<PAGE>

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






                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                          UNISYS CAPITAL TRUST [I] [II]

                             Dated as of __________






                       ==================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                <C>
ARTICLE I INTERPRETATION AND DEFINITIONS.........................................................   1

   Section 1.1    Definitions....................................................................   1

ARTICLE II TRUST INDENTURE ACT...................................................................   7

   Section 2.1    Trust Indenture Act; Application...............................................   7
   Section 2.2    Lists of Holders of Securities.................................................   7
   Section 2.3    Reports by the Institutional Trustee...........................................   8
   Section 2.4    Periodic Reports to Institutional Trustee......................................   8
   Section 2.5    Evidence of Compliance with Conditions Precedent...............................   8
   Section 2.6    Events of Default; Waiver......................................................   8
   Section 2.7    Event of Default; Notice.......................................................  10

ARTICLE III ORGANIZATION.........................................................................  11

   Section 3.1    Name...........................................................................  11
   Section 3.2    Office.........................................................................  11
   Section 3.3    Purpose........................................................................  11
   Section 3.4    Authority......................................................................  11
   Section 3.5    Title to Property of the Trust.................................................  11
   Section 3.6    Powers and Duties of the Regular Trustees......................................  11
   Section 3.7    Prohibition of Actions by the Trust and the Trustees...........................  14
   Section 3.8    Powers and Duties of the Institutional Trustee.................................  15
   Section 3.9    Certain Duties and Responsibilities of the Institutional Trustee...............  17
   Section 3.10   Certain Rights of Institutional Trustee........................................  19
   Section 3.11   Delaware Trustee...............................................................  22
   Section 3.12   Execution of Documents.........................................................  22
   Section 3.13   Not Responsible for Recitals or Issuance of Securities.........................  22
   Section 3.14   Duration of Trust..............................................................  22
   Section 3.15   Mergers........................................................................  22

ARTICLE IV SPONSOR...............................................................................  24

   Section 4.1    Sponsor's Purchase of Common Securities........................................  24
   Section 4.2    Responsibilities of the Sponsor................................................  24

ARTICLE V TRUSTEES...............................................................................  25

   Section 5.1    Number of Trustees.............................................................  25
   Section 5.2    Delaware Trustee...............................................................  25
   Section 5.3    Institutional Trustee; Eligibility.............................................  26
   Section 5.4    Certain Qualifications of Regular Trustees and Delaware Trustee Generally......  26
   Section 5.5    Regular Trustees...............................................................  27
   Section 5.6    Delaware Trustee...............................................................  27
   Section 5.7    Appointment, Removal and Resignation of Trustees...............................  27
   Section 5.8    Vacancies among Trustees.......................................................  29
   Section 5.9    Effect of Vacancies............................................................  29
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                <C>
   Section 5.10   Meetings.......................................................................  29
   Section 5.11   Delegation of Power............................................................  30
   Section 5.12   Merger, Conversion, Consolidation or Succession to Business....................  30

ARTICLE VI DISTRIBUTIONS.........................................................................  30

   Section 6.1    Distributions..................................................................  30

ARTICLE VII ISSUANCE OF SECURITIES...............................................................  30

   Section 7.1    General Provisions Regarding Securities........................................  31
   Section 7.2    Paying Agent...................................................................  31

ARTICLE VIII TERMINATION OF TRUST................................................................  32

   Section 8.1    Termination of Trust...........................................................  32

ARTICLE IX TRANSFER OF INTERESTS.................................................................  32

   Section 9.1    Transfer of Securities.........................................................  33
   Section 9.2    Transfer of Certificates.......................................................  33
   Section 9.3    Deemed Security Holders........................................................  33
   Section 9.4    Book Entry Interests...........................................................  33
   Section 9.5    Notices to Clearing Agency.....................................................  34
   Section 9.6    Appointment of Successor Clearing Agency.......................................  34
   Section 9.7    Definitive Preferred Security Certificates.....................................  34
   Section 9.8    Mutilated, Destroyed, Lost or Stolen Certificates..............................  35

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
TRUSTEES OR OTHERS...............................................................................  36

   Section 10.1   Liability......................................................................  36
   Section 10.2   Exculpation....................................................................  36
   Section 10.3   Fiduciary Duty.................................................................  37
   Section 10.4   Indemnification................................................................  37
   Section 10.5   Outside Businesses.............................................................  41
   Section 10.6   Fees and Expenses..............................................................  41

ARTICLE XI ACCOUNTING............................................................................  41

   Section 11.1   Fiscal Year....................................................................  41
   Section 11.2   Certain Accounting Matters.....................................................  42
   Section 11.3   Banking........................................................................  42
   Section 11.4   Withholding....................................................................  42

ARTICLE XII AMENDMENTS AND MEETINGS..............................................................  43

   Section 12.1   Amendments.....................................................................  43
   Section 12.2   Meetings of the Holders of Securities; Action by Written Consent...............  45

ARTICLE XIII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND
DELAWARE TRUSTEE.................................................................................  46

   Section 13.1   Representations and Warranties of Institutional Trustee........................  46
   Section 13.2   Representations and Warranties of Delaware Trustee.............................  47
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                <C>
ARTICLE XIV MISCELLANEOUS........................................................................  47

   Section 14.1   Notices........................................................................  48
   Section 14.2   Governing Law..................................................................  49
   Section 14.3   Intention of the Parties.......................................................  49
   Section 14.4   Headings.......................................................................  49
   Section 14.5   Successors and Assigns.........................................................  49
   Section 14.6   Partial Enforceability.........................................................  49
   Section 14.7   Counterparts...................................................................  49
</TABLE>
<PAGE>
                             CROSS-REFERENCE TABLE*

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

----------

*     This Cross-Reference Table does not constitute part of the Declaration and
      shall not affect the interpretation of any of its terms or provisions.
<PAGE>
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                          UNISYS CAPITAL TRUST [I] [II]

                                 --------- ---,

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

            WHEREAS, the Trustees and the Sponsor established Unisys Capital
Trust [I] [II] (the "Trust"), a trust under the Business Trust Act pursuant to a
Declaration of Trust dated as of March __, 2002 (the "Original Declaration"),
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on March __, 2002, for the sole purpose of issuing and selling certain
securities representing undivided beneficial interests in the assets of the
Trust and investing the proceeds thereof in certain Debentures of the Debenture
Issuer;

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

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

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

                                   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;


                                       1
<PAGE>
                  (d) all references in this Declaration to Articles and
Sections and Annexes and Exhibits are to Articles and Sections of and Annexes
and Exhibits to this Declaration unless otherwise specified;

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

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

            "Additional Interest" has the meaning set forth in the Indenture.

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

            "Agent" means any Paying Agent.

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

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

            "Business Day" means any day other than a day on which banking
institutions in New York, 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. Code Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

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

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

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

            "Closing Date" means _____________, 20__.

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


                                       2
<PAGE>
            "Commission" means the Securities and Exchange Commission.

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

            "Common Securities Guarantee" means the guarantee agreement to be
dated as of ________________________, of the Sponsor in respect of the Common
Securities.

