement; and

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

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


                                       28
<PAGE>

available to the Property Trustee shall be construed to be a duty.

SECTION 3.11 Delaware Trustee.

            Notwithstanding any provision of this Declaration other than Section
6.2, 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 Property Trustee described in this Declaration. Except
as set forth in Section 6.2, the Delaware Trustee shall be a Trustee for the
sole and limited purpose of fulfilling the requirements of Section 3807 of the
Business Trust Act.

SECTION 3.12 Execution of Documents.

            Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Business 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 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 or on behalf of a majority
of the Regular Trustees.

SECTION 3.13 Not Responsible for Recitals or Issuance of Trust Securities.

            The recitals contained in this Declaration and the Trust 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 Trust Securities.

SECTION 3.14 Duration of Trust.

            The Trust, unless terminated pursuant to the provisions of Article
VIII hereof, shall have perpetual existence.

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 Person, except as described in Section
3.15(b) and (c).


                                       29
<PAGE>

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

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

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

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

            (ii) the Company expressly acknowledges a trustee of the Successor
      Entity that possesses the same powers and duties as the Property Trustee
      as the Holder of the Partnership Preferred Securities;

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

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

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


                                       30
<PAGE>

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

            (vii) the Company guarantees the obligations of such Successor
      Entity under the Successor Trust Securities at least to the extent
      provided by the Trust Guarantees; and

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

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

                        (B) following such merger, consolidation, amalgamation,
            replacement, conveyance, transfer or lease, neither the Trust nor
            the Successor Entity will be required to register as an Investment
            Company under the 1940 Act;

                        (C) following such merger, consolidation, amalgamation
            or replacement, the Trust (or the Successor Entity) will not be
            classified as an association or a publicly traded partnership
            taxable as a corporation for United States federal income tax
            purposes; and

                        (D) following such merger, consolidation, amalgamation
            or replacement, the Partnership will not be classified as an
            association or a publicly traded partnership taxable as a
            corporation for United States federal income tax purposes.

            (c) Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of Holders of 100% in liquidation amount of the Trust Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or Successor Entity or the Partnership to be
classified as an association or a publicly traded partnership taxable as a
corporation for United States federal income tax purposes.


                                       31
<PAGE>

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1 Responsibilities of the Sponsor.

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

            (a) to prepare for filing by the Trust with the Commission a
      registration statement on Form S-3 in relation to the Trust Preferred
      Securities, including any amendments thereto;

            (b) to determine the States in which to take appropriate action to
      qualify or register for sale all or part of the Trust Preferred Securities
      and to do any and all such acts, other than actions 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 or any other national stock exchange or the Nasdaq
      National Market System for listing upon notice of issuance of any Trust
      Preferred Securities, Partnership Preferred Securities, the Trust
      Preferred Securities Guarantee and the Partnership Guarantee;

            (d) to prepare for filing by the Trust with the Commission a
      registration statement relating to the registration of the Trust Preferred
      Securities, the Partnership Preferred Securities, the Trust Preferred
      Securities Guarantee, and the Partnership Guarantee under Section 12(b) of
      the Exchange Act, including any amendments thereto; and

            (e) to negotiate the terms of an underwriting agreement and any
      pricing agreement providing for the sale of the Trust Preferred
      Securities.


                                       32
<PAGE>

SECTION 4.2 Indemnification and Expenses of the Trustee

            The Partnership agrees, and to the extent the Partnership fails to
do so, the Sponsor agrees to indemnify the Property Trustee and the Delaware
Trustee for, and to hold each of them harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Property
Trustee or the Delaware Trustee, as the case may be, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending either of them against
any claim or liability in connection with the exercise or performance of any of
their respective powers or duties hereunder; the provisions of this Section 4.2
shall survive the resignation or removal of the Delaware Trustee or the Property
Trustee or the termination of this Declaration.

                                    ARTICLE V
                         TRUST COMMON SECURITIES HOLDER

SECTION 5.1 Company's Purchase of Trust Common Securities.

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

SECTION 5.2 Covenants of the Trust Common Securities Holder.

            For so long as the Trust Preferred Securities remain outstanding,
the Company will covenant (i) to maintain directly 100 percent ownership of the
Trust Common Securities, (ii) to cause the Trust to remain a statutory business
trust and not to voluntarily dissolve, wind up, liquidate, or be terminated,
except as permitted by this Declaration, (iii) to use its commercially
reasonable efforts to ensure that the Trust will not be an investment company
for purposes of the 1940 Act, and (iv) to take no action which would be
reasonably likely to cause the Trust to be classified as an association or a
publicly traded partnership taxable as a corporation for United States federal
income tax purposes.


                                       33
<PAGE>

                                   ARTICLE VI
                                    TRUSTEES

SECTION 6.1 Number of Trustees.

            The number of Trustees initially shall be four (4), and:

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

            (b) after the issuance of any Trust Securities, the number of
      Trustees may be increased or decreased by vote of the Holders of a
      Majority in liquidation amount of the Trust Common Securities voting as a
      class at a meeting of the Holders of the Trust Common Securities;
      provided, however, that the number of Trustees shall in no event be less
      than three (3); provided, further, that (1) if required by the Business
      Trust Act, one Trustee is the Delaware Trustee; (2) there shall be at
      least one Trustee who is an employee or officer of, or is affiliated with
      the Company (each, a "Regular Trustee"); and (3) one Trustee shall be the
      Property Trustee for so long as this Declaration is required to qualify as
      an indenture under the Trust Indenture Act, and such Property Trustee may
      also serve as Delaware Trustee if it meets the applicable requirements.

SECTION 6.2 Delaware Trustee.

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

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

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

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


                                       34
<PAGE>

SECTION 6.3 Property Trustee; Eligibility.

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

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

            (ii) be a 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 6.3(a)(ii), the combined
      capital and surplus of such corporation shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published.

            (b) If at any time the Property Trustee shall cease to be eligible
to so act under Section 6.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 6.7(c).

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

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

            (e) The initial Property Trustee shall be:

                The Chase Manhattan Bank


                                       35
<PAGE>

SECTION 6.4 Qualifications of Regular Trustees and Delaware Trustee Generally.

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

SECTION 6.5 Regular Trustees.

            The initial Regular Trustees shall be:

                        Theresa Lang
                        Stanley Schaefer

            (a) 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.

            (b) Unless otherwise determined by the Regular Trustees, and except
as otherwise required by the Business 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 or on
behalf of a majority of the Regular Trustees.

SECTION 6.6 Delaware Trustee.

            The initial Delaware Trustee shall be:

                        Chase Manhattan Bank Delaware

SECTION 6.7 Appointment, Removal and Resignation of Trustees.

            (a) Subject to Section 6.7(b), Trustees may be appointed or removed
without cause at any time:

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

            (ii) after the issuance of any Trust Securities, by vote of the
      Holders of a Majority in liquidation amount of


                                       36
<PAGE>

      the Trust Common Securities voting as a class at a meeting of the Holders
      of the Trust Common Securities.

            (b)(i) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 6.7(a) until a successor Trustee possessing
the qualifications to act as Property Trustee under Section 6.3 (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Regular Trustees and the Sponsor; and

            (ii) the Trustee that acts as Delaware Trustee shall not be removed
      in accordance with Section 6.7(a) until a successor Trustee possessing the
      qualifications to act as Delaware Trustee under Sections 6.2 and 6.4 (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 Property
      Trustee shall be effective:

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

                        (B) until the assets of the Trust have been completely
            liquidated and the proceeds thereof distributed to the Holders of
            the Trust 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.


                                       37
<PAGE>

            (d) The Holders of the Trust Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor Property
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 6.7.

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

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

SECTION 6.8 Vacancies among Trustees.

            If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 6.1, or if the number of Trustees is
increased pursuant to Section 6.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 6.7.

SECTION 6.9 Effect of Vacancies.

            The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to 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 6.7, the Regular 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.


                                       38
<PAGE>

SECTION 6.10 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. Notwithstanding the
foregoing, any and all actions of the Regular Trustees may be taken by the
unanimous written consent of all Regular Trustees.

SECTION 6.11 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.


                                       39
<PAGE>

Section 6.12 Merger, Conversion, Consolidation or Succession to Business.

