EXHIBIT 4.20









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                                     FORM OF

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                 OF RC TRUST II




                             DATED AS OF [       , ]




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<PAGE>

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

Trust Indenture                                                      Declaration
  Act Section                                                        Section

ss.310 (a)(1)...........................................................6.2, 6.3
       (a)(2)................................................................6.3
       (a)(3).....................................................Not Applicable
       (a)(4) ....................................................Not Applicable
       (a)(5)................................................................6.3
       (b)...................................................................6.3
       (c)........................................................Not Applicable
ss.311 (a)...................................................................2.2
       (b)...................................................................2.2
       (c)........................................................Not Applicable
ss.312.......................................................................2.2
ss.313 (a)...................................................................2.3
       (b)...................................................................2.3
       (c)...................................................................2.3
       (d)...................................................................2.3
ss.314 (a)...................................................................2.4
       (b)...................................................................2.4
       (c)...................................................................2.4
       (d)...................................................................2.4
       (e)...................................................................1.1
ss.315 (a)...................................................................9.2
       (b)...................................................................2.7
       (c)...................................................................3.9
       (d)...................................................................3.9
       (e)........................................................Not Applicable
ss.316 (a)..............................................................2.6, 7.5
       (b)..................................................................11.1
       (c)..................................................................11.2
ss.317 (a).............................................................3.8, 3.16
       (b)...................................................................3.7
ss.318 (a)...................................................................2.1

----------------------
NOTE: This  reconciliation  and tie shall not, for any purpose,  be deemed to be
part of the Declaration.
<PAGE>


<TABLE>
<CAPTION>
                                Table of Contents

                                                                                                               Page

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

         Section 1.1       Interpretation and Definitions.........................................................1

ARTICLE 2         TRUST INDENTURE ACT.............................................................................9

         Section 2.1       Trust Indenture Act; Application.......................................................9
         Section 2.2       Lists of Holders of the Securities....................................................10
         Section 2.3       Reports by the Property Trustee.......................................................10
         Section 2.4       Periodic Reports to the Property Trustee..............................................10
         Section 2.5       Evidence of Compliance with Conditions Precedent......................................10
         Section 2.6       Trust Enforcement Events; Waiver......................................................10
         Section 2.7       Trust Enforcement Event; Notice.......................................................12

ARTICLE 3         ORGANIZATION...................................................................................12

         Section 3.1       Name and Organization.................................................................12
         Section 3.2       Office................................................................................12
         Section 3.3       Purpose...............................................................................12
         Section 3.4       Authority.............................................................................13
         Section 3.5       Title to Property of the Trust........................................................13
         Section 3.6       Powers and Duties of the Regular Trustees.............................................13
         Section 3.7       Prohibition of Actions by the Trust and the Trustees..................................17
         Section 3.8       Powers and Duties of the Property Trustee.............................................18
         Section 3.9       Certain Duties and Responsibilities of the Property Trustee...........................20
         Section 3.10      Certain Rights of Property Trustee....................................................21
         Section 3.11      Delaware Trustee......................................................................23
         Section 3.12      Execution of Documents................................................................23
         Section 3.13      Not Responsible for Recitals or Issuance of Securities................................23
         Section 3.14      Duration of Trust.....................................................................24
         Section 3.15      Mergers...............................................................................24
         Section 3.16      Property Trustee May File Proofs of Claim.............................................25

ARTICLE 4         THE SPONSOR....................................................................................26

         Section 4.1       Responsibilities of the Sponsor.......................................................26
         Section 4.2       Indemnification and Expenses of the Trustees..........................................27
         Section 4.3       Guarantee of Payment of Trust Obligations.............................................27

ARTICLE 5         THE HOLDER OF THE COMMON SECURITIES............................................................28

         Section 5.1       Notes Issuer's Acquisition of the Common Securities...................................28
         Section 5.2       Covenants of the Notes Issuer.........................................................28
         Section 5.3       Holder of the Common Securities.......................................................28
</TABLE>



                                        i
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<TABLE>
<CAPTION>
                                Table of Contents
                                  (Continued)

                                                                                                               Page

<S>                                                                                                              <C>
ARTICLE 6         THE TRUSTEES...................................................................................29

         Section 6.1       Number of Trustees....................................................................29
         Section 6.2       Delaware Trustee; Eligibility.........................................................29
         Section 6.3       Property Trustee; Eligibility.........................................................29
         Section 6.4       Qualifications of the Regular Trustees Generally......................................30
         Section 6.5       Initial Trustees......................................................................30
         Section 6.6       Appointment, Removal and Resignation of the Trustees..................................31
         Section 6.7       Vacancies among Trustees..............................................................32
         Section 6.8       Effect of Vacancies...................................................................32
         Section 6.9       Meetings..............................................................................32
         Section 6.10      Delegation of Power by the Regular Trustees...........................................33
         Section 6.11      Merger, Consolidation, Conversion or Succession to Business...........................33