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

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

            "Corporate Trust Office" means the office of the Institutional
Trustee at which the corporate trust business of the Institutional Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at 452 Fifth Avenue, New York,
New York 10018.

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

            "Debenture Issuer" means Unisys Corporation, a Delaware corporation,
in its capacity as issuer of the Debentures under the Indenture.

            "Debenture Trustee" means HSBC Bank USA, a New York banking
corporation and trust company, as trustee under the Indenture until a successor
is appointed thereunder, and thereafter means such successor trustee.

            "Debentures" means the series of Debentures to be issued by the
Debenture Issuer under the Indenture to be held by the Institutional Trustee.

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

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

            "Distribution" has the meaning specified in Section 6.1.

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

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


                                       3
<PAGE>
            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

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

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

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

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

            "Indenture" means the Indenture dated as of _______, among the
Debenture Issuer and the Debenture Trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued.

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

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

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

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

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

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

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

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

            "Ministerial Action" has the meaning set forth in the terms of the
Securities as set forth in Annex I.


                                       4
<PAGE>
            "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

                  (a) a statement that each officer signing the 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
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.

            "Paying Agent" has the meaning specified in Section 7.2.

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

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

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

            "Preferred Securities Guarantee" means the guarantee agreement to be
dated as of ___________, of the Sponsor in respect of the Preferred Securities.

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

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

            "Pricing Agreement" means the pricing agreement between the Trust,
the Debenture Issuer, and the underwriters designated by the Regular Trustees
with respect to the offer and sale of the Preferred Securities.

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


                                       5
<PAGE>
            "Regular Trustee" has the meaning set forth in Section 5.1.

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

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

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

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

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

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

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

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

            "Successor Delaware Trustee" has the meaning specified in Section
5.7(b).

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

            "Successor Institutional Trustee" has the meaning specified in
Section 5.7(b).

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

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

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

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


                                       6
<PAGE>
            "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

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

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

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

                                   ARTICLE II
                               TRUST INDENTURE ACT

            Section 2.1 Trust Indenture Act; Application.

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

                  (b) The Institutional Trustee shall be the only Trustee 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 Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

            Section 2.2 Lists of Holders of Securities.

                  (a) Each of the Sponsor and the Regular Trustees on behalf of
the Trust shall provide the Institutional Trustee (i) within 15 days after each
record date for payment of Distributions, a list, in such form as the
Institutional Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders") as of such record date, provided
that neither the Sponsor nor the Regular Trustees on behalf of the Trust shall
be obligated to provide such List of Holders at any time the List of Holders
does not differ from the most recent List of Holders given to the Institutional
Trustee by the Sponsor and the Regular Trustees on behalf of the Trust, and (ii)
at any other time, within 30 days of receipt by the Trust


                                       7
<PAGE>
of a written request for a List of Holders as of a date no more than 15 days
before such List of Holders is given to the Institutional Trustee. The
Institutional Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in Lists of Holders given to it or which
it receives in the capacity as Paying Agent (if acting in such capacity),
provided that the Institutional Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

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

            Section 2.3 Reports by the Institutional Trustee.

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

            Section 2.4 Periodic Reports to Institutional Trustee.

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

            Section 2.5 Evidence of Compliance with Conditions Precedent.

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

            Section 2.6 Events of Default; Waiver.

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

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

                  (ii) requires the consent or vote of greater than a majority
            in principal amount of the holders of the Debentures (a "Super
            Majority") to be waived under the Indenture, the Event of Default


                                       8
<PAGE>
            under the Declaration may only be waived by the vote of the Holders
            of at least the proportion in liquidation amount of the Preferred
            Securities that the relevant Super Majority represents of the
            aggregate principal amount of the Debentures outstanding.

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

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

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

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

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Institutional Trustee will be deemed to be acting solely on behalf of the
Holders of the Preferred Securities and only the Holders of the Preferred
Securities will have the right to direct the Institutional Trustee in accordance
with the terms of the Securities. The foregoing provisions of this Section
2.6(b) shall be in lieu of Sections 316(a)(1)(A) and


                                       9
<PAGE>
316(a)(1)(B) of the Trust Indenture Act and such Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act. Subject
to the foregoing provisions of this Section 2.6(b), upon such waiver, any such
default shall cease to exist and any Event of Default with respect to the Common
Securities arising therefrom shall be deemed to have been cured for every
purpose of this Declaration, but no such waiver shall extend to any subsequent
or other default or Event of Default with respect to the Common Securities or
impair any right consequent thereon.

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

            Section 2.7 Event of Default; Notice.

                  (a) The Institutional Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Securities, notices of all defaults with respect
to the Securities actually known to a Responsible Officer of the Institutional
Trustee, unless such defaults have been cured before the giving of notice (the
term "defaults" for the purposes of this Section 2.7(a) being hereby defined to
be an Event of Default as defined in the Indenture, not including any periods of
grace provided for therein and irrespective of the giving of any notice provided
therein); provided that, except for a default in the payment of principal of (or
premium, if any) or interest on any of the Debentures or in the payment of any
sinking fund installment established for the Debentures, the Institutional
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Institutional Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders of the
Securities.

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

                  (i) a default under Sections ____ and ____ of the Indenture;
            or

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


                                       10
<PAGE>
                                  ARTICLE III
                                  ORGANIZATION

            Section 3.1 Name.

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

            Section 3.2 Office.

            The address of the principal office of the Trust is 15 Atlantic
Avenue, Ocean View, Delaware 19970. On ten Business Days written notice to the
other Trustees and the Holders of Securities, the Regular Trustees may designate
another principal office.

            Section 3.3 Purpose.

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

            Section 3.4 Authority.

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

            Section 3.5 Title to Property of the Trust.

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

            Section 3.6 Powers and Duties of the Regular Trustees.


                                       11
<PAGE>
            The Regular Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

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

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

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

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

                  (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 Stock Market's National Market for
            listing upon notice of issuance of any Preferred Securities;

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

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

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

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


                                       12
<PAGE>
                  (e) to establish a record date with respect to all actions to
be taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;

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

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

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

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

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

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

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

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

                  (n) to 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 Holders of the Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

                  (p) to take any action, not inconsistent with this Declaration
or with applicable law, that the Regular Trustees determine in their discretion
to be necessary or


                                       13
<PAGE>
desirable in carrying out the activities of the Trust as set out in this Section
3.6, including, but not limited to:

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

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

                  (iii) cooperating with the Debenture Issuer to ensure that the
            Debentures will be treated as indebtedness of the Debenture Issuer
            for United States federal income tax purposes, provided that such
            action does not adversely affect the interests of Holders; 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 Institutional Trustee set forth in Section
3.8.

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

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

                  (a) The Trust shall not, and the Trustees (including the
Institutional Trustee) shall not cause the Trust 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 Institutional Trustee) shall not
cause the Trust to:

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

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

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


                                       14
<PAGE>
                  (iv) make any loans or incur any indebtedness other than loans
            represented by the Debentures;

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

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

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

            Section 3.8 Powers and Duties of the Institutional Trustee.