      Any corporation into which the Property Trustee or the Delaware Trustee,
as the case may be, may be merged or converted or with which either may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Property Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Property Trustee or
the Delaware Trustee, as the case may be, hereunder; provided, that such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

                                   ARTICLE VII
                                  DISTRIBUTIONS

SECTION 7.1 Distributions.

            (a) Holders of Trust Securities shall be entitled to receive
cumulative cash distributions at the rate per annum of 8% of the stated
liquidation amount of $25 per Trust Security, calculated on the basis of a
360-day year consisting of twelve 30-day months. For any period shorter than a
full 90-day quarter, distributions will be computed on the basis of the actual
number of days elapsed in such 90-day quarter. Distributions shall be made on
the Trust Preferred Securities and the Trust Common Securities on a Pro Rata
basis. Distributions on the Trust Securities shall, from the date of original
issue, accumulate and be cumulative and shall be payable quarterly only to the
extent that the Trust has funds available for the payment of such Distributions
in the Property Account. Distributions not paid on the scheduled payment date
will accumulate and compound quarterly at the rate of 8% per annum ("Compounded
Distributions"). "Distributions" shall mean ordinary cumulative distributions in
respect of each Fiscal Period together with any Compounded Distributions. If and
to the extent that the Partnership makes a distribution on the Partnership
Preferred Securities held by the Property Trustee or the Company makes a payment
under the Partnership Guarantee (the amount of any such partnership
distribution, including any compounded partnership distributions, or guarantee
payment being a "Payment Amount"), the Trust shall and the Property Trustee is
directed, to the extent funds are available for that purpose, to make a Pro Rata
Distribution of the Payment Amount to Holders.


                                       40
<PAGE>

            (b) Distributions on the Trust Securities will be cumulative, will
accumulate from the date of initial issuance and will be payable quarterly in
arrears on each March 30, June 30, September 30 and December 30, commencing
March 30, 1997, when, as and if available for payment, by the Property Trustee,
except as otherwise described below. If Distributions are not paid when
scheduled, the accumulated Distributions shall be paid to the Holders of record
of Trust Securities as they appear on the books and records of the Trust on the
record date as determined under Section 7.1(d) below.

            (c) Amounts available to the Trust for distribution to the Holders
of the Trust Securities will be limited to payments received by the Trust from
the Partnership on the Partnership Preferred Securities or from the Company on
the Partnership Guarantees paid by the Company to the Trust. If the Property
Trustee, as the holder of the Partnership Preferred Securities for the benefit
of the Holders of the Trust Securities, receives notice of any determination by
the Partnership not to pay distributions on such Partnership Preferred
Securities, the Property Trustee shall give notice of such determination to the
Holders.

            (d) Distributions on the Trust Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates, which relevant record dates, as long as the Trust
Preferred Securities remain in book-entry only form, will be one Business Day
prior to the relevant payment dates. Such distributions will be paid through the
Property Trustee who will hold amounts received in respect of the Partnership
Preferred Securities in the Property Account for the benefit of the Holders of
the Trust Securities. In the event that the Trust Preferred Securities do not
remain in book-entry only form, the relevant record dates shall be the 15th day
of the month of the relevant payment dates. In the event that any date on which
distributions are payable on the Trust Securities is not a Business Day, payment
of the distribution payable on such date will be made on the next succeeding day
which is a Business Day (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.


                                       41
<PAGE>

                                  ARTICLE VIII
                          ISSUANCE OF TRUST SECURITIES

SECTION 8.1 Designation and General Provisions Regarding Trust Securities.

            (a) The Regular Trustees shall on behalf of the Trust issue one
class of preferred securities representing undivided beneficial ownership
interests in the assets of the Trust and one class of common securities
representing undivided beneficial ownership interests in the assets of the Trust
as follows:

            (i) Trust Preferred Securities. 12,000,000 Trust Preferred
      Securities of the Trust with an aggregate liquidation amount with respect
      to the assets of the Trust of three hundred million dollars ($300,000,000)
      and a liquidation amount with respect to the assets of the Trust of $25
      per preferred security, are hereby designated for the purpose of
      identification only as 8% Trust Originated Preferred SecuritiesSM1 (the
      "Trust Preferred Securities"). The Trust Preferred Security Certificates
      evidencing the Trust Preferred Securities shall be substantially in the
      form of Exhibit A-1 to the Declaration, with such changes and additions
      thereto or deletions therefrom as may be required by ordinary usage,
      custom or practice or to conform to the rules of any stock exchange on
      which the Trust Preferred Securities are listed.

            (ii) Trust Common Securities. 371,136 Trust Common Securities of the
      Trust with an aggregate liquidation amount with respect to the assets of
      the Trust of nine million two hundred and seventy-eight thousand and four
      hundred dollars ($9,278,400) and a liquidation amount with respect to the
      assets of the Trust of $25 per common security, are hereby designated for
      the purposes of identification only as 8% Trust Common Securities (the
      "Trust Common Securities" and, together with the Trust Preferred
      Securities, the "Trust Securities"). The Trust Common Security
      Certificates evidencing the Trust Common Securities shall be substantially
      in the form of Exhibit A-2 to the Declaration, with such changes and
      additions thereto or deletions therefrom as may be required by ordinary
      usage, custom or practice.

----------
      1     "Trust Originated Preferred Securities" and "TOPrS" are service
            marks of Merrill Lynch & Co., Inc.


                                       42
<PAGE>

            (b) Except as provided in Section 9.2(b) of this Declaration, the
Trust Preferred Securities rank pari passu and payment thereon shall be made Pro
Rata with the Trust Common Securities. The Trust shall issue no securities or
other interests in the assets of the Trust other than the Trust Preferred
Securities and the Trust Common Securities.

            (c) Any Regular Trustee shall sign the Trust Securities for the
Trust by manual or facsimile signature. In case any Regular Trustee of the Trust
who shall have signed any of the Trust Securities shall cease to be a 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 Trust 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 with any rule or regulation of
any stock exchange on which Trust Securities may be listed, or to conform to
usage.

            A Trust Security shall not be valid until authenticated by the
manual signature of an authorized officer of the Property Trustee. Such
signature shall be conclusive evidence that the Trust Security has been
authenticated under this Declaration.

            Upon a written order of the Trust signed by one Regular Trustee, the
Property Trustee shall authenticate the Trust Securities for original issue. The
aggregate number of Trust Securities outstanding at any time shall not exceed
the number set forth in the Terms of the Trust Securities.

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


                                       43
<PAGE>

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

            (e) Upon issuance of the Trust Securities as provided in this
Declaration, the Trust Securities so issued shall be deemed to be validly
issued, fully paid and non-assessable, subject to Section 11.1 with respect to
the Trust Common Securities.

            (f) Every Person, by virtue of having become a Holder or a Trust
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.

SECTION 8.2 Redemption of Trust Securities.

            (a) Upon a purchase of the Partnership Preferred Securities by the
Partnership upon redemption or otherwise, the proceeds from such purchase shall
be simultaneously applied Pro Rata to redeem Trust Securities having an
aggregate liquidation amount equal to the Partnership Preferred Securities so
purchased or redeemed at an amount equal to $25 per Partnership Preferred
Security plus an amount equal to accumulated and unpaid Distributions, including
any Compounded Distributions thereon through the date of the redemption or such
lesser amount as shall be received by the Trust in respect of the Partnership
Preferred Securities so purchased or redeemed (the "Redemption Price"). Holders
will be given not less than 30 nor more than 60 days notice of such redemption.

            (b) If fewer than all the outstanding Trust Securities are to be so
redeemed, the Trust Common Securities and the Trust Preferred Securities will be
redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be
redeemed as described in Section 8.3 below; provided, that fewer than all of the
outstanding Trust Preferred Securities may not be redeemed unless all
accumulated and unpaid Distributions have been paid on all Trust Preferred
Securities for all quarterly distribution periods terminating on or prior to the
date of redemption.