ARTICLE 7         TERMS OF THE SECURITIES........................................................................33

         Section 7.1       General Provisions Regarding the Securities...........................................33
         Section 7.2       Distributions.........................................................................36
         Section 7.3       Redemption of Securities..............................................................38
         Section 7.4       Redemption Procedures.................................................................38
         Section 7.5       Voting Rights of the Preferred Securities.............................................39
         Section 7.6       Voting Rights of the Common Securities................................................41
         Section 7.7       Paying Agent..........................................................................42
         Section 7.8       Listing...............................................................................43
         Section 7.9       Transfer of the Securities............................................................43
         Section 7.10      Mutilated, Destroyed, Lost or Stolen Certificates.....................................44
         Section 7.11      Deemed Holders........................................................................44
         Section 7.12      Global Securities.....................................................................44
         Section 7.13      Authorized Denominations..............................................................46
         Section 7.14      [RESERVED]............................................................................46

ARTICLE 8         DISSOLUTION AND TERMINATION OF THE TRUST.......................................................46

         Section 8.1       Dissolution and Termination of the Trust..............................................46
         Section 8.2       Liquidation Distribution upon Dissolution of the Trust................................47

ARTICLE 9         LIMITATION OF LIABILITY OF HOLDERS OF THE SECURITIES, THE DELAWARE TRUSTEE AND OTHERS..........49

         Section 9.1       Liability.............................................................................49
         Section 9.2       Exculpation...........................................................................49
         Section 9.3       Fiduciary Duty........................................................................49
         Section 9.4       Indemnification.......................................................................50
         Section 9.5       Outside Businesses....................................................................51
</TABLE>



                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                Table of Contents
                                  (Continued)

                                                                                                               Page

<S>                                                                                                              <C>
ARTICLE 10        ACCOUNTING.....................................................................................52

         Section 10.1      Fiscal Year...........................................................................52
         Section 10.2      Certain Accounting Matters............................................................52
         Section 10.3      Banking...............................................................................52
         Section 10.4      Withholding...........................................................................52

ARTICLE 11        AMENDMENTS AND MEETINGS........................................................................53

         Section 11.1      Amendments............................................................................53
         Section 11.2      Meetings of the Holders of the Securities; Action by Written Consent..................55

ARTICLE 12        REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE...............................56

         Section 12.1      Representations and Warranties of the Property Trustee................................56
         Section 12.2      Representations and Warranties of the Delaware Trustee................................57

ARTICLE 13        MISCELLANEOUS..................................................................................58

         Section 13.1      Notices...............................................................................58
         Section 13.2      Governing Law.........................................................................59
         Section 13.3      Intention of the Parties..............................................................59
         Section 13.4      Headings..............................................................................59
         Section 13.5      Successors and Assigns................................................................59
         Section 13.6      Partial Enforceability................................................................59
         Section 13.7      Counterparts..........................................................................59
</TABLE>




Exhibit A.        Form of Preferred Securities Certificate

Exhibit B.        Form of Common Securities Certificate



                                      iii

<PAGE>



               FORM OF AMENDED AND RESTATED DECLARATION OF TRUST1

         This  Amended  and  Restated  Declaration  of  Trust  of  RC  Trust  II
("Declaration"),  dated as of  [        ,  ], by and among Raytheon  Company,  a
Delaware corporation, as Sponsor, [Richard A. Goglia][,        and        ],  as
the initial Regular  Trustees,  [The Bank of New York], as the initial  Property
Trustee, [The Bank of New York (Delaware)],  as the initial Delaware Trustee, as
Trustees,  and the Holders,  from time to time, of the  Securities  representing
undivided  beneficial  ownership  interests  in the  assets of RC Trust II to be
issued pursuant to this Declaration.

         WHEREAS,  certain of the Trustees and the Sponsor  established RC Trust
II (the "Trust"),  a business trust under the Business Trust Act,  pursuant to a
Declaration of Trust dated as of April 4, 2001 (the "Original Declaration"), and
a Certificate of Trust (the  "Certificate of Trust") filed with the Secretary of
State of the State of Delaware on April 4, 2001; and

         WHEREAS,  the exclusive purposes and functions of the Trust shall be to
issue the Securities (as defined herein) in exchange for the Notes issued by the
Notes Issuer (each as defined herein) and except as otherwise limited herein, to
engage in only those other activities necessary or incidental thereto; and

         WHEREAS,  the parties hereto,  by this  Declaration,  amend and restate
each and every term and provision of the Original Declaration.

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

                                   ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

         Section  1.1  Interpretation   and  Definitions.   Unless  the  context
otherwise requires:

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

--------
                  1 Certain additional  provisions and defined terms to be added
if the Trust were to issue  equity units  comprised  of (A) a purchase  contract
under which (i) the holder of the unit agrees to purchase from Raytheon  Company
and Raytheon  Company agrees to sell to the holder a certain number of shares of
its common stock  pursuant to a purchase  contract  agreement  and (ii) Raytheon
Company agrees to pay such holder  contract  adjustment  payments and (B) either
beneficial  ownership  of  (i) a  Preferred  Security  or  Note,  or in  certain
circumstances   following  the  occurrence  of  a  Tax  Event,  the  appropriate
applicable  ownership  interest of the treasury  portfolio or (ii) following any
remarketing  of  the  Preferred  Securities  pursuant  to  a  purchase  contract
agreement and a remarketing  agreement,  the appropriate Treasury  Consideration
(as defined in the purchase contract agreement).