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

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

                  (c) The Institutional Trustee shall:

                  (i) establish and maintain a segregated non-interest bearing
            trust account (the "Institutional Trustee Account") in the name of
            and under the exclusive control of the Institutional Trustee on
            behalf of the Holders of the Securities and, upon the receipt of
            payments of funds made in respect of the Debentures held by the
            Institutional Trustee, deposit such funds into the Institutional
            Trustee Account and make payments to the Holders of the Preferred


                                       15
<PAGE>
            Securities and Holders of the Common Securities from the
            Institutional Trustee Account in accordance with Section 6.1. Funds
            in the Institutional Trustee Account shall be held uninvested until
            disbursed in accordance with this Declaration. The Institutional
            Trustee Account shall be an account that is maintained with a
            banking institution the rating on whose long-term unsecured
            indebtedness is at least equal to the rating assigned to the
            Preferred Securities by a "nationally recognized statistical rating
            organization", as that term is defined for purposes of Rule
            436(g)(2) under the Securities Act;

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

                  (iii) upon written notice of distribution issued by the
            Regular Trustees in accordance with the terms of the Securities,
            engage in such ministerial activities as shall be necessary or
            appropriate to effect the distribution of the Debentures to Holders
            of Securities upon the occurrence of certain special events (as may
            be defined in the terms of the Securities) arising from a change in
            law or a change in legal interpretation or other specified
            circumstances pursuant to the terms of the Securities.

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

                  (e) The Institutional Trustee shall take any Legal Action
which arises out of or in connection with an Event of Default of which a
Responsible Officer of the Institutional Trustee has actual knowledge or the
Institutional Trustee's duties and obligations under this Declaration or the
Trust Indenture Act; provided however, that if a Declaration Event of Default
has occurred and is continuing and such event is attributable to the failure of
the Debenture Issuer to pay interest or principal on the Debentures on the date
such interest or principal is otherwise payable (or in the case of redemption,
on the redemption date), then a Holder of Preferred Securities may directly
institute a proceeding for enforcement of payment to such Holder of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such Holder (a
"Direct Action") on or after the respective due date specified in the
Debentures. In connection with such Direct Action, the rights of the Holders of
the Common Securities will be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Issuer to such
Holder of Preferred Securities in such Direct Action. Except as provided in the
preceding sentences, the Holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.


                                       16
<PAGE>
                  (f) The Institutional Trustee shall not resign as a Trustee
            unless either:

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

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

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

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

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

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

            Section 3.9 Certain Duties and Responsibilities of the Institutional
                        Trustee.

                  (a) The Institutional Trustee, before the occurrence of any
Event of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Declaration and no implied covenants shall be read into this
Declaration against the Institutional Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer of the Institutional Trustee has actual knowledge, the
Institutional Trustee shall exercise such of the rights and powers vested in it
by this Declaration, and use the same degree of care and skill in 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 Institutional Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:


                                       17
<PAGE>
                  (i) prior to the occurrence of an Event of Default and after
            the curing or waiving of all such Events of Default that may have
            occurred:

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

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

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

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

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


                                       18
<PAGE>
            Declaration or indemnity reasonably satisfactory to the
            Institutional Trustee against such risk or liability is not
            reasonably assured to it;

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

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

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

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

            Section 3.10 Certain Rights of Institutional Trustee.

                  (a) Subject to the provisions of Section 3.9:

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

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


                                       19
<PAGE>
                  (iii) whenever in the administration of this Declaration, the
            Institutional Trustee shall deem it desirable that a matter be
            proved or established before taking, suffering or omitting any
            action hereunder, the Institutional Trustee (unless other evidence
            is herein specifically prescribed) may, in the absence of bad faith
            on its part, request and conclusively rely upon an Officers'
            Certificate which, upon receipt of such request, shall be promptly
            delivered by the Sponsor or the Regular Trustees;

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

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

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

                  (vii) the Institutional Trustee shall not be bound to make any
            investigation into the facts or matters stated in any resolution,
            certificate, statement, instrument, opinion, report, notice,
            request, direction, consent, order, bond, debenture, note, other
            evidence of indebtedness or other paper or document, but the
            Institutional


                                       20
<PAGE>
            Trustee, in its discretion, may make such further inquiry or
            investigation into such facts or matters as it may see fit;

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

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

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

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

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


                                       21
<PAGE>
            Section 3.11 Delaware Trustee.

            Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Regular Trustees or the Institutional Trustee described in this Declaration.
Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the 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, a majority of or, if there are
only two, any Regular Trustee or, if there is only one, such Regular Trustee is
authorized to execute on behalf of the Trust any documents that the Regular
Trustees have the power and authority to execute pursuant to Section 3.6;
provided that, the registration statement referred to in Section 3.6(b)(i),
including any amendments thereto, shall be signed by all of the Regular
Trustees.

            Section 3.13 Not Responsible for Recitals or Issuance of Securities.

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

            Section 3.14 Duration of Trust.

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

            Section 3.15 Mergers.

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

                  (b) The Trust may, with the consent of 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 Securities, the Delaware Trustee or the
Institutional Trustee, consolidate, amalgamate, merge with or into, or be
replaced by a trust organized as such under the laws of any State; provided
that:


                                       22
<PAGE>
                  (i) such successor entity (the "Successor Entity") either:

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

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

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

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

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

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

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

                  (vii) prior to such merger, consolidation, amalgamation or
            replacement, the 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 or
                  replacement does not adversely affect the rights, preferences
                  and privileges of the Holders of the Securities (including any
                  Successor


                                       23
<PAGE>
                  Securities) in any material respect (other than with respect
                  to any dilution of the Holders' interest in the new entity);
                  and

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

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

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

                  (c) Notwithstanding Section 3.15(b), the Trust shall not,
except with the consent of Holders of 100% in liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, 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 to be classified as other
than a grantor trust for United States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

            Section 4.1 Sponsor's Purchase of Common Securities.

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

            Section 4.2 Responsibilities of the Sponsor.

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

                  (a) to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 in relation to the 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 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


                                       24
<PAGE>
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 for listing upon notice of issuance of any Preferred Securities;

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

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

                                   ARTICLE V
                                    TRUSTEES

            Section 5.1 Number of Trustees.

            The number of Trustees initially shall be ____ (_), and:

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

                  (b) after the issuance of any Securities, the number of
Trustees may be increased or decreased by vote of the Holders of a majority in
liquidation amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities; provided, however, that, the number of
Trustees shall in no event be less than two (2); provided further that, if
required by the Business Trust Act, (1) one Trustee, in the case of a natural
person, shall be a person who is a resident of the State of Delaware or that, if
not a natural person, is an entity which has its principal place of business in
the State of Delaware (the "Delaware Trustee"); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with, the Parent (a
"Regular Trustee"); and (3) one Trustee shall be the Institutional Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it
meets the applicable requirements.

            Section 5.2 Delaware Trustee.