            (c) If, at any time, a Trust Special Event shall occur and be
continuing, the Regular Trustees shall, unless the Partnership Preferred
Securities are redeemed in the limited circumstances described below, within 90
days following the occurrence of such Trust Special Event elect to either (i)
dissolve the Trust upon not less than 30 nor more than 60 days


                                       44
<PAGE>

notice with the result that, after satisfaction of creditors, if any, of the
Trust, Partnership Preferred Securities would be distributed on a Pro Rata basis
to the Holders of the Trust Preferred Securities and the Trust Common Securities
in liquidation of such Holders' interests in the Trust; provided, however, that
if at the time there is available to the Trust the opportunity to eliminate,
within such 90-day period, the Trust Special Event by taking some ministerial
action, such as filing a form or making an election, or pursuing some other
similar reasonable measure which in the sole judgment of the Sponsor has or will
cause no adverse effect on the Trust, the Partnership, the Sponsor or the
Holders of the Trust Securities and will involve no material cost, the Trust
will pursue such measure in lieu of dissolution or (ii) cause the Trust
Preferred Securities to remain outstanding; provided, that in the case of this
clause (ii), the Sponsor shall pay any and all expenses incurred by or payable
by the Trust attributable to the Trust Special Event. Furthermore, if in the
case of the occurrence of a Trust Tax Event, the Regular Trustees have received
a Trust Redemption Tax Opinion, then the General Partner shall have the right,
within 90 days following the occurrence of such Trust Tax Event, to elect to
cause the Partnership to redeem the Partnership Preferred Securities in whole
(but not in part) for cash upon not less than 30 nor more than 60 days notice
and promptly following such redemption, the Trust Securities will be redeemed by
the Trust at the Redemption Price.

            (d) If the Partnership Preferred Securities are distributed to the
Holders of the Trust Preferred Securities, the Sponsor will use its best efforts
to cause the Partnership Preferred Securities to be listed on the New York Stock
Exchange or on such other national securities exchange or similar organization
as the Trust Preferred Securities are then listed or quoted.

            (e) On the date fixed for any distribution of Partnership Preferred
Securities, upon dissolution of the Trust, (i) the Trust Preferred Securities
and the Trust Common Securities will no longer be deemed to be outstanding and
(ii) certificates representing Trust Securities will be deemed to represent the
Partnership Preferred Securities having a liquidation preference equal to the
stated liquidation amount of such Trust Securities until such certificates are
presented to the Sponsor or its agent for transfer or reissuance.

SECTION 8.3 Redemption Procedures.

            (a) Notice of any redemption of, or notice of distribution of
Partnership Preferred Securities in exchange for,


                                       45
<PAGE>

the Trust Securities (a "Redemption/Distribution Notice") will be given by the
Trust by mail to each Holder of Trust 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 Partnership Preferred Securities. For purposes of the
calculation of the date of redemption or exchange and the dates on which notices
are given pursuant to this Section 8.3, 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 Trust Securities. Each
Redemption/Distribution Notice shall be addressed to the Holders of Trust
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.

            (b) In the event that fewer than all the outstanding Trust
Securities are to be redeemed, the Trust Securities to be redeemed shall be
redeemed Pro Rata from each Holder of Trust Securities, provided, 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. In the event that the Trust Securities do not remain in book-entry only
form and fewer than all of the outstanding Trust Securities are to be redeemed,
the Trust Securities shall be redeemed Pro Rata or pursuant to the rules of any
securities exchange on which the Trust Securities are listed.

            (c) If Trust Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice, which notice may only be issued if the
Partnership Preferred Securities are redeemed as set out in this Section 8.3
(which notice will be irrevocable), then (A) while the Trust Preferred
Securities are in book-entry only form, by 12:00 noon, New York City time, on
the redemption date, the Property Trustee will deposit irrevocably with the DTC
or its nominee (or successor Clearing Agency or its nominee) funds sufficient to
pay the applicable Redemption Price with respect to the Trust Preferred
Securities and will give the DTC irrevocable instructions and authority to pay
the Redemption Price to the Holders of the Trust Preferred Securities, and (B)
with respect to Trust Preferred Securities issued in definitive form and Trust
Common Securities, the Property Trustee will pay the relevant Redemption Price
to the Holders of


                                       46
<PAGE>

such Trust 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 accumulate on the Trust Securities so called for redemption and
all rights of Holders of such Trust Securities will cease, except the right of
the Holders of such Trust Securities to receive the Redemption Price, but
without interest on such Redemption Price. If any date fixed for redemption of
Trust 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 the amount payable
subject to 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 Trust
Securities is improperly withheld or refused and not paid either by the Property
Trustee or by the Sponsor as guarantor pursuant to the relevant Trust Guarantee,
Distributions on such Trust Securities will continue to accumulate at the then
applicable rate 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. For these purposes,
the applicable Redemption Price shall not include Distributions which are being
paid to Holders who were Holders on a relevant record date. Upon satisfaction of
the foregoing conditions, then immediately prior to the close of business on the
date of such deposit or payment, all rights of Holders of such Trust Preferred
Securities so called for redemption will cease, except the right of the Holders
to have received the Redemption Price, but without interest on such Redemption
Price, and from and after the date fixed for redemption, such Trust Preferred
Securities will not accumulate distributions or bear interest.

            Neither the Regular Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Trust Securities that
have been called for redemption.

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


                                       47
<PAGE>

SECTION 8.4 Voting Rights of Trust Preferred Securities.

            (a) Except as provided under Sections 6.1(b) and this Article VIII
and as otherwise required by the Business Trust Act, the Trust Indenture Act and
other applicable law, the Holders of the Trust Preferred Securities will have no
voting rights.

            (b) Subject to the requirement of the Property Trustee obtaining a
tax opinion in certain circumstances set forth in Section 8.4(d) below, the
Holders of a Majority in liquidation amount of the Trust Preferred Securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Property Trustee, or direct the exercise of any
trust or power conferred upon the Property Trustee under the Declaration,
including the right to direct the Property Trustee, as Holder of the Partnership
Preferred Securities, to (i) exercise the remedies available to it under the
Limited Partnership Agreement as a Holder of the Partnership Preferred
Securities, including the right to direct the Special Representative of the
Partnership as elected by the Holders of the Partnership Preferred Securities in
accordance with the Limited Partnership Agreement (A) to enforce the
Partnership's creditors rights and other rights with respect to the Affiliate
Investment Instruments and any Investment Guarantees, (B) to enforce the rights
of the Holders of the Partnership Preferred Securities under the Partnership
Guarantee, and (C) to enforce the rights of the Holders of the Partnership
Preferred Securities to receive distributions (if and to the extent such
distributions have been declared out of funds legally available therefor by the
General Partner in its sole discretion) on the Partnership Preferred Securities
or (ii) consent to any amendment, modification, or termination of the Limited
Partnership Agreement or the Partnership Preferred Securities where such consent
shall be required; provided, however, that where a consent or action under the
Limited Partnership Agreement would require the consent or act of the Holders of
more than a majority of the aggregate liquidation preference of Partnership
Preferred Securities affected thereby, only the Holders of the percentage of the
aggregate stated liquidation amount of the Trust Preferred Securities which is
at least equal to the percentage of aggregate liquidation preference required
under the Limited Partnership Agreement may direct the Property Trustee to give
such consent or take such action.

            (c) If the Property Trustee fails to enforce its rights under the
Partnership Preferred Securities after a Holder of record of Trust Preferred
Securities has made a written request, such Holder of record of Trust Preferred
Securities may institute a legal proceeding directly against the General Partner


                                       48
<PAGE>

or the Special Representative, to enforce the Property Trustee's rights under
the Limited Partnership Agreement without first instituting any legal proceeding
against the Property Trustee or any other person or entity. Notwithstanding the
foregoing, if a Trust Enforcement Event has occurred and is continuing and such
event is attributable to the failure of an Investment Affiliate to make any
required payment when due on any Affiliate Investment Instrument, then a Holder
of Trust Preferred Securities may directly institute a proceeding against such
Investment Affiliate for enforcement of payment with respect to such Affiliate
Investment Instrument.

            (d) The Property Trustee shall notify all Holders of the Trust
Preferred Securities of any notice of any Partnership Enforcement Event received
from the General Partner with respect to the Partnership Preferred Securities
and the Affiliate Investment Instruments. Such notice shall state that such
Partnership Enforcement Event also constitutes a Trust Enforcement Event. Except
with respect to directing the time, method, and place of conducting a proceeding
for a remedy, the Property Trustee shall be under no obligation to take any of
the actions described in clause 8.4(b)(i) and (ii) above unless the Property
Trustee has obtained an opinion of independent tax counsel 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 and that after such action
each Holder will continue to be treated as owning an undivided beneficial
ownership interest in the Partnership Preferred Securities.