<PAGE>

                  (b) a term defined anywhere in this Declaration shall have the
same meaning throughout;

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

                  (d) all references in this Declaration to Articles,  Sections,
Recitals  and  Exhibits  shall be to Articles  and  Sections of, or Recitals and
Exhibits to, this Declaration unless otherwise specified;

                  (e)  unless  otherwise  defined  in this  Declaration,  a term
defined in the Trust  Indenture  Act of 1939,  as amended (the "Trust  Indenture
Act"), shall have the same meaning when used in this Declaration;

                  (f) a reference to the singular  shall  include the plural and
vice versa,  and a reference to any  masculine  form of a term shall include the
feminine or neuter form of a term, as applicable; and

                  (g) the following terms shall have the following meanings:

                  "Affiliate"  of any  specified  Person  shall  mean any  other
Person  directly or indirectly  controlling or controlled by, or under direct or
indirect  common control with, such specified  Person.  For the purposes of this
definition,  "control" when used with respect to any specified Person shall mean
the power to direct the  management  and  policies of such  Person,  directly or
indirectly,  whether through the ownership of voting securities,  by contract or
otherwise;  and the terms  "controlling"  and  "controlled"  shall have meanings
correlative to the foregoing.

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

                  "Beneficial  Owner"  shall  mean,  with  respect  to a  Global
Security,  a Person who is the beneficial  owner of such book-entry  interest as
reflected on the books of the Depositary or on the books of a Person maintaining
an account with such Depositary  (directly as a Depositary  Participant or as an
indirect  participant,  in each  case  in  accordance  with  the  rules  of such
Depositary).

                  "Beneficiaries"  shall have the  meaning  set forth in Section
4.3.

                  "Business  Day"  shall  mean any day  other  than a  Saturday,
Sunday or any other day on which banking  institutions  in the  Commonwealth  of
Massachusetts  are  authorized  or  obligated  by law or  executive  order to be
closed.

                  "Business  Trust Act" shall mean 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.


                                      -2-
<PAGE>

                  "Certificate"  shall mean a Common  Security  Certificate or a
Preferred Security Certificate.

                  "Clearing  Agency" shall mean an organization  registered as a
"Clearing  Agency" pursuant to Section 17A of the Exchange Act that is acting as
depository  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.

                  "Closing  Date"  shall  mean the date on which  the  Preferred
Securities are issued and sold.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended  from time to time,  or any  successor  legislation.  A  reference  to a
specific  section of the Code refers not only to such specific  section but also
to any corresponding provision of any federal tax statute enacted after the date
of this Declaration,  as such specific section or corresponding  provision is in
effect  on the  date  of  application  of the  provisions  of  this  Declaration
containing such reference.

                  "Commission"  shall  mean the  United  States  Securities  and
Exchange Commission.

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

                  "Common   Security   Certificate"   shall  mean  a  definitive
certificate  in  fully   registered   form   representing  a  Common   Security,
substantially in the form of Exhibit B hereto.

                  "Common Stock" shall mean the Common Stock, par value $.01, of
the Company.

                  "Company" shall mean Raytheon Company, a Delaware corporation,
the Sponsor, Notes Issuer, and the parent of the Trust.

                  "Compounded Distributions" shall have the meaning specified in
Section 7.2(b).

                  "Corporate  Trust Office"  shall mean the principal  office of
the Property  Trustee at which,  at any  particular  time,  its corporate  trust
business shall be administered,  which office at the date hereof is located at [
], Attn: [ ] or such other address as the Property Trustee may designate.

                  "Covered  Person"  shall  mean  (A)  any  officer,   director,
shareholder,  partner,  member,  representative,  employee  or  agent of (i) the
Sponsor,  (ii) the  Sponsor's  Affiliates,  (iii) the Trust or (iv) the  Trust's
Affiliates and (B) any Holder.

                  "Delaware   Trustee"  shall  mean  the  Trustee   meeting  the
eligibility requirements set forth in Section 6.2.

                  "Depositary"  shall mean, with respect to Securities  issuable
in whole or in part in the form of one or more  Global  Securities,  a  clearing
agency registered under the Exchange Act


                                      -3-
<PAGE>

that is designated to act as depositary for such Securities, and initially shall
be The Depository Trust Company.

                  "Depositary  Agreement"  shall  mean the  agreement  among the
Trust,  the Property Trustee and the Depositary dated as of the Closing Date, as
the same may be amended or supplemented from time to time.

                  "Depositary   Participant"   shall   mean  a  member   of,  or
participant in, the Depositary.

                  "Direct  Action"  shall have the meaning  specified in Section
3.8(e).

                  "Distribution"  shall  mean  a  distribution  payable  to  the
Holders in accordance with Section 7.2.

                  "Exchange Act" shall mean the Securities  Exchange Act of 1934
and any statute  successor  thereto,  in each case as amended from time to time,
and the rules and regulations of the Commission promulgated thereunder.