            If required by the Business Trust Act, 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,


                                       25
<PAGE>
provided that, if the Institutional Trustee has its principal place of business
in the State of Delaware and otherwise meets the requirements of applicable law,
then the Institutional Trustee shall also be the Delaware Trustee and Section
3.11 shall have no application.

            Section 5.3 Institutional Trustee; Eligibility.

                  (a) There shall at all times be one Trustee which shall act as
Institutional 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 Person permitted by the
            Commission to act as an institutional trustee under the Trust
            Indenture Act, authorized under such laws to exercise corporate
            trust powers, having a combined capital and surplus of at least 50
            million U.S. dollars ($50,000,000), and subject to supervision or
            examination by Federal, State, Territorial or District of Columbia
            authority. If such Person publishes reports of condition at least
            annually, pursuant to law or to the requirements of the supervising
            or examining authority referred to above, then for the purposes of
            this Section 5.3(a)(ii), the combined capital and surplus of such
            Person 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 Institutional Trustee shall cease to be
eligible to so act under Section 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in Section
5.7(c).

                  (c) If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Institutional Trustee and the Holder of the 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 Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

                  (e) The initial Institutional Trustee shall be:

                                  HSBC Bank USA

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


                                       26
<PAGE>
            Each Regular Trustee and the Delaware Trustee (unless the
Institutional Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

            Section 5.5 Regular Trustees.

            The initial Regular Trustees shall be:

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

                  (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; and

                  (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, including any amendments thereto, shall be signed by
all of the Regular Trustees.

            Section 5.6 Delaware Trustee.

            The initial Delaware Trustee shall be:

            HSBC Bank & Trust Company (Delaware), National Association

            Section 5.7 Appointment, Removal and Resignation of Trustees.

                  (a) Subject to Section 5.7(b), Trustees may be appointed or
removed without cause at any time:

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

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

                  (b)(i) The Trustee that acts as Institutional Trustee shall
not be removed in accordance with Section 5.7(a) until a successor Trustee
possessing the qualifications to act as Institutional Trustee under Section 5.3
(a "Successor Institutional Trustee") has been appointed


                                       27
<PAGE>
and has accepted such appointment by written instrument executed by such
Successor Institutional Trustee and delivered to the Regular Trustees and the
Sponsor; and

                  (ii) the Trustee that acts as Delaware Trustee shall not be
            removed in accordance with Section 5.7(a) until a successor Trustee
            possessing the qualifications to act as Delaware Trustee under
            Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been
            appointed and has accepted such appointment by written instrument
            executed by such Successor Delaware Trustee and delivered to the
            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 (without need for prior or subsequent accounting) by an
instrument in writing signed by the Trustee and delivered to the Sponsor and the
Trust, which resignation shall take effect upon such delivery or upon such later
date as is specified therein; provided, however, that:

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

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

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

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

                  (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
Institutional Trustee as the case may be if the Institutional Trustee or the
Delaware Trustee delivers an instrument of resignation in accordance with this
Section 5.7.

                  (e) If no Successor Institutional Trustee or Successor
Delaware Trustee shall have been appointed and accepted appointment as provided
in this Section 5.7 within 60 days after delivery to the Sponsor and the Trust
of an instrument of resignation, the resigning Institutional Trustee or Delaware
Trustee, as applicable, may petition any court of competent jurisdiction for
appointment of a Successor Institutional Trustee or Successor


                                       28
<PAGE>
Delaware Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper and prescribe, appoint a Successor Institutional
Trustee or Successor Delaware Trustee, as the case may be.

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

            Section 5.8 Vacancies among Trustees.

            If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the 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 5.7.

            Section 5.9 Effect of Vacancies.

            The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to annul the Trust. Whenever a vacancy in the number
of Regular Trustees shall occur, until such vacancy is filled by the appointment
of a Regular Trustee in accordance with Section 5.7, 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.

            Section 5.10 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


                                       29
<PAGE>
consent of the Regular Trustees. In the event there is only one Regular Trustee,
any and all action of such Regular Trustee shall be evidenced by a written
consent of such Regular Trustee.

            Section 5.11 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.

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

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

                                   ARTICLE VI
                                  DISTRIBUTIONS

            Section 6.1 Distributions.

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

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES


                                       30
<PAGE>
            Section 7.1 General Provisions Regarding Securities.

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

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

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

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

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

            Section 7.2 Paying Agent.

            In the event that the 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 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 Institutional Trustee of the name and address
of any Agent not a party to this Declaration. If the Trust fails to appoint or
maintain another entity as Paying Agent, the Institutional Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent.


                                       31
<PAGE>
The Trust shall initially act as Paying Agent for the Preferred Securities and
the Common Securities.

                                  ARTICLE VIII
                              TERMINATION OF TRUST

            Section 8.1 Termination of Trust.

                  (a) The Trust shall terminate:

                  (i) upon the bankruptcy of 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 a majority in liquidation amount of the 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 Holder of the Common Securities, the Sponsor or the Trust;

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

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

                  (vi) before the issuance of any 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 8.1(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

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

                                   ARTICLE IX
                              TRANSFER OF INTERESTS


                                       32
<PAGE>
            Section 9.1 Transfer of Securities.

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

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

                  (c) The Sponsor may not transfer the Common Securities, except
as required by operation of law.

            Section 9.2 Transfer of Certificates.

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

            Section 9.3 Deemed Security Holders.

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

            Section 9.4 Book Entry Interests.

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


                                       33
<PAGE>
Global Certificates, except as provided in Section 9.7. Unless and until
definitive, fully registered Preferred Security Certificates (the "Definitive
Preferred Security Certificates") have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7:

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

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

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

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

            Section 9.5 Notices to Clearing Agency.

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

            Section 9.6 Appointment of Successor Clearing Agency.

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

            Section 9.7 Definitive Preferred Security Certificates.

            If:

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


                                       34
<PAGE>
                  (b) the Regular Trustees elect after consultation with the
Sponsor to terminate the book entry system through the Clearing Agency with
respect to the Preferred Securities,

            then:

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

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

            Section 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.

            If:

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

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

then, in the absence of notice that such Certificate shall have been acquired by
a protected purchaser, any Regular Trustee on behalf of the Trust shall execute
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like denomination. In connection
with the issuance of any new Certificate under this Section 9.8, the Regular
Trustees may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an ownership interest in the relevant Securities, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.


                                       35
<PAGE>
                                   ARTICLE X
                       LIMITATION OF LIABILITY OF HOLDERS
                        OF SECURITIES, TRUSTEES OR OTHERS

            Section 10.1 Liability.

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

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

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

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

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

            Section 10.2 Exculpation.

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

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


                                       36
<PAGE>
            Section 10.3 Fiduciary Duty.

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

                  (b) Unless otherwise expressly provided herein:

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

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

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

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

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

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

            Section 10.4 Indemnification.