            (e) In the event the consent of the Property Trustee, as the Holder
of the Partnership Preferred Securities, is required under the Limited
Partnership Agreement with respect to any amendment, modification or termination
of the Limited Partnership Agreement, the Property Trustee shall request the
direction of the Holders of the Trust Securities with respect to such amendment,
modification or termination and shall vote with respect to such amendment,
modification or termination as directed by a Majority in liquidation amount of
the Trust Securities voting together as a single class; provided, however, that
where a consent under the Limited Partnership Agreement would require the
consent of the Holders of more than a majority of the aggregate liquidation
preference of the Partnership Preferred Securities, the Property Trustee may
only give such consent at the direction of the Holders of at least the same
proportion in aggregate stated liquidation amount of the Trust Securities. The
Property Trustee shall not take any such action in accordance with the
directions of the Holders of the Trust Securities unless the Property Trustee
has obtained an opinion of tax counsel to the effect that, as a result of such
action, the Trust will not


                                       49
<PAGE>

be classified as other than a grantor trust for United States federal income tax
purposes.

            (f) A waiver of a Partnership Enforcement Event with respect to the
Partnership Preferred Securities will constitute a waiver of the corresponding
Trust Enforcement Event.

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

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

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

            (j)      Holders of the Trust Preferred Securities will
have no rights to appoint or remove the Regular Trustees, who may


                                       50
<PAGE>

be appointed, removed or replaced solely by the Company, as the Holder of all of
the Trust Common Securities.

SECTION 8.5 Voting Rights of Trust Common Securities.

            (a) Except as provided under this Section 8.5 or as otherwise
required by the Business Trust Act, the Trust Indenture Act or other applicable
law or provided by the Declaration, the Holders of the Trust Common Securities
will have no voting rights.

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

            (c) Subject to Section 2.6 of the Declaration and only after all
Trust Enforcement Events with respect to the Trust Preferred Securities have
been cured, waived, or otherwise eliminated and subject to the requirement of
the Property Trustee obtaining a tax opinion in certain circumstances set forth
in this paragraph (c), the Holders of a Majority in liquidation amount of the
Trust Common Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee, as
Holder of the Partnership Preferred Securities, to (i) exercise the remedies
available to it under the Limited Partnership Agreement as a Holder of the
Partnership Preferred Securities, including the right to direct the Special
Representative of the Partnership as elected by the Holders of the Partnership
Preferred Securities in accordance with the Limited Partnership Agreement (A) to
enforce the Partnership's creditors rights and other rights with respect to the
Affiliate Investment Instruments and any Investment Guarantees, (B) to enforce
the rights of the Holders of the Partnership Preferred Securities under the
Partnership Guarantee, and (C) to enforce the rights of the Holders of the
Partnership Preferred Securities to receive distributions (if and to the extent
such distributions have been declared out of funds legally available therefor by
the General Partner in its sole discretion) on the Partnership Preferred
Securities or (ii) consent to any amendment, modification, or termination of the
Limited Partnership Agreement or the Partnership Preferred Securities where such
consent shall be required; provided, however, that where a consent or action
under the Limited Partnership Agreement would require the consent or act of the
Holders of more than a majority of the aggregate liquidation preference of
Partnership Preferred Securities affected thereby, only the Holders


                                       51
<PAGE>

of the percentage of the aggregate stated liquidation amount of the Trust Common
Securities which is at least equal to the percentage required under the Limited
Partnership Agreement may direct the Property Trustee to give such consent or
take such action. Except with respect to directing the time, method, and place
of conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clause 8.5(c)(i) and (ii)
above unless the Property Trustee has obtained an opinion of independent tax
counsel to the effect that, as a result of such action, for United States
federal income tax purposes the Trust will not fail to be classified as a
grantor trust and each Holder will be treated as owning an undivided beneficial
ownership interest in the Partnership Preferred Securities.

            (d) If the Property Trustee fails to enforce its rights under the
Partnership Preferred Securities after a Holder of record of Trust Common
Securities has made a written request, such Holder of record of Trust Common
Securities may directly institute a legal proceeding directly against the
Company, as General Partner of the Partnership or the Special Representative, to
enforce the Property Trustee's rights under the Partnership Preferred Securities
without first instituting any legal proceeding against the Property Trustee or
any other person or entity. Notwithstanding the foregoing, if a Trust
Enforcement Event has occurred and is continuing and such event is attributable
to the failure of an Investment Affiliate to make any required payment when due
on any Affiliate Investment Instrument, then a Holder of Trust Common Securities
may directly institute a proceeding against such Investment Affiliate for
enforcement of payment with respect to such Affiliate Investment Instrument.

            (e) A waiver of a Partnership Enforcement Event with respect to the
Partnership Preferred Securities will constitute a waiver of the corresponding
Trust Enforcement Event.

            (f) Any required approval or direction of Holders of Trust Common
Securities may be given at a separate meeting of Holders of Trust Common
Securities convened for such purpose, at a meeting of all of the Holders of
Trust Securities or pursuant to written consent. The Regular Trustees will cause
a notice of any meeting at which Holders of Trust 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 Trust Common
Securities. Each such notice will include a statement setting forth the
following information: (i) the date of such meeting or the date by which such
action is to be taken; (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to


                                       52
<PAGE>

vote or of such matter upon which written consent is sought; and (iii)
instructions for the delivery of proxies or consents.

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

SECTION 8.6 Paying Agent.

            In the event that the Trust Preferred Securities are not in
book-entry only form, the Trust shall maintain in the Borough of Manhattan, City
of New York, State of New York, an office or agency where the Trust Preferred
Securities may be presented for payment ("Paying Agent"). The Trust may appoint
the Paying Agent and may appoint one or more additional paying agents in such
other locations as it shall determine. The term "Paying Agent" includes any
additional paying agent. The Trust may change any Paying Agent without prior
notice to any Holder. The Trust shall notify the Property Trustee of the name
and address of any Paying Agent not a party to this Declaration. If the Trust
fails to appoint or maintain another entity as Paying Agent, the Property
Trustee shall act as such. The Trust or any of its Affiliates may act as Paying
Agent. The Chase Manhattan Bank shall initially act as Paying Agent for the
Trust Preferred Securities and the Trust Common Securities.

SECTION 8.7 Listing

            The Sponsor shall use its best efforts to cause the Trust Preferred
Securities to be listed for quotation on the New York Stock Exchange.

SECTION 8.8 Acceptance of Guarantee and Agreements, Limited Partnership
            Agreement.

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


                                       53
<PAGE>

                                   ARTICLE IX
                    TERMINATION AND LIQUIDATION OF THE TRUST

SECTION 9.1 Termination of Trust.

            (a) The Trust shall terminate:

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

            (ii) upon the filing of a certificate of dissolution or its
      equivalent with respect to the Sponsor, the filing of a certificate of
      cancellation with respect to the Trust after having obtained the consent
      of at least a Majority in Liquidation Amount of the Trust Securities,
      voting together as a single class, to file such certificate of
      cancellation, or the revocation of 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 the
      Sponsor or the Trust;

            (iv) when all of the Trust 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 Trust
      Securities;

            (v) upon the election of the Regular Trustees, following the
      occurrence and continuation of a Trust Special Event, pursuant to which
      the Trust shall have been dissolved in accordance with the terms of the
      Trust Securities and all of the Partnership Preferred Securities shall
      have been distributed to the Holders of Trust Securities in exchange for
      all of the Trust Securities; or

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

            (b) As soon as is practicable after the occurrence of an event
referred to in Section 9.1(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 XI shall survive the
termination of the Trust.


                                       54
<PAGE>

SECTION 9.2 Liquidation Distribution Upon Termination and Dissolution of the
            Trust.

            (a) In the event of any voluntary or involuntary liquidation,
dissolution, winding-up or termination of the Trust (each a "Trust
Liquidation"), the Holders of the Trust Preferred Securities on the date of the
Trust Liquidation will be entitled to receive, out of the assets of the Trust
available for distribution to Holders of Trust Securities after satisfaction of
the Trusts' liabilities and creditors, distributions in cash or other
immediately available funds in an amount equal to the aggregate of the stated
liquidation amount of $25 per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "Trust
Liquidation Distribution"), unless, in connection with such Trust Liquidation,
Partnership Preferred Securities shall be distributed on a Pro Rata basis to the
Holders of the Trust Securities in exchange for such Trust Securities.