                  "First Delivery Date" shall have the meaning  specified in the
Underwriting Agreement.

                  "Fiscal  Year"  shall have the  meaning  specified  in Section
10.1.

                  "Foreign  Person"  shall mean any Person  that is not a United
States Person.

                  "Global  Certificate"  shall  have the  meaning  specified  in
Section 7.1(h).

                  "Global  Security"  shall  mean a  global  Preferred  Security
Certificate registered in the name of a Depositary or its nominee.

                  "Guarantee"  shall mean the  guarantee  of the Company for the
benefit of the beneficial holders of the Preferred Securities issued pursuant to
the Guarantee  Agreement,  dated as of [ , ], of the Sponsor,  as may be amended
from time to time, in respect of the Securities.

                  "Holder"  shall mean any  holder of  Preferred  Securities  or
Common  Securities,  as registered  on the books and records of the Trust,  such
holder  being a beneficial  owner within the meaning of the Business  Trust Act,
provided that in  determining  whether the Holders of the requisite  liquidation
amount of  Preferred  Securities  have voted on any matter  provided for in this
Declaration,  then for the purpose of such  determination  only (and not for any
other purpose hereunder),  if the Preferred Securities remain in the form of one
or more  Global  Securities  and if the  Depositary  that is the  holder of such
Global  Securities has sent an omnibus proxy to the Depositary  Participants  to
whose  accounts the Preferred  Securities  are credited on the record date,  the
term "Holders" shall mean such Depositary  Participants  acting at the direction
of the Beneficial Owners.


                                      -4-
<PAGE>

                  "Indemnified  Person" shall mean any Trustee, any Affiliate of
any Trustee, any Paying Agent, any officers, directors,  shareholders,  members,
partners,  employees,  representatives or agents of any Trustee,  Affiliate of a
Trustee or Paying Agent,  or any officer,  employee or agent of the Trust or any
of its Affiliates.

                  "Indenture" shall mean the indenture dated as of July 3, 1995,
as supplemented by a supplemental indenture relating to the Notes, dated as of [
, ],  between  the  Notes  Issuer  and  the  Indenture  Trustee  (including  the
provisions  of the Trust  Indenture Act that are deemed  incorporated  therein),
pursuant to which the Notes are to be issued.

                  "Indenture  Event of Default"  shall have the meaning given to
the term "Event of Default" in the Indenture.

                  "Indenture  Trustee"  shall  mean The Bank of New York,  a New
York banking corporation, in its capacity as trustee under the Indenture, or any
successor thereto.

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

                  "Investment Company Act" shall mean the Investment Company Act
of 1940,  as amended from time to time,  or any  successor  legislation  and the
rules and regulations of the Commission promulgated thereunder.

                  "Legal  Action"  shall have the meaning  specified  in Section
3.6(g).

                  "List of Holders" shall have the meaning  specified in Section
2.2(a).

                  "Majority  in  Liquidation   Amount"  shall  mean,  except  as
provided by the Trust Indenture Act, Holders of outstanding  Securities,  voting
together  as a  single  class,  or,  as the  context  may  require,  Holders  of
outstanding   Preferred   Securities  or  Holders  of  the  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  accumulated  and unpaid
Distributions  to the date upon which the voting  percentages are determined) of
all outstanding  Securities,  Preferred Securities or Common Securities,  as the
case may be.

                  "New  York  Stock  Exchange"  shall  mean the New  York  Stock
Exchange, Inc. or any successor thereto.  "Notes" shall mean the series of [name
of series of Notes issued  pursuant to  Indenture],  due [ ] to be issued by the
Notes Issuer under the Indenture and  exchanged for the  Securities  pursuant to
Section 3.6 and held by the Property Trustee.

                  "Notes Issuer" shall mean the Company or any successor  entity
in a  merger,  consolidation,  conversion,  amalgamation  or  replacement  by or
conveyance, transfer or lease of its properties substantially as an entirety, in
its capacity as issuer of the Notes under the Indenture.


                                      -5-
<PAGE>

                  "Obligations" shall have the meaning set forth in Section 4.3.

                  "Officers'  Certificate"  shall mean,  when  delivered  by the
Trust, a certificate  signed by a majority of the Regular  Trustees of the Trust
and, when delivered by the Sponsor,  a certificate signed by (A) the Chairman of
the Board,  President or a Vice  President of the Sponsor and (B) the Treasurer,
Assistant  Treasurer  or Secretary of the  Sponsor.  Any  Officers'  Certificate
delivered with respect to compliance  with a condition or covenant  provided for
in this Declaration shall include, where applicable:

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

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

                  (iii) 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

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

                  "Original Declaration" shall have the meaning specified in the
Recitals.

                  "Over-allotment  Option" shall mean the over-allotment  option
contained in the Underwriting Agreement.

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

                  "Payment Date" shall mean [                   ], of each year,
commencing [               ].

                  "Payment  Amount" shall have the meaning  specified in Section
7.2(c).

                  "Person" shall mean 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"  shall have the meaning  specified  in
Section 7.1(a).