                                       37
<PAGE>
                  (a) (i) The Debenture Issuer shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

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

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


                                       38
<PAGE>
                  (iv) Any indemnification under paragraphs (i) and (ii) of this
            Section 10.4(a) (unless ordered by a court) shall be made by the
            Debenture Issuer only as authorized in the specific case upon a
            determination that indemnification of the Company Indemnified Person
            is proper in the circumstances because he has met the applicable
            standard of conduct set forth in paragraphs (i) and (ii). Such
            determination shall be made (1) by the Regular Trustees by a
            majority vote of a quorum consisting of such Regular Trustees who
            were not parties to such action, suit or proceeding, (2) if such a
            quorum is not obtainable, or, even if obtainable, if a quorum of
            disinterested Regular Trustees so directs, by independent legal
            counsel in a written opinion, or (3) by the Common Security Holder
            of the Trust.

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

                  (vi) The indemnification and advancement of expenses provided
            by, or granted pursuant to, the other paragraphs of this Section
            10.4(a) shall not be deemed exclusive of any other rights to which
            those seeking indemnification and advancement of expenses


                                       39
<PAGE>
            may be entitled under any agreement, vote of stockholders or
            disinterested directors of the Debenture Issuer or Preferred
            Security Holders of the Trust or otherwise, both as to action in his
            official capacity and as to action in another capacity while holding
            such office. All rights to indemnification under this Section
            10.4(a) shall be deemed to be provided by a contract between the
            Debenture Issuer and each Company Indemnified Person who serves in
            such capacity at any time while this Section 10.4(a) is in effect.
            Any repeal or modification of this Section 10.4(a) shall not affect
            any rights or obligations then existing.

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

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

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

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


                                       40
<PAGE>
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 10.4(b) shall survive the resignation or
removal of the Institutional Trustee or the Delaware Trustee, as the case may
be, and the satisfaction and discharge of this Declaration.

            Section 10.5 Outside Businesses.

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

            Section 10.6 Fees and Expenses

            The Sponsor agrees to pay to the Institutional Trustee and to the
Delaware Trustee from time to time such compensation as the Sponsor and each
such Trustee shall from time to time agree in writing for all services rendered
by such Trustee hereunder and, except as otherwise expressly provided herein, to
reimburse the Institutional Trustee and the Delaware Trustee upon request for
all reasonable expenses, disbursements and advances incurred or made by such
Trustee in accordance with any provision of this Declaration (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to the negligence or bad faith of such Trustee.

                                   ARTICLE XI
                                   ACCOUNTING

            Section 11.1 Fiscal Year.

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


                                       41
<PAGE>
            Section 11.2 Certain Accounting Matters.

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

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

                  (c) 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 11.3 Banking.

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

            Section 11.4 Withholding.

            The Trust and the Regular Trustees shall comply with all withholding
requirements under United States federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Regular Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of any
claimed over withholding, Holders shall be limited to an action against the
applicable jurisdiction. If the


                                       42
<PAGE>
amount required to be withheld was not withheld from actual Distributions made,
the Trust may reduce subsequent Distributions by the amount of such withholding.

                                  ARTICLE XII
                             AMENDMENTS AND MEETINGS

            Section 12.1 Amendments.

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

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

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

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

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

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

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

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

                        (B) an opinion of counsel (who may be counsel to the

                  Sponsor or the Trust) that such amendment is permitted by, and
                  conforms to, the terms of this Declaration (including the
                  terms of the Securities); and


                                       43
<PAGE>
                  (iii) to the extent the result of such amendment would be to:

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

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

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

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

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

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

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

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

                  (i) cure any ambiguity;

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

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

                  (iv) to conform to any change in Rule 3a-5 or written change
            in interpretation or application of Rule 3a-5 by any legislative
            body, court, government agency or regulatory authority which


                                       44
<PAGE>
            amendment does not have a material adverse effect on the right,
            preferences or privileges of the Holders; and

                  (v) to modify, eliminate and add to any provision of this
            Declaration to such extent as may be necessary as determined in good
            faith by the Regular Trustees.

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

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

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

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


                                       45
<PAGE>
                  (ii) each Holder of a Security may authorize any Person to act
            for it by proxy on all matters in which a Holder of Securities is
            entitled to participate, including waiving notice of any meeting, or
            voting or participating at a meeting. No proxy shall be valid after
            the expiration of 11 months from the date thereof unless otherwise
            provided in the proxy. Every proxy shall be revocable at the
            pleasure of the Holder of Securities executing it. Except as
            otherwise provided herein, all matters relating to the giving,
            voting or validity of proxies shall be governed by the General
            Corporation Law of the State of Delaware relating to proxies, and
            judicial interpretations thereunder, as if the Trust were a Delaware
            corporation and the Holders of the Securities were stockholders of a
            Delaware corporation;

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

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

                                  ARTICLE XIII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

            Section 13.1 Representations and Warranties of Institutional
Trustee.

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

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


                                       46
<PAGE>
                  (b) the execution, delivery and performance by the
Institutional Trustee of this Declaration has been duly authorized by all
necessary corporate action on the part of the Institutional Trustee. This
Declaration has been duly executed and delivered by the Institutional Trustee,
and it constitutes a legal, valid and binding obligation of the Institutional
Trustee, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, moratorium, insolvency, and other similar
laws affecting creditors' rights generally and to general principles of equity
and the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

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

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

            Section 13.2 Representations and Warranties of Delaware Trustee.

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

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

                  (b) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and this Declaration. This
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 this Declaration.

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

                                  ARTICLE XIV
                                  MISCELLANEOUS


                                       47
<PAGE>
            Section 14.1 Notices.

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

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

                     Unisys Capital Trust [I] [II]
                     Unisys Corporation
                     Unisys Way
                     Blue Bell, PA  19424
                     Attention: _____________

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

                     HSBC Bank & Trust Company (Delaware), National Association
                     1201 Market Street
                     Wilmington, Delaware 19801
                     Attention: ____________________________

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

                     HSBC Bank USA
                     452 Fifth Avenue
                     New York, New York 10018
                     Attention: Issuer Services

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

                     Unisys Corporation
                     Unisys Way
                     Blue Bell, PA  19424

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


                                       48
<PAGE>
            All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

            Section 14.2 Governing Law.

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

            Section 14.3 Intention of the Parties.

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

            Section 14.4 Headings.

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

            Section 14.5 Successors and Assigns.

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

            Section 14.6 Partial Enforceability.

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

            Section 14.7 Counterparts.

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


                                       49
<PAGE>
            IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                  ____________________________
                                  ________________ , as Regular Trustee


                                  ____________________________
                                  ________________ , as Regular Trustee


                                  ____________________________
                                  ________________ , as Regular Trustee


                                  HSBC BANK & TRUST COMPANY (DELAWARE),
                                  NATIONAL ASSOCIATION, as
                                  Delaware Trustee

                                  By: ______________________________
                                      Name:
                                      Title:


                                  HSBC BANK USA, as Institutional Trustee

                                  By: ______________________________
                                      Name:
                                      Title:


                                       50
<PAGE>
                                  UNISYS CORPORATION, as Sponsor
                                  and as Debenture Issuer


                                  By: ______________________________
                                      Name:
                                      Title:


                                       51
<PAGE>
                                     ANNEX I

                                    TERMS OF
                   ___% TRUST ORIGINATED PREFERRED SECURITIES
                     ___% TRUST ORIGINATED COMMON SECURITIES

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

                  1. Designation and Number.

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

                  (b) Common Securities. [ ] Common Securities of the Trust with
an aggregate liquidation amount with respect to the assets of the Trust of [ ]
dollars ($[ ]) 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 "______% Trust Originated Common Securities" (the "Common
Securities"). The Common Security Certificates evidencing the Common Securities
shall be substantially in the form of Exhibit A-2 to the Declaration, with such
changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.