            (b) If, upon any such Trust Liquidation, the Trust Liquidation
Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Trust Liquidation Distribution, then the
amounts payable directly by the Trust on the Trust Securities shall be paid on a
Pro Rata basis. The Holders of the Trust Common Securities will be entitled to
receive distributions upon any such Trust Liquidation Pro Rata with the Holders
of the Trust Preferred Securities except that if the Company is in default on
any of its obligations under the Trust Preferred Securities Guarantee, the
Partnership Guarantee, or any Investment Guarantee, or any Investment Event of
Default has occurred and is continuing with respect to an Affiliate Investment
Instrument, the Trust Preferred Securities shall have a preference over the
Trust Common Securities with regard to such distributions as provided below.
Such preference is effectuated by the Holder of the Trust Common Securities
hereby agreeing to provide limited recourse guarantees as follows: (i) to the
Holders of the Trust Preferred Securities, of the Company's obligations under
the Trust Preferred Securities Guarantee; (ii) to the Trust and the Holders of
the Trust Preferred Securities, of the Company's obligations under the
Partnership Guarantee; and (iii) to the Partnership and the Holders of the Trust
Preferred Securities, of the Company's obligations under any Investment
Guarantee and/or the obligations of any Investment Affiliate under an Affiliate
Investment Instrument. In the case of the limited recourse guarantee given by
the Holder of the Trust Common Securities to the Partnership and the Holder of
the Trust Preferred Securities in respect of the Company's obligations under any
Investment Guarantee and/or any Investment Affiliate's obligations under an
Affiliate Investment


                                       55
<PAGE>

Instrument, (i) the Trust Common Securities Holder will be deemed to have
pledged the amount due in respect of its Trust Common Securities upon a
liquidation of the Trust to the Partnership and the Holders of Trust Preferred
Securities; (ii) the Trust Common Securities Holder will be deemed to have paid
such amount to the Partnership in respect of such defaulted Investment Guarantee
and/or Affiliate Investment Instrument, as the case may be; (iii) the
Partnership will be deemed to have paid such amount to the Trust; and (iv) the
Property Trustee is hereby authorized to distribute such amount to the Holders
of Trust Preferred Securities (on a pro rata basis among such Trust Preferred
Securities Holders) in respect of the Trust Common Securities Holder's pledge of
such amounts to such Trust Preferred Securities Holders. In the case of a
limited recourse guarantee given by the Holder of the Trust Common Securities to
the Trust and the Holders of the Trust Preferred Securities in respect of the
Company's obligations under the Partnership Guarantee, (i) the Holder of the
Trust Common Securities will be deemed to have pledged the amount due in respect
of its Trust Common Securities upon a liquidation of the Trust to the Trust and
the Holders of the Trust Preferred Securities; (ii) the Holder of the Trust
Common Securities will be deemed to have paid such amount to the Trust in
respect of its obligations under the Partnership Guarantee; and (iii) the
Property Trustee is hereby authorized to distribute such amount to the Holders
of the Trust Preferred Securities (on a pro rata basis among such Trust
Preferred Securities Holders) in respect of the Trust Common Securities Holder's
pledge of such amount to such Trust Preferred Securities Holders.


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<PAGE>

                                    ARTICLE X
                              TRANSFER OF INTERESTS

SECTION 10.1 Transfer of Trust Securities.

            (a) Trust 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 Trust Securities. Any transfer or purported transfer of any
Trust Security not made in accordance with this Declaration shall be null and
void.

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

SECTION 10.2 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 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 10.3 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 Trust 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 Trust Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.


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<PAGE>

SECTION 10.4 Book Entry Interests.

            Unless otherwise specified in the terms of the Trust Preferred
Securities, the Trust Preferred Securities Certificates, on original issuance,
will be issued in the form of one or more fully registered, global Trust
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 Trust Preferred Security
Beneficial Owner will receive a definitive Trust Preferred Security Certificate
representing such Trust Preferred Security Beneficial Owner's interests in such
Global Certificates, except as provided in Section 10.7. Unless and until
definitive, fully registered Trust Preferred Security Certificates (the
"Definitive Trust Preferred Security Certificates") have been issued to the
Trust Preferred Security Beneficial Owners pursuant to Section 10.7:

            (a) the provisions of this Section 10.4 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 Trust
      Preferred Securities and the sole Holder of the Global Certificates and
      shall have no obligation to the Trust Preferred Security Beneficial
      Owners;

            (c) to the extent that the provisions of this Section 10.4 conflict
      with any other provisions of this Declaration, the provisions of this
      Section 10.4 shall control; and

            (d) the rights of the Trust 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 Trust Preferred
      Security Beneficial Owners and the Clearing Agency and/or the Clearing
      Agency Participants and the Clearing Agency shall receive and transmit
      payments of Distributions on the Global Certificates to such Clearing
      Agency Participants. The Clearing Agency will make book entry transfers
      among the Clearing Agency Participants; provided, that solely for the
      purposes of determining whether the Holders of the requisite amount of
      Trust Preferred Securities have voted on any matter provided for in this
      Declaration, so long as Definitive Trust Preferred Security Certificates
      have not been issued,


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<PAGE>

      the Trustees may conclusively rely on, and shall be fully protected in
      relying on, any written instrument (including a proxy) delivered to the
      Trustees by the Clearing Agency setting forth the Trust Preferred Security
      Beneficial Owners' votes or assigning the right to vote on any matter to
      any other Persons either in whole or in part.

SECTION 10.5 Notices to Clearing Agency.

            Whenever a notice or other communication to the Trust Preferred
Security Holders is required under this Declaration, unless and until Definitive
Trust Preferred Security Certificates shall have been issued to the Trust
Preferred Security Beneficial Owners pursuant to Section 10.7, the Regular
Trustees shall give all such notices and communications specified herein to be
given to the Trust Preferred Security Holders to the Clearing Agency, and shall
have no notice obligations to the Trust Preferred Security Beneficial Owners.

SECTION 10.6 Appointment of Successor Clearing Agency.

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

SECTION 10.7 Definitive Trust Preferred Security Certificates.

            If:

            (a) a Clearing Agency elects to discontinue its services as
      securities depositary with respect to the Trust Preferred Securities and a
      successor Clearing Agency is not appointed within 90 days after such
      discontinuance pursuant to Section 10.6 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 Trust Preferred Securities,

            (c) there is a Trust Enforcement Event,

then:

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


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<PAGE>

            (e) upon surrender of the Global Certificates by the Clearing
      Agency, accompanied by registration instructions, the Regular Trustees
      shall cause Definitive Trust Preferred Security Certificates to be
      delivered to Trust 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 fully protected in
      relying on, said instructions of the Clearing Agency. The Definitive Trust
      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 Trust Preferred Securities may be listed, or to
      conform to usage.

SECTION 10.8 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 10.8, 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 Trust Securities, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.


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<PAGE>

                                   ARTICLE XI
                           LIMITATION OF LIABILITY OF
                 HOLDERS OF TRUST SECURITIES, TRUSTEES OR OTHERS

SECTION 11.1 Liability.

            (a) Except as expressly set forth in this Declaration, the Trust
Guarantees and the terms of the Trust Securities, the Sponsor and the Trustees
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 Trust
      Securities which shall be made solely from assets of the Trust; and

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

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

SECTION 11.2 Exculpation.

            (a) No Company 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 Company Indemnified Person in good faith on behalf of the Trust
and in a manner such Company Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Company Indemnified Person by this
Declaration or by law, except that a Company Indemnified Person shall be liable
for any such loss, damage or claim incurred by reason of such Company
Indemnified Person's gross negligence (or, in the case of the Property Trustee,
negligence) or willful misconduct with respect to such acts or omissions.

            (b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who 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,


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<PAGE>

liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders of Trust Securities might
properly be paid.

SECTION 11.3 Fiduciary Duty.

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

            (b) Unless otherwise expressly provided herein:

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

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

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

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

            (i) in its "discretion" or under a grant of similar authority, the
      Indemnified Person shall be entitled to consider such interests and
      factors as it desires, including


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<PAGE>

      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 11.4 Indemnification.