                  "Preferred  Security  Certificate"  shall  mean  a  definitive
certificate  in  fully  registered  form  representing  a  Preferred   Security,
substantially in the form of Exhibit A.

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


                                      -6-
<PAGE>

                  "Property  Account"  shall  mean  a  segregated   non-interest
bearing trust account 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" within the meaning of Rule 436(g)(2) under the Securities Act.

                  "Property   Trustee"  shall  mean  the  Trustee   meeting  the
eligibility requirements set forth in Section 6.3.

                  "Pro Rata" shall mean pro rata to each Holder according to the
aggregate  liquidation  amount of the Securities held by such Holder in relation
to the aggregate liquidation amount of all Securities outstanding.

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

                  "Quotation  Agent"  shall  mean any  Primary  Treasury  Dealer
selected by the Sponsor to act as the quotation  agent in connection  with a Tax
Event Redemption.

                  "Redemption/Distribution   Notice"   shall  have  the  meaning
specified in Section 7.4(a).

                  "Redemption  Price"  shall  mean  the  amount  for  which  the
Securities will be redeemed  pursuant to the Indenture,  which amount will equal
the  lesser of (i) the  redemption  price  paid by the Notes  Issuer to repay or
redeem,  in whole but not in part,  the Notes  held by the Trust  plus an amount
equal to accumulated and unpaid  Distributions  on such  Securities  through the
date of their  redemption or the Tax Event  Redemption Date in the case of a Tax
Event  Redemption  or (ii) the  amount  received  by the Trust in respect of the
Notes so repaid or redeemed.

                  "Regular  Trustee"  shall mean any  trustee of the Trust other
than the Property Trustee and the Delaware Trustee.

                  "Responsible Officer" shall mean, with respect to the Property
Trustee,  any officer  within the  corporate  trust  department  of the Property
Trustee,  including any vice  president,  assistant  vice  president,  assistant
treasurer,  trust  officer or any other  officer  of the  Property  Trustee  who
customarily  performs functions similar to those performed by persons who at the
time  shall  be  officers,  or who  shall  have  direct  responsibility  for the
administration  of this  Declaration  and also  shall  mean,  with  respect to a
particular  corporate  trust  matter,  any other  officer to whom such matter is
referred due to that officer's  knowledge of and familiarity with the particular
subject.

                  "Rule 3a-5" shall mean Rule 3a-5 under the Investment  Company
Act or any successor rule thereunder.

                  "Second Delivery Date" shall have the meaning specified in the
Underwriting Agreement.

                  "Securities"   shall  mean  the  Common   Securities  and  the
Preferred Securities.


                                      -7-
<PAGE>

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended  from  time to time,  or any  successor  legislation  and the  rules and
regulations of the Commission promulgated thereunder.

                  "Security  Registrar"  shall  have the  meaning  specified  in
Section 7.9(a)(iii).

                  "Sponsor" shall mean the Company or any successor  entity in a
merger, consolidation, conversion, amalgamation or replacement by or conveyance,
transfer  or  lease  of its  properties  substantially  as an  entirety,  in its
capacity as sponsor of the Trust.

                  "Successor  Delaware Trustee" shall have the meaning specified
in Section 6.6(b).

                  "Successor Entity" shall have the meaning specified in Section
3.15(b)(i).

                  "Successor  Property Trustee" shall have the meaning specified
in Section 6.6(b).

                  "Successor  Security"  shall  have the  meaning  specified  in
Section 3.15(b)(i)(B).

                  "Supermajority"  shall have the meaning  specified  in Section
2.6(b)(ii).

                  "Tax  Event"  shall mean the  receipt by the  Sponsor  and the
Trust of an opinion  of  counsel,  rendered  by a law firm  having a  recognized
national tax  practice,  to the effect that,  as a result of any  amendment  to,
change  in or  announced  proposed  change  in  the  laws  (or  any  regulations
thereunder)  of  the  United  States  or any  political  subdivision  or  taxing
authority  thereof or  therein,  or as a result of any  official  administrative
decision,  pronouncement,  judicial decision or action  interpreting or applying
such laws or  regulations,  which  amendment  or change  is  effective  or which
proposed change, pronouncement,  action or decision is announced on or after the
Closing Date, there is more than an insubstantial  increase in the risk that (i)
the Trust is, or within 90 days of the date of such opinion will be,  subject to
United States federal  income tax with respect to income  received or accrued on
the Notes,  (ii)  interest (or  original  issue  discount)  payable by the Notes
Issuer on the Notes is not, or within 90 days of the date of such  opinion  will
not be,  deductible by the Notes Issuer,  in whole or in part, for United States
federal  income  tax  purposes,  or (iii) the Trust is, or within 90 days of the
date of such opinion will be,  subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

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

                  "Tax Event  Redemption  Date" shall mean the date specified by
the  Notes  Issuer  on which the  Notes  are  redeemed  pursuant  to a Tax Event
Redemption pursuant to the Indenture.

                  "10% in Liquidation  Amount" shall mean, except as provided 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 accumulated and unpaid Distributions to the date
upon which the voting percentages are determined) of all outstanding  Securities
of the relevant class.