                  2. Distributions.

                  (a) Distributions payable on each Security will be fixed at a
rate per annum of ______% (the "Coupon Rate") of the stated liquidation amount
of $25 per Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor. The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-


                                       1
<PAGE>
day months, and for any period shorter than a full quarterly Distribution period
for which Distributions are computed, Distributions will be computed on the
basis of the actual number of days elapsed per 90-day quarter.

                  (b) Distributions on the Securities will be cumulative, will
accrue from ________, and will be payable quarterly in arrears, on [March 31,
June 30, September 30, and December 31] of each year, commencing on _______,
except as otherwise described below. The Debenture Issuer has the right under
the Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding 20
consecutive quarters or extend beyond the maturity date of the Debentures (each
an "Extension Period"), during which Extension Period no interest shall be due
and payable on the Debentures, provided that no Extension Period shall last
beyond the date of maturity of the Debentures. As a consequence of such
deferral, Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded quarterly during any
such Extension Period. Prior to the termination of any such Extension Period,
the Debenture Issuer may further extend such Extension Period; provided that
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarters or extend beyond the maturity of
the Debentures. Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

                  (c) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. While the Preferred Securities remain in book-entry only
form, the relevant record dates shall be one Business Day prior to the relevant
payment dates which payment dates correspond to the interest payment dates on
the Debentures. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Preferred
Securities will be made as described under the heading "Description of the
Preferred Securities -- Book-Entry Only Issuance -- The Depository Trust
Company" in the Prospectus Supplement dated ______, ("Prospectus Supplement") to
the Prospectus dated ______, 2002 (together, the "Prospectus"), of the Trust
included in the Registration Statement on Form S-3 of the Sponsor, the Trust and
certain other business trusts. The relevant record dates for the Common
Securities shall be the same record date as for the Preferred Securities. If the
Preferred Securities shall not continue to remain in book-entry only form, the
relevant record dates for the Preferred Securities shall conform to the rules of
any securities exchange on which the securities are listed and, if none, shall
be selected by the Regular Trustees, which dates shall be at least one Business
Day but not more than 60 Business Days before the relevant payment dates, which
payment dates correspond to the interest payment dates on the Debentures.
Distributions payable on any Securities that are not punctually paid on any
Distribution payment date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures, will cease to be payable to the Person in
whose name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the


                                       2
<PAGE>
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date.

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

                  3. Liquidation Distribution Upon Dissolution.

            In the event of any voluntary or involuntary dissolution, winding-up
or termination of the Trust, the Holders of the Securities on the date of the
dissolution, winding-up or termination, as the case may be, will be entitled to
receive out of the assets of the Trust available for distribution to Holders of
Securities after satisfaction of liabilities of creditors an amount equal to the
aggregate of the stated liquidation amount of $25 per Security plus accrued and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"), unless, in connection with such dissolution,
winding-up or termination, Debentures in an aggregate stated principal amount
equal to the aggregate stated liquidation amount of such Securities, with an
interest rate equal to the Coupon Rate of, and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid Distributions on, such
Securities, shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

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

                  4. Redemption and Distribution.

                  (a) Upon the repayment of the Debentures in whole or in part,
whether at maturity or upon redemption (either at the option of the Debenture
Issuer or pursuant to a Tax Event as described below), the proceeds from such
repayment or payment shall be simultaneously applied to redeem Securities having
an aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so repaid or redeemed at a redemption price of $25 per Security plus
an amount equal to accrued and unpaid Distributions thereon at the date of the
redemption, payable in cash (the "Redemption Price"). Holders will be given not
less than 30 nor more than 60 days notice of such redemption.

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

                  (c) If, at any time, a Tax Event or an Investment Company
Event (each as defined below, and each a "Special Event") shall occur and be
continuing the Regular


                                       3
<PAGE>
Trustees shall, except in certain limited circumstances described in this
Section 4(c), dissolve the Trust and, after satisfaction of creditors, cause
Debentures held by the Institutional Trustee, having an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an interest
rate identical to the Coupon Rate of, and accrued and unpaid interest equal to
accrued and unpaid Distributions on, and having the same record date for payment
as the Securities, to be distributed to the Holders of the Securities in
liquidation of such Holders' interests in the Trust on a Pro Rata basis, within
90 days following the occurrence of such Special Event (the "90 Day Period");
provided, however, that in the event of a Tax Event, as a condition of such
dissolution and distribution, the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in such
matters (a "No Recognition Opinion"), which opinion may rely on published
revenue rulings of the Internal Revenue Service, to the effect that the Holders
of the Securities will not recognize any gain or loss for United States federal
income tax purposes as a result of the dissolution of the Trust and the
distribution of Debentures, and provided, further, that, if at the time there is
available to the Trust the opportunity to eliminate, within the 90 Day Period,
the Tax Event by taking some ministerial action, such as filing a form or making
an election, or pursuing some other similar reasonable measure that has no
adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of
the Securities ("Ministerial Action"), the Trust will pursue such Ministerial
Action in lieu of dissolution.

            If in the event of a Tax Event, (i) after receipt of a Tax Event
Opinion (as defined hereinafter) by the Regular Trustees, the Debenture Issuer
has received an opinion (a "Redemption Tax Opinion") of a nationally recognized
independent tax counsel experienced in such matters that, as a result of a Tax
Event, there is more than an insubstantial risk that the Debenture Issuer would
be precluded from deducting the interest on the Debentures for United States
federal income tax purposes even after the Debentures were distributed to the
Holders of Securities in liquidation of such Holders' interests in the Trust as
described in this Section 4(c), or (ii) the Regular Trustees shall have been
informed by such tax counsel that a No Recognition Opinion cannot be delivered
to the Trust, the Debenture Issuer shall have the right at any time, upon not
less than 30 nor more than 60 days notice, to redeem the Debentures in whole or
in part for cash within 90 days following the occurrence of such Tax Event, and,
following such redemption, Securities with an aggregate liquidation amount equal
to the aggregate principal amount of the Debentures so redeemed shall be
redeemed by the Trust at the Redemption Price on a Pro Rata basis; provided,
however, that, if at the time there is available to the Debenture Issuer or the
Trust the opportunity to eliminate, within such 90 day period, the Tax Event by
taking some Ministerial Action, the Trust or the Debenture Issuer will pursue
such Ministerial Action in lieu of redemption.

            In lieu of the foregoing options, the Debenture Issuer shall also
have the option of causing the Securities to remain outstanding and pay
Additional Interest.