            (a) (i) To the fullest extent permitted by applicable law, the
      Sponsor shall indemnify and hold harmless 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 Sponsor shall indemnify, to the fullest 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


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<PAGE>

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

            (iii) To the extent that a Company Indemnified Person shall be
      successful on the merits or otherwise (including dismissal of an action
      without prejudice or the settlement of an action without admission of
      liability) in defense of any action, suit or proceeding referred to in
      paragraphs (i) and (ii) of this Section 11.4(a), or in defense of any
      claim, issue or matter therein, he shall be indemnified, to the fullest
      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 11.4(a) (unless ordered by a court) shall be made by the Sponsor
      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 Holder of the Trust Common
      Securities.

            (v) Expenses (including attorneys' fees) incurred by a Company
      Indemnified Person in defending a civil, criminal, administrative or
      investigative action, suit or proceeding referred to in paragraphs (i) and
      (ii) of this Section 11.4(a) shall be paid by the Sponsor 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 Sponsor as authorized in this Section 11.4(a).
      Notwithstanding the foregoing, no advance shall be made by the Sponsor 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 a quorum is


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<PAGE>

      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 Holder of the Trust Common Securities, that, based
      upon the facts known to the Regular Trustees, counsel or the Holder of the
      Trust Common Securities at the time such determination is made, such
      Company Indemnified Person acted in bad faith or in a manner that such
      person did not believe to be in or not opposed to the best interests of
      the Trust, or, with respect to any criminal proceeding, that such Company
      Indemnified Person believed or had reasonable cause to believe his conduct
      was unlawful. In no event shall any advance be made in instances where the
      Regular Trustees, independent legal counsel or Holder of the Trust Common
      Securities reasonably determine that such person deliberately breached his
      duty to the Trust or Holders of Trust Common Securities.

            (vi) The indemnification and advancement of expenses provided by, or
      granted pursuant to, the other paragraphs of this Section 11.4(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 shareholders or disinterested directors of the Sponsor
      or Holders of the Trust Preferred Securities 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
      11.4(a) shall be deemed to be provided by a contract between the Sponsor
      and each Company Indemnified Person who serves in such capacity at any
      time while this Section 11.4(a) is in effect. Any repeal or modification
      of this Section 11.4(a) shall not affect any rights or obligations then
      existing.

            (vii) The Sponsor or the Trust may purchase and maintain insurance
      on behalf of any person who is or was a Company Indemnified Person against
      any liability asserted against him and incurred by him in any such
      capacity, or arising out of his status as such, whether or not the Sponsor
      would have the power to indemnify him against such liability under the
      provisions of this Section 11.4(a).

            (viii) For purposes of this Section 11.4(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


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<PAGE>

      agent of another entity, shall stand in the same position under the
      provisions of this Section 11.4(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 11.4(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 Sponsor agrees to indemnify the (i) Property Trustee, (ii)
the Delaware Trustee, (iii) any Affiliate of the Property Trustee and the
Delaware Trustee, and (iv) any officers, directors, shareholders, members,
partners, employees, representatives, custodians, nominees or agents of the
Property Trustee and the Delaware Trustee (each of the Persons in (i) through
(iv) being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any loss, damage, claim,
liability or expense including taxes (other than taxes based on the income of
the Trustee) incurred without negligence or bad faith on the part of the Trustee
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligation to indemnify as set forth in this
Section 11.4(b) shall survive the satisfaction and discharge of this
Declaration.

SECTION 11.5 Outside Businesses.

            Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee may engage in or possess an interest in other business ventures
of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of Trust
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, nor the Property Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and any
Covered Person, the Sponsor, the


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<PAGE>

Delaware Trustee and the Property Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Covered Person,
the Delaware Trustee and the Property Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the Sponsor,
or may act as depositary for, trustee or agent for, or act on any committee or
body of Holders of, securities or other obligations of the Sponsor or its
Affiliates.

                                   ARTICLE XII
                                   ACCOUNTING

SECTION 12.1 Fiscal Year.

            The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year.

SECTION 12.2 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 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) Within 60 days after May 15 of each year commencing May 15,
1997, the Property Trustee shall provide to the Holders of the Trust Securities
such reports as are required by Section 313 of the Trust Indenture Act, if any,
in the form and in the manner provided by Section 313 of the Trust Indenture
Act. The Property Trustee shall also comply with the requirements of Section
313(d) of the Trust Indenture Act.

            (c) The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Trust Securities, any annual United States
federal income tax information statement, required by the Code, containing such
information with regard to the Trust 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


                                       67
<PAGE>

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 by
the Regular Trustees on behalf of the Trust with any state or local taxing
authority.

SECTION 12.3 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 Partnership Preferred Securities held by the Property Trustee
shall be made directly to the Property Account and no other funds of the Trust
shall be deposited in the Property Account. The sole signatories for such
accounts shall be designated by the Regular Trustees; provided, however, that
the Property Trustee shall designate the signatories for the Property Account.

SECTION 12.4 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 over withholding, Holders shall be limited to an action against the
applicable jurisdiction. If the amount required to be withheld was not withheld
from actual Distributions made, the Trust may reduce subsequent Distributions by
the amount of such withholding. Notwithstanding anything herein to the contrary,
the Trust and the Regular Trustees shall, absent receipt of an opinion of
nationally recognized tax counsel to the contrary, withhold thirty percent (30%)
(or such other rate as may be


                                       68
<PAGE>

imposed as a result of an amendment to the Code or such lower rate as may be
imposed under an applicable income tax treaty) on the gross amount of any
Distributions on Trust Preferred Securities held by a Holder that is not a
"United States person" within the meaning of Section 7701(a)(30) of the Code.

                                  ARTICLE XIII
                             AMENDMENTS AND MEETINGS

SECTION 13.1 Amendments.

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

            (i) the 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 Property Trustee, the Property 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 Property
      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
      Trust Securities);

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

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


                                       69
<PAGE>

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

                  (B) cause the Partnership to be classified for purposes of
            United States federal income tax as an association or publicly
            traded partnership taxable as a corporation;

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

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

            (c) In the event the consent of the Property Trustee, as the Holder
of the Partnership Preferred Securities is required under the Limited
Partnership Agreement with respect to any amendment, modification or termination
of the Limited Partnership Agreement or the Partnership Preferred Securities the
Property Trustee shall request the direction of the Holders of the Trust
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification or termination as directed by
a Majority in liquidation amount of the Trust Securities voting together as a
single class; provided, however, that where a consent under the Limited
Partnership Agreement would require the consent of a Super Majority of the
Holders of Partnership Preferred Securities the Property Trustee may only give
such consent at the direction of the Holders of at least the proportion in
liquidation amount of the Trust Securities which the relevant Super Majority
represents of the aggregate liquidation preference of the Partnership Preferred
Securities outstanding; provided, further, that the Property Trustee shall not
be obligated to take any action in accordance with the directions of the Holders
of the Trust Securities under this Section 13.1(c) unless the Property Trustee
has obtained an opinion of independent tax counsel to the effect that for United
States federal income tax purposes the Trust will continue to be classified as a
grantor trust after consummation of such action and each Holder will be treated
as owning an undivided beneficial ownership interest in the Partnership
Preferred Securities.

            (d) At such time after the Trust has issued any Trust Securities
that remain outstanding, any amendment that would (I) adversely affect the
powers, preferences or special rights of the Trust Securities or (II) provide
for the dissolution, winding-up or termination of the Trust other than pursuant
to the terms of


                                       70
<PAGE>

this Declaration, may be effected only with the approval of the Holders of at
least a Majority in liquidation amount of the Trust Securities affected thereby;
provided, that if any amendment or proposal referred to in clause (I) hereof
would adversely affect only the Trust Preferred Securities or the Trust Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Trust Securities;

            (e) Section 11.1(c) and this Section 13.1 shall not be amended
without the consent of all of the Holders of the Trust Securities;

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

            (g) The rights of the Holders of the Trust 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 Trust Common Securities; and

            (h) Notwithstanding Section 13.1(c), this Declaration may be amended
without the consent of the Holders of the Trust Securities:

            (i) to cure any ambiguity;

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

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

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

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


                                       71
<PAGE>

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

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

SECTION 13.2 Meetings of the Holders of Trust Securities; Action by Written
             Consent.