                                      -8-
<PAGE>

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

                  "Trust"  shall  have the  meaning  specified  in the  Recitals
hereto.

                  "Trust  Enforcement  Event" in respect of the Securities shall
mean that an  Indenture  Event of Default  has  occurred  and is  continuing  in
respect of the Notes.

                  "Trust  Indenture  Act" shall mean the Trust  Indenture Act of
1939, as amended from time to time, or any successor  legislation  and the rules
and regulations of the Commission promulgated thereunder.

                  "Trustee" or "Trustees" shall mean each Person that has signed
this  Declaration  as a trustee,  so long as such Person  continues in office in
accordance  with the terms hereof,  and all other Persons that from time to time
may 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.

                  "United  States  Person" shall mean a United States person for
United States federal income tax purposes.

                  "Underwriters"  shall  have  the  meaning  set  forth  in  the
Underwriting Agreement.

                  "Underwriting Agreement" means the Terms Agreement dated as of
[ , ] between the Company and the Underwriters  named therein,  which amends and
incorporates by reference the Company's form of Underwriting Agreement.

                                   ARTICLE 2

                               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,  to the
extent applicable, shall be governed by such provisions.

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

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

                  (d)  The  application  of the  Trust  Indenture  Act  to  this
Declaration  shall not affect the Trust's  classification as a grantor trust for
United States federal income tax purposes


                                      -9-
<PAGE>

and  shall  not  affect  the  nature  of the  Securities  as  equity  securities
representing  undivided  beneficial  ownership  interests  in the  assets of the
Trust.

         Section 2.2 Lists of Holders of the Securities.

                  (a) Each of the Sponsor and the Regular  Trustees on behalf of
the  Trust  shall  provide  the  Property  Trustee  with a list of the names and
addresses of the Holders of the Securities in such form as the Property  Trustee
may reasonably require ("List of Holders") (i) as of the record date relating to
the payment of any  Distribution,  at least [one] Business Day prior to the date
for payment of such  Distribution,  except while the  Preferred  Securities  are
represented by one or more Global Securities, and (ii) at any other time, within
30 days of receipt by the Trust of a written  request from the Property  Trustee
for a List of  Holders  as of a date no more  than 15 days  before  such List of
Holders is provided to the Property Trustee.  If at any time the List of Holders
does not differ from the most recent  List of Holders  provided to the  Property
Trustee by the  Sponsor and the  Regular  Trustees on behalf of the Trust,  then
neither the Sponsor nor the Regular  Trustees shall be obligated to deliver such
List of Holders. The Property Trustee shall preserve, in as current a form as is
reasonably  practicable,  all information contained in Lists of Holders provided
to it or that it  receives in its  capacity  as Paying  Agent (if acting in such
capacity);  provided  that the Property  Trustee may destroy any List of Holders
previously provided to it on receipt of a new List of Holders.

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

         Section 2.3 Reports by the Property  Trustee.  Within 60 days after [ ]
of each year (commencing with the year of the first  anniversary of the issuance
of the Preferred Securities),  the Property 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 Property  Trustee also shall comply with the
requirements of Section 313(d) of the Trust Indenture Act.

         Section  2.4  Periodic  Reports to the  Property  Trustee.  Each of the
Sponsor  and the Regular  Trustees  on behalf of the Trust shall  provide to the
Property Trustee such documents,  reports and information as required by Section
314 of the Trust Indenture Act (if any) and the compliance  certificate required
by Section 314 of the Trust  Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

         Section 2.5 Evidence of Compliance with Conditions  Precedent.  Each of
the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such evidence of compliance with any conditions  precedent,  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 Trust Enforcement Events; Waiver.

                  (a) An  Indenture  Event of  Default  constitutes  an event of
default under this Declaration with respect to the Securities.


                                      -10-
<PAGE>

                  (b) The  Holders of a Majority  in  Liquidation  Amount of the
Preferred  Securities may waive,  by vote or written  consent,  on behalf of the
Holders of all of the Preferred Securities,  any past Trust Enforcement Event in
respect of the Preferred  Securities and its consequences,  provided that if the
underlying Indenture Event of Default:

                  (i) is not  waivable  under  the  Indenture,  then  the  Trust
         Enforcement  Event under this  Declaration  also shall not be waivable;
         and

                  (ii)  requires  the vote or consent of the  holders of greater
         than a majority in principal amount of the Notes (a "Supermajority") to
         be waived under the  Indenture,  the related  Trust  Enforcement  Event
         under  this  Declaration  only may be  waived  by the  vote or  written
         consent of the Holders of at least the same  Supermajority in aggregate
         stated liquidation amount of the Preferred Securities outstanding.

         The  foregoing  provisions  of this Section  2.6(b) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act, and 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
Trust Enforcement  Event in respect of the Preferred  Securities shall be deemed
to have been  cured for every  purpose  of this  Declaration  and the  Preferred
Securities,  but no such waiver  shall extend to any  subsequent  or other Trust
Enforcement  Event with respect to the Preferred  Securities or impair any right
consequent thereon.  Any waiver by the Holders of the Preferred  Securities of a
Trust Enforcement  Event with respect to the Preferred  Securities also shall be
deemed to  constitute  a waiver by the Holders of the Common  Securities  of any
such Trust  Enforcement  Event 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.