            "Tax Event" means that the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in such
matters (a "Tax Event Opinion") to the effect that on or after the date of the
Prospectus Supplement, as a result of (a) any amendment to, clarification of or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, (b) any judicial
decision, official


                                       4
<PAGE>
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action") or (c) any amendment to,
clarification of, or change in the official position or the interpretation of
such Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case, by any legislative body,
court, governmental authority or regulatory body, irrespective of the manner in
which such amendment, clarification or change is made known, which amendment,
clarification, or change is effective or such pronouncement or decision is
announced, in each case, on or after, the first date of issuance of the
Securities, there is more than an insubstantial risk that (i) the Trust is or
will be within 90 days of the date thereof, subject to United States federal
income tax with respect to interest accrued or received on the Debentures, (ii)
the Trust is, or will be within 90 days of the date thereof, subject to more
than a de minimis amount of taxes, duties or other governmental charges, or
(iii) interest payable by the Debenture Issuer to the Trust on the Debentures is
not, or within 90 days of the date thereof will not be, deductible, in whole or
in part, by the Debenture Issuer for United States federal income tax purposes.

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

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

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

                  (e) If the Debentures are distributed to holders of the
Securities, pursuant to the terms of the Indenture, the Debenture Issuer will
use its best efforts to have the


                                       5
<PAGE>
Debentures listed on the New York Stock Exchange or on such other exchange as
the Preferred Securities were listed immediately prior to the distribution of
the Debentures.

                  (f) "Redemption or Distribution Procedures."

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

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

                  (iii) If Securities are to be redeemed and the Trust gives a
            Redemption/Distribution Notice, which notice may only be issued if
            the Debentures are redeemed as set out in this Section 4 (which
            notice will be irrevocable), then (A) while the Preferred Securities
            are in book-entry only form, with respect to the Preferred
            Securities, by 12:00 noon, New York City time, on the redemption
            date, provided that the Debenture Issuer has paid the Institutional
            Trustee a sufficient amount of cash in connection with the related
            redemption or maturity of the Debentures, the Institutional Trustee
            will deposit irrevocably with the Depository or its nominee (or
            successor Clearing Agency or its nominee) funds sufficient to pay
            the


                                       6
<PAGE>
            applicable Redemption Price with respect to the Preferred Securities
            and will give the Depository irrevocable instructions and authority
            to pay the Redemption Price to the Holders of the Preferred
            Securities, and (B) with respect to Preferred Securities issued in
            definitive form and Common Securities, provided that the Debenture
            Issuer has paid the Institutional Trustee a sufficient amount of
            cash in connection with the related redemption or maturity of the
            Debentures, the Institutional Trustee will pay the relevant
            Redemption Price to the Holders of such Securities by check mailed
            to the address of the relevant Holder appearing on the books and
            records of the Trust on the redemption date. If a
            Redemption/Distribution Notice shall have been given and funds
            deposited as required, if applicable, then immediately prior to the
            close of business on the date of such deposit, or on the redemption
            date, as applicable, distributions will cease to accrue on the
            Securities so called for redemption and all rights of Holders of
            such Securities so called for redemption will cease, except the
            right of the Holders of such Securities to receive the Redemption
            Price, but without interest on such Redemption Price. Neither the
            Regular Trustees nor the Trust shall be required to register or
            cause to be registered the transfer of any Securities that have been
            so called for redemption. If any date fixed for redemption of
            Securities is not a Business Day, then payment of the Redemption
            Price payable on such date will be made on the next succeeding day
            that is a Business Day (and without any interest or other payment in
            respect of any such delay) except that, if such Business Day falls
            in the next calendar year, such payment will be made on the
            immediately preceding Business Day, in each case with the same force
            and effect as if made on such date fixed for redemption. If payment
            of the Redemption Price in respect of any Securities is improperly
            withheld or refused and not paid either by the Institutional Trustee
            or by the Sponsor as guarantor pursuant to the relevant Securities
            Guarantee, Distributions on such Securities will continue to accrue
            from the original redemption date to the actual date of payment, in
            which case the actual payment date will be considered the date fixed
            for redemption for purposes of calculating the Redemption Price.

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


                                       7
<PAGE>
                  (v) Subject to the foregoing and applicable law (including,
            without limitation, United States federal securities laws), provided
            the acquiror is not the Holder of the Common Securities or the
            obligor under the Indenture, the Sponsor or any of its subsidiaries
            may at any time and from time to time purchase outstanding Preferred
            Securities by tender, in the open market or by private agreement.

                  5. Voting Rights - Preferred Securities.

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

                  (b) Subject to the requirements set forth in this paragraph,
the Holders of a majority in aggregate liquidation amount of the Preferred
Securities, voting separately as a class may direct the time, method, and place
of conducting any proceeding for any remedy available to the Institutional
Trustee, or exercising any trust or power conferred upon the Institutional
Trustee under the Declaration, including the right to direct the Institutional
Trustee, as holder of the Debentures, to (i) exercise the remedies available
under the Indenture conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under Section ___ of the Indenture, or (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Debentures shall be due and payable, provided, however, that, where a
consent under the Indenture would require the consent or act of the Holders of
greater than a majority in principal amount of Debentures affected thereby (a
"Super Majority"), the Institutional Trustee may only give such consent or take
such action at the written direction of the Holders of at least the proportion
in liquidation amount of the Preferred Securities which the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding. The Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities.
Other than with respect to directing the time, method and place of conducting
any remedy available to the Institutional Trustee or the Debenture Trustee as
set forth above, the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Preferred Securities under
this paragraph unless there has bee delivered to the Institutional Trustee an
opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor
trust on account of such action. If a Declaration Event of Default has occurred
and is continuing and such event is attributable to the failure of the Debenture
Issuer to pay interest or principal on the Debentures on the date such interest
or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a holder of Preferred Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of or
interest on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such holder (a "Direct
Action") on or after the respective due date specified in the Debentures. In
connection with such Direct Action, the rights of the holders of the Common
Securities Holder will be


                                       8
<PAGE>
subrogated to the rights of such holder of Preferred Securities to the extent of
any payment made by the Issuer to such holder of Preferred Securities in such
Direct Action. Except as provided in the preceding sentences, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures. Any approval or direction of Holders
of Preferred Securities may be given at a separate meeting of Holders of
Preferred Securities convened for such purpose, at a meeting of all of the
Holders of Securities in the Trust or pursuant to written consent. The Regular
Trustees will cause a notice of any meeting at which Holders of Preferred
Securities are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of record of
Preferred Securities. Each such notice will include a statement setting forth
(i) the date of such meeting or the date by which such action is to be taken,
(ii) a description of any resolution proposed for adoption at such meeting on
which such Holders are entitled to vote or of such matter upon which written
consent is sought and (iii) instructions for the delivery of proxies or
consents.