            (a) Meetings of the Holders of any class of Trust Securities may be
called at any time by the Regular Trustees (or as provided in the terms of the
Trust Securities) to consider and act on any matter on which Holders of such
class of Trust Securities are entitled to act under the terms of this
Declaration, the terms of the Trust Securities, the Limited Partnership
Agreement, the rules of any stock exchange on which the Trust Preferred
Securities are listed or admitted for trading, the Business Trust Act or other
applicable law. The Regular Trustees shall call a meeting of the Holders of such
class if directed to do so by the Holders of at least 10% in liquidation amount
of such class of Trust Securities. Such direction shall be given by delivering
to the Regular Trustees one or more notices in a writing stating that the
signing Holders of Trust Securities wish to call a meeting and indicating the
general or specific purpose for which the meeting is to be called. Any Holders
of Trust Securities calling a meeting shall specify in writing the Certificates
held by the Holders of Trust Securities exercising the right to call a meeting
and only those Trust Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met.

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

            (i) notice of any such meeting shall be given to all the Holders of
      Trust Securities having a right to vote thereat at least 7 days and not
      more than 60 days before the date of such meeting. Any action that may be
      taken at a meeting of the Holders of Trust Securities may be taken without
      a meeting if a consent in writing setting forth the action so taken is
      signed by the Holders of Trust Securities owning not less than the minimum
      amount of Trust Securities in liquidation amount that would be necessary
      to authorize or take such action at a meeting at which all Holders of
      Trust Securities having a right to vote thereon were present and voting.
      Prompt notice of the taking of action without a meeting shall be given to
      the Holders of Trust Securities


                                       72
<PAGE>

      entitled to vote who have not consented in writing. The Regular Trustees
      may specify that any written ballot submitted to the Holder for the
      purpose of taking any action without a meeting shall be returned to the
      Trust within the time specified by the Regular Trustees;

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

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

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

                                   ARTICLE XIV
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 14.1 Representations and Warranties of Property Trustee.


                                       73
<PAGE>

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

            (a) The Property Trustee is a New York banking corporation with
      trust powers, duly organized, validly existing and in good standing under
      the laws of New York, 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 Property Trustee
      of the Declaration has been duly authorized by all necessary corporate
      action on the part of the Property Trustee. The Declaration has been duly
      executed and delivered by the Property Trustee and constitutes a legal,
      valid and binding obligation of the Property Trustee, enforceable against
      it in accordance with its terms, subject to applicable bankruptcy,
      reorganization, moratorium, insolvency, and other similar laws affecting
      creditors' rights generally and to general principles of equity and the
      discretion of the court (regardless of whether the enforcement of such
      remedies is considered in a proceeding in equity or at law);

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

            (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 Property Trustee of this
      Declaration; and

            (e) The Property Trustee, pursuant to this Declaration, shall hold
      legal title to, and a valid ownership interest on behalf of the Holders of
      the Trust Securities, in the Partnership Preferred Securities and agrees
      that, except as expressly provided or contemplated by this Agreement, it
      will not create, incur or assume, or suffer to exist any mortgage, pledge,
      hypothecation, encumbrance, lien or other charge or security interest upon
      the Partnership Preferred Securities.


                                       74
<PAGE>

SECTION 14.2 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 corporation with, duly
      organized, validly existing and in good standing under the laws of the
      State of Delaware, with power and authority to execute and deliver, and to
      carry out and perform its obligations under the terms of, the Declaration;

            (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; and

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

                                   ARTICLE XV
                                  MISCELLANEOUS

SECTION 15.1 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, in care of the Regular Trustees at the
      Trust's mailing address set forth below (or


                                       75
<PAGE>

      such other address as the Trust may give notice of to the
      Holders of the Trust Securities):

                  MERRILL LYNCH PREFERRED CAPITAL TRUST II
                  c/o Merrill Lynch & Co., Inc.
                  World Financial Center
                  South Tower
                  225 Liberty Street
                  New York, New York  10080-6105
                  Attention: Treasurer

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

                  Chase Manhattan Bank Delaware
                  1201 Market Street
                  Wilmington, Delaware 19801
                  Attention: John J. Cashin
                             Senior Trust Officer

            (c) if given to the Property Trustee, at its Corporate Trust Office
      to the attention of James Heaney, Vice President (or such other address as
      the Property Trustee may give notice of to the Holders of the Trust
      Securities and the other Trustee)

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

                  MERRILL LYNCH PREFERRED CAPITAL TRUST II
                  c/o Merrill Lynch & Co., Inc.
                  World Financial Center
                  South Tower
                  225 Liberty Street
                  New York, New York  10080-6105
                  Attention: Treasurer

            (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,


                                       76
<PAGE>

such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 15.2 Governing Law.

            This Declaration and the rights of the parties hereunder shall be
governed by and construed in accordance with the internal 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 15.3 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 15.4 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 15.5 Successors and Assigns

            Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

SECTION 15.6 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 15.7 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 and a duly authorized officer of the Sponsor
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


                                       77
<PAGE>

effect as though all of the signers had signed a single signature page.


                                       78
<PAGE>

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


                                 -------------------------------------------
                                 Theresa Lang, as Regular Trustee


                                 -------------------------------------------
                                 Stanley Schaefer, as Regular Trustee


                                 CHASE MANHATTAN BANK DELAWARE,
                                   as Delaware Trustee


                                 By:
                                    ----------------------------------------
                                    Name:  John H. Cashin
                                    Title: Senior Trust Officer


                                 THE CHASE MANHATTAN BANK,
                                   as Property Trustee


                                 By:
                                    ----------------------------------------
                                    Name:  James Heaney
                                    Title: Vice President


                                 MERRILL LYNCH & CO., INC.,
                                   as Sponsor


                                 By:
                                    ----------------------------------------
                                    Name:  Theresa Lang
                                    Title: Senior Vice President and
                                           Treasurer


                                       79
<PAGE>

                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

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

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

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Preferred
Security Certificate to:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________ agent to transfer this Trust
Preferred Security Certificate on the books of the Trust. The agent may
substitute another to act for him or her.


Date: _______________________


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


                                      A1-1
<PAGE>

TP-1                                                   [                       ]

                                                            CUSIP NO.  59021C203

                Certificate Evidencing Trust Preferred Securities

                                       of

                    MERRILL LYNCH PREFERRED CAPITAL TRUST II

                          8% Trust Preferred Securities
              (liquidation amount $25 per Trust Preferred Security)

            MERRILL LYNCH PREFERRED CAPITAL TRUST II, a statutory business trust
formed under the laws of the State of Delaware (the "Trust"), hereby certifies
that Cede & Co. (the "Holder") is the registered owner of __________ preferred
securities of the Trust representing undivided beneficial ownership interests in
the assets of the Trust designated the 8% Trust Preferred Securities
(liquidation amount $25 per Trust Preferred Security) (the "Trust Preferred
Securities"). The Trust Preferred Securities are freely 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, powers, privileges, restrictions, preferences and other
terms and provisions of the Trust Preferred Securities represented hereby are
set forth in, issued under and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust dated as of February
4, 1997, as the same may be amended from time to time (the "Declaration").
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 Trust
Preferred Securities Guarantee to the extent provided therein. Each Holder of a
Trust Preferred Security, by acceptance of this Certificate and each Certificate
owner, by acquisition of a beneficial interest in a Certificate, agrees to treat
the Debentures, and any other Affiliate Investment Instruments that are treated
as debt instruments by the relevant Investment Affiliate and by the Partnership,
as indebtedness for United States federal income tax purposes. The Sponsor will
provide a copy of the Declaration, the Trust Preferred Securities Guarantee and
the Limited Partnership Agreement to a Holder without charge upon written
request to the Trust at its principal place of business.

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


                                      A1-2
<PAGE>

            IN WITNESS WHEREOF, the Trust has executed this certificate this 6th
day of February, 1997.


                                   MERRILL LYNCH PREFERRED CAPITAL TRUST II


                                   ----------------------------------------
                                   Name: Theresa Lang,
                                         as Regular Trustee

                       (See reverse for additional terms)


                                      A1-3
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is the Trust Preferred Security described in the
within-mentioned Declaration.