                  (c) The  Holders of a Majority  in  Liquidation  Amount of the
Common  Securities  may  waive,  by vote or  written  consent,  any  past  Trust
Enforcement  Event in  respect of the Common  Securities  and its  consequences,
provided that if the underlying Indenture Event of Default is not waivable under
the  Indenture,  then,  except  where the Holders of the Common  Securities  are
deemed to have waived such Trust  Enforcement  as provided below in this Section
2.6(c),  the related Trust  Enforcement  Event under this Declaration also shall
not be waivable.  The Holders of the Common  Securities  shall be deemed to have
waived any and all Trust Enforcement  Events in respect of the Common Securities
and the consequences  thereof until all Trust  Enforcement  Events in respect of
the Preferred Securities shall have been cured, waived or otherwise  eliminated.
Until all Trust Enforcement Events in respect of the Preferred  Securities shall
have been so cured, waived or otherwise  eliminated,  the Property Trustee shall
be deemed  to be  acting  solely  on  behalf  of the  Holders  of the  Preferred
Securities,  and only the  Holders of the  Preferred  Securities  shall have the
right to direct the Property Trustee.  The foregoing  provisions of this Section
2.6(c) shall be in lieu of Sections  316(a)(1)(A)  and 316(a)(1)(B) of the Trust
Indenture Act, and 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(c),  upon such cure,  waiver or other  elimination,  any Trust
Enforcement  Event in respect of the Common  Securities  shall be deemed to have
been cured for every purpose of this Declaration and the Common Securities,  but
no such waiver shall extend to any subsequent or other Trust  Enforcement  Event
with respect to the Common Securities or impair any right consequent thereon.


                                      -11-
<PAGE>

                  (d) A waiver  of an  Indenture  Event  of  Default  under  the
Indenture  by the  Property  Trustee  at the  direction  of the  Holders  of the
Preferred  Securities  shall  constitute  a waiver  of the  corresponding  Trust
Enforcement Event under this Declaration.  Any such waiver by the Holders of the
Preferred  Securities also shall be deemed to constitute a waiver by the Holders
of the Common Securities of any such Trust Enforcement Event 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.  The  foregoing
provisions of this Section  2.6(d) shall be in lieu of Section  316(a)(1)(B)  of
the Trust Indenture Act, and 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 Trust Enforcement Event; Notice.

                  (a) Within 90 days after the occurrence of a Trust Enforcement
Event  actually  known to a  Responsible  Officer of the Property  Trustee,  the
Property  Trustee shall transmit by mail,  first class postage  prepaid,  to the
Holders of the Securities,  notice of such Trust Enforcement Event,  unless such
Trust Enforcement  Event has been cured before the giving of such notice,  which
notice shall  specify the  Indenture  Event of Default  giving rise to the Trust
Enforcement  Event and that the Indenture  Event of Default also  constitutes an
event of default under this Declaration;  provided that, except for a default in
the  payment of  principal  of (or  premium,  if any) or  interest on any of the
Notes, the Property Trustee shall be protected in withholding such notice if and
so  long  as a  Responsible  Officer  of the  Property  Trustee  in  good  faith
determines  that the  withholding  of such  notice  is in the  interests  of the
Holders of the Securities.

                  (b) The Property Trustee shall not be deemed to have knowledge
of any Trust  Enforcement  Event except for any default as to which the Property
Trustee shall have received written notice or of which a Responsible  Officer of
the Property Trustee charged with the  administration  of this Declaration shall
have actual knowledge.

                                    ARTICLE 3

                                  ORGANIZATION

         Section 3.1 Name and Organization.  The Trust hereby continued is named
"RC Trust  II," as such name may be  modified  from time to time by the  Regular
Trustees following written notice to the Holders of the 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
141 Spring Street, Lexington, Massachusetts 02421. On ten Business Days' written
notice to the Holders of the  Securities,  the Regular  Trustees  may  designate
another principal office.

         Section 3.3 Purpose.  The exclusive purposes and functions of the Trust
are (a) to acquire the Notes with the proceeds of the sale of the Securities and
(b) except as otherwise limited herein, to engage in only those other activities
necessary or incidental  thereto.  The Trust shall not borrow money, issue debt,
reinvest  proceeds  derived  from  investments,  pledge  any  of


                                      -12-
<PAGE>

its assets or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be  classified as a grantor trust for United States
federal income tax purposes.

         By the acceptance of this Trust, none of the Trustees, the Sponsor, the
Holders of the Preferred  Securities or the Common  Securities or the Beneficial
Owners of the  Preferred  Securities  will take any position that is contrary to
the  classification  of the Trust as a grantor trust for United  States  federal
income tax purposes.

         Section 3.4 Authority.