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

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

                  6. Voting Rights - Common Securities.

                  (a) Except as provided under Sections 7(b), (c) and 8 as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

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

                  (c) Subject to Section 2.6 of the Declaration and only after
the Event of Default with respect to the Preferred Securities has been cured,
waived, or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including (i) directing the time,
method, place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under Section ____ of the Indenture, or (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Debentures shall be due and payable, provided that, where a consent or
action under the Indenture would require the consent or act of a Super Majority,
the Institutional Trustee may only give such consent or


                                       9
<PAGE>
take such action at the written direction of the Holders of at least the
proportion in liquidation amount of the Common Securities which the relevant
Super Majority represents of the aggregate principal amount of the Debentures
outstanding. Pursuant to this Section 6(c), the Institutional Trustee shall not
revoke any action previously authorized or approved by a vote of the Holders of
the Preferred Securities. Other than with respect to directing the time, method
and place of conducting any remedy available to the Institutional Trustee or the
Debenture Trustee as set forth above, the Institutional Trustee shall not take
any action in accordance with the directions of the Holders of the Common
Securities under this paragraph unless there has been delivered to the
Institutional Trustee an opinion of tax counsel to the effect that for the
purposes of United States federal income tax the Trust will not be classified as
other than a grantor trust on account of such action. If the Institutional
Trustee fails to enforce its rights under the Declaration, any Holder of Common
Securities may institute a legal proceeding directly against any Person to
enforce the Institutional Trustee's rights under the Declaration, without first
instituting a legal proceeding against the Institutional Trustee or any other
Person.

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

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

                  7. Amendments to Declaration and Indenture.

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


                                       10
<PAGE>
                  (b) In the event the consent of the Institutional Trustee as
the holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination on the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture would require
the consent a Super Majority, the Institutional Trustee may only give such
consent at the direction of the Holders of at least the proportion in
liquidation amount of the Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding;
provided, further, that the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Securities under this
Section 7(b) unless there has been delivered to the Institutional Trustee an
opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor
trust on account of such action.

                  8. Pro Rata.

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

                  9. Ranking.

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

                  10. Listing.

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


                                       11
<PAGE>
                  11. Acceptance of Securities Guarantee and Indenture.

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

                  12. No Preemptive Rights.

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

                  13. Miscellaneous.

            These terms constitute a part of the Declaration.

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


                                       12
<PAGE>
                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

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

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

Certificate Number                        Number of Preferred Securities

      CUSIP NO. [ ]

                   Certificate Evidencing Preferred Securities

                                       of

                          UNISYS CAPITAL TRUST [I] [II]

           ____% Trust Originated Preferred Securities(SM) ("TOPrS"(SM))
                 (liquidation amount $25 per Preferred Security)

Unisys Capital Trust [I] [II], a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that ______________
(the "Holder") is the registered owner of preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the _____% Trust Originated Preferred SecuritiesSM (liquidation
amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of _______, as the same may


                                       1
<PAGE>
be amended from time to time (the "Declaration"), including the designation of
the terms of the Preferred Securities as set forth in Annex I to the
Declaration. Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Preferred Securities Guarantee to the extent provided therein. The Sponsor
will provide a copy of the Declaration, the Preferred Securities Guarantee and
the Indenture to a Holder without charge upon written request to the 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.

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

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

                                              UNISYS CAPITAL TRUST [I] [II]


                                              By: _____________________________
                                              Name:
                                              Title:  Regular Trustee

                          [FORM OF REVERSE OF SECURITY]

            Distributions payable on each Preferred Security will be fixed at a
rate per annum of ______% (the "Coupon Rate") of the stated liquidation amount
of $__ per Preferred Security, such rate being the rate of interest payable on
the Debentures to be held by the Institutional Trustee. Distributions in arrears
for more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor. The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full quarterly
Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per 90-day quarter.

            Except as otherwise described below, distributions on the Preferred
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly in


                                       2
<PAGE>
arrears, on [March 31, June 30, September 30 and December 31] of each year,
commencing on ________, to [Holders of record fifteen (15) days prior to such
payment dates, which payment dates shall correspond to the interest payment
dates on the Debentures.] The Debenture Issuer has the right under the Indenture
to defer payments of interest by extending the interest payment period from time
to time on the Debentures for a period not exceeding 20 consecutive quarters
(each an "Extension Period"), provided that no Extension Period shall last
beyond the date of the maturity of the Debentures and as a consequence of such
deferral, Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded quarterly during any
such Extension Period. Prior to the termination of any such Extension Period,
the Debenture Issuer may further extend such Extension Period; provided that
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarters or extend beyond the maturity of
the Debentures. Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

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


                                       3
<PAGE>
                                 ---------------

                                   ASSIGNMENT

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


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

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

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

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

and irrevocably appoints

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

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

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

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

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


                                       1
<PAGE>
                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

Certificate Number                                   Number of Common Securities

                    Certificate Evidencing Common Securities

                                       of

                          UNISYS CAPITAL TRUST [I] [II]

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

            Unisys Capital Trust [I] [II], a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
_________________ (the "Holder") is the registered owner of common securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated the ______% Trust Originated Common Securities (liquidation amount
$25 per Common Security) (the "Common Securities"). The Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of _______, as
the same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Common Securities as set forth in Annex I to the
Declaration. Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Common Securities Guarantee to the extent provided therein. The Sponsor will
provide a copy of the Declaration, the Common Securities Guarantee and the
Indenture to a Holder without charge upon written request to the Sponsor at its
principal place of business.

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

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


                                       1
<PAGE>
      IN WITNESS WHEREOF, the Trust has executed this certificate this ___ day
of , ____.

                                             UNISYS CAPITAL TRUST [I] [II]


                                             By: ____________________________
                                             Name:
                                             Title:  Regular Trustee


                                       2
<PAGE>
                          [FORM OF REVERSE OF SECURITY]

            Distributions payable on each Common Security will be fixed at a
rate per annum of ______% (the "Coupon Rate") of the stated liquidation amount
of $__ per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor. The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full quarterly
Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per 90-day quarter.

            Except as otherwise described below, distributions on the Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly in arrears, on [March 31, June 30, September 30
and December 31] of each year, commencing on ________, to Holders of record
fifteen (15) days prior to such payment dates, which payment dates shall
correspond to the interest payment dates on the Debentures. The Debenture Issuer
has the right under the Indenture to defer payments of interest by extending the
interest payment period from time to time on the Debentures for a period not
exceeding 20 consecutive quarters (each an "Extension Period"), provided that no
Extension Period shall last beyond the date of the maturity of the Debentures
and as a consequence of such deferral, Distributions will also be deferred.
Despite such deferral, quarterly Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly during any such Extension Period. Prior to the termination
of any such Extension Period, the Debenture Issuer may further extend such
Extension Period; provided that such Extension Period together with all such
previous and further extensions thereof may not exceed 20 consecutive quarters
or extend beyond the maturity date of the Debentures. Payments of accrued
Distributions will be payable to Holders as they appear on the books and records
of the Trust on the first record date after the end of the Extension Period.
Upon the termination of any Extension Period and the payment of all amounts then
due, the Debenture Issuer may commence a new Extension Period, subject to the
above requirements.

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


                                       3
<PAGE>
                                   ASSIGNMENT

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

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

        _________________________________________________________________

        _________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints

        _________________________________________________________________

        _________________________________________________________________

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

Date: _______________________

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


                                       1