                                   THE CHASE MANHATTAN BANK,
                                   as Trustee
                          
                          
                                   By:
                                      -------------------------------------
                                      Authorized Signatory


                                      A1-4
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

            Holders of Trust Preferred Securities shall be entitled to receive
cumulative cash distributions at a rate per annum of 8% of the stated
liquidation amount of $25 per Trust Preferred Security. Distributions on the
Trust Preferred Securities shall, from the date of original issue, accumulate
and be cumulative and shall be payable quarterly only to the extent that the
Trust has funds available for the payment of such distributions in the Property
Account. Distributions not paid on the scheduled payment date will accumulate
and compound quarterly (to the extent permitted by applicable law) at the rate
of 8% per annum. The term "Distributions" as used herein shall mean ordinary
cumulative distributions in respect of each Fiscal Period together with any such
Compounded Distributions. Amounts available to the Trust for distribution to the
holders of the Trust Preferred Securities will be limited to payments received
by the Trust from the Partnership on the Partnership Preferred Securities or
from the Company on the Partnership Guarantee. Distributions on the Partnership
Preferred Securities will be paid only if, as and when declared in the sole
discretion of the Company, as the General Partner of the Partnership. If and to
the extent that the Partnership makes a distribution on the Partnership
Preferred Securities held by the Property Trustee or the Company makes a payment
under the Partnership Guarantee (the amount of any such partnership
distribution, including any compounded partnership distributions or guarantee
payment being a "Payment Amount"), the Trust shall and the Property Trustee is
directed, to the extent funds are available for that purpose, to make a Pro Rata
Distribution of the Payment Amount to Holders.

            The amount of Distributions payable for any period will be computed
for any full quarterly Distribution period on the basis of a 360-day year of
twelve 30-day months, and for any period shorter than a full quarterly
Distribution period on the basis of the actual number of days elapsed in a
90-day quarter.

            Except as otherwise described herein, distributions on the Trust
Preferred Securities will be cumulative, will accumulate from the date of
initial issuance and will be payable quarterly in arrears, on March 30, June 30,
September 30 and December 30 of each year, commencing on March 30, 1997, if, as
and when available for payment by the Property Trustee. If the Trust Preferred
Securities (or, if the Trust is liquidated, the Partnership Preferred
Securities) are in book-entry-only form, Distributions will be payable to the
Holders of record of Trust Preferred Securities as they appear on the books and
records of the Trust on the relevant record dates, which will be one Business
Day prior to the relevant payment dates. If the Trust Preferred


                                      A1-5
<PAGE>

Securities (or, if the Trust is liquidated, the Partnership Preferred
Securities) do not remain in book-entry-only form, the relevant record dates
shall be the 15th day of the month of the relevant payment dates. In the event
that any date on which distributions are payable is not a Business Day, payment
of such Distribution shall be made on the next succeeding day which is a
Business Day (without any interest or other payment in respect of any such
delay) except that, if such Business Day falls in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, with
the same force and effect as if made on such date. Payments of accumulated
Distributions will be payable to Holders of record of Trust Preferred Securities
as they appear on the books and records of the Trust on the record date with
respect to the payment date for the Trust Preferred Securities which corresponds
to the payment date fixed by the Partnership with respect to the payment of
cumulative distributions on the Partnership Preferred Securities.

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


                                      A1-6
<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

CS-1                       [                                                  ]

                 Certificate Evidencing Trust Common Securities

                                       of

                    MERRILL LYNCH PREFERRED CAPITAL TRUST II

                           8% Trust Common Securities
               (liquidation amount $25 per Trust Common Security)

            MERRILL LYNCH PREFERRED CAPITAL TRUST II, a statutory business trust
formed under the laws of the State of Delaware (the "Trust"), hereby certifies
that Merrill Lynch & Co., Inc., a Delaware corporation (the "Holder") is the
registered owner of 371,136 common securities of the Trust representing
undivided beneficial ownership interests in the assets of the Trust designated
the 8% Trust Common Securities (liquidation amount $25 per Trust Common
Security) (the "Trust Common Securities"). The designation, rights, powers,
privileges, restrictions, preferences and other terms and provisions of the
Trust Common Securities represented hereby are set forth in, issued under and
shall in all respects be subject to the provisions of the Amended and Restated
Declaration of Trust dated as of February 4, 1997, as the same may be amended
from time to time (the "Declaration"). 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 Trust Common Securities Guarantee to the extent
provided therein. Each Holder of a Trust Common Security, by acceptance of this
Certificate, agrees to treat the Debentures, and any other Affiliate Investment
Instruments that are treated as debt instruments by the relevant Investment
Affiliate and by the Partnership, as indebtedness for United States federal
income tax purposes. The Sponsor will provide a copy of the Declaration, the
Trust Common Securities Guarantee and the Limited Partnership Agreement to a
Holder without charge upon written request to the Sponsor at its principal place
of business. THE TRUST COMMON SECURITIES ARE TRANSFERABLE ON THE BOOKS AND
RECORDS OF THE TRUST ONLY IN ACCORDANCE WITH THE TERMS OF THE DECLARATION.
<PAGE>

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

            IN WITNESS WHEREOF, the Trust has executed this certificate this 6th
day of February, 1997.


                                   MERRILL LYNCH PREFERRED CAPITAL TRUST II
                           
                           
                                   ----------------------------------------
                                   Theresa Lang,
                                   as Regular Trustee
                      
                       (See reverse for additional terms)


                                      A2-2
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is the Trust Common Security described in the within-mentioned
Declaration.


                                     THE CHASE MANHATTAN BANK,
                                     as Trustee
       
       
                                     By:
                                        -------------------------------
                                        Authorized Signatory


                                      A2-3
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

            Holders of Trust Common Securities shall be entitled to receive
cumulative cash distributions at a rate per annum of 8% of the stated
liquidation amount of $25 per Trust Common Security. Distributions on the Trust
Common Securities shall, from the date of original issue, accumulate and be
cumulative and shall be payable quarterly only to the extent that the Trust has
funds available for the payment of such distributions in the Property Account.
Distributions not paid on the scheduled payment date will accumulate and
compound quarterly (to the extent permitted by applicable law) at the rate of 8%
per annum. The term "Distributions" as used herein shall mean ordinary
cumulative distributions in respect of each Fiscal Period together with any such
Compounded Distributions. Amounts available to the Trust for distribution to the
holders of the Trust Common Securities will be limited to payments received by
the Trust from the Partnership on the Partnership Preferred Securities or from
the Company on the Partnership Guarantee. Distributions on the Partnership
Preferred Securities will be paid only if, as and when declared in the sole
discretion of the Company, as the General Partner of the Partnership. If and to
the extent that the Partnership makes a distribution on the Partnership
Preferred Securities held by the Property Trustee or the Company makes a payment
under the Partnership Guarantee (the amount of any such partnership
distribution, including any compounded partnership distributions or guarantee
payment being a "Payment Amount"), the Trust shall and the Property Trustee is
directed, to the extent funds are available for that purpose, to make a Pro Rata
Distribution of the Payment Amount to Holders.

            The amount of Distributions payable for any period will be computed
for any full quarterly Distribution period on the basis of a 360-day year of
twelve 30-day months, and for any period shorter than a full quarterly
Distribution period on the basis of the actual number of days elapsed in a
90-day quarter.

            Except as otherwise described herein, distributions on the Trust
Common Securities will be cumulative, will accumulate from the date of initial
issuance and will be payable quarterly in arrears, on March 30, June 30,
September 30 and December 30 of each year, commencing on March 30, 1997 if, as
and when available for payment by the Property Trustee. Distributions will be
payable to the Holders of record of Trust Common Securities as they appear


                                      A2-4
<PAGE>

on the books and records of the Trust on the relevant record dates, which will
be one Business Day prior to the relevant payment dates. In the event that any
date on which distributions are payable is not a Business Day, payment of the
Distribution shall be made on the next succeeding day which is a Business Day
(without any interest or other payment in respect of any such delay) except
that, if such Business Day falls in the next 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. Payments of accumulated
Distributions will be payable to Holders of record of Trust Common Securities as
they appear on the books and records of the Trust on the record date with
respect to the payment date for the Trust Common Securities which corresponds to
the payment date fixed by the Partnership with respect to the payment of
cumulative distributions on the Partnership Preferred Securities.

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


                                      A2-5
<PAGE>

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

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust 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 Trust
Common Security Certificate on the books of the Trust. The agent may substitute
another to act for him or her.


Date: _______________________


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


                                      A2-6