                  (a) Subject to the  limitations  provided in this  Declaration
and to the specific duties of the Property  Trustee,  the Regular Trustees shall
have  exclusive  authority  to carry out the  purposes of the Trust.  Any action
taken by the Regular  Trustees in accordance with their powers shall  constitute
the act of and  shall  serve  to bind the  Trust,  and any  action  taken by the
Property  Trustee in accordance with its powers shall  constitute the act of and
shall 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.

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

                  (c)  Except as  otherwise  required  by  applicable  law,  any
Regular Trustee may delegate to any other natural person over the age of 21 that
is a United States Person, by power of attorney  consistent with applicable law,
his or her power for the  purposes  of signing  any  documents  that the Regular
Trustees  have power and  authority  to cause the Trust to execute  pursuant  to
Section 3.6.

         Section  3.5 Title to  Property  of the Trust.  Except as  provided  in
Section 3.8 with respect to the Notes and the  Property  Account or as otherwise
provided  in this  Declaration,  legal title to all assets of the Trust shall be
vested in the Trust. The Holders of the Securities shall not have legal title to
any  part of the  assets  of the  Trust  but  shall  have  undivided  beneficial
ownership interests in the assets of the Trust.

         Section  3.6 Powers and Duties of the  Regular  Trustees.  The  Regular
Trustees shall have the exclusive  power,  duty and authority to cause the Trust
to engage in the following activities:

                  (a) to acquire the Notes with the  proceeds of the sale of the
Securities in accordance with this Declaration  (including,  without limitation,
to execute,  deliver and perform the Purchase and Subscription  Agreement, to be
dated as of [        ,  ], between the Sponsor and the Trust); provided that:

                  (i) the Trust may issue no more than one  series of  Preferred
         Securities and no more than one series of Common Securities;


                                      -13-
<PAGE>

                  (ii) there shall be no  interests  in the Trust other than the
         Securities; and

                  (iii) the  issuance  of the  Securities  shall be limited to a
         one-time, simultaneous issuance of both Preferred Securities and Common
         Securities on the Closing  Date,  subject to the issuance of additional
         Securities pursuant to the exercise of any Over-allotment Option;

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

                  (i) assist in the  preparation  of a prospectus in preliminary
         and final form  prepared by the Sponsor in relation to the offering and
         sale of  Preferred  Securities  and to  assist in the  preparation  and
         filing with the  Commission,  on behalf of the Trust, of a registration
         statement  on Form  S-3,  or on  another  appropriate  form,  including
         without limitation any registration  statement under Rule 462(b) of the
         Securities  Act,  in  relation  to the  Preferred  Securities  and  the
         Guarantee,  including any  pre-effective or  post-effective  amendments
         thereto and  including  any  supplements  or  amendments to the form of
         prospectus  included therein, as permitted by the rules and regulations
         of the Commission;

                  (ii) execute and file,  on behalf of the Trust,  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) at the  direction of the Sponsor,  execute and file,  on
         behalf of the Trust, any application, statement, certificate, agreement
         or other  instrument,  prepared by the  Sponsor,  to the New York Stock
         Exchange,  or any other  national  securities  exchange  or the  Nasdaq
         National Market for listing or quotation of the Preferred Securities;

                  (iv) to execute and deliver letters, documents, or instruments
         with any Clearing Agencies relating to the Preferred Securities;

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

                  (vi) to cause the  Trust to enter  into  such  agreements  and
         arrangements  as may be necessary or desirable in  connection  with the
         sale  of  Preferred  Securities  to the  underwriters  thereof  and the
         consummation  thereof,  and to take all action as may be  necessary  or
         desirable in connection with the consummation thereof;

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

                  (d) to give  the  Sponsor  and  the  Property  Trustee  prompt
written  notice of the  occurrence  of a Tax Event;  provided  that the  Regular
Trustees  shall consult with the Sponsor and


                                      -14-
<PAGE>

the  Property  Trustee  before  taking or  refraining  from taking any action in
relation to any such Tax Event;

                  (e) to  establish a record date with respect to all actions to
be taken hereunder that require a record date to be  established,  including and
with respect to, for the purposes of Section 316(c) of the Trust  Indenture Act,
Distributions,  voting rights,  redemptions and exchanges, and to issue relevant
notices to the  Holders of the  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 this Declaration and
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 Property 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 to conduct only those  services that the Regular  Trustees have
authority  to conduct  directly,  and to pay  reasonable  compensation  for such
services,  provided  that any Person so employed  or engaged is a United  States
Person;

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

                  (j) to give to the Property  Trustee the certificate  required
by Section  314(a)(4)  of the Trust  Indenture  Act,  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  or to  appoint a Paying  Agent for the
Securities  as  provided  in  Section  3.8 except for such time as such power to
appoint a Paying Agent is vested in the Property Trustee;

                  (m) if  applicable,  to  give  prompt  written  notice  to the
Property  Trustee and to the Holders of any notice received from the Note Issuer
of its  election to defer  payments of  interest on the Notes by  extending  the
interest payment period under the Indenture;

                  (n) to take all action that may be  necessary  or  appropriate
for the preservation  and  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  Securities or
to enable the Trust to effect the purposes for which it was created;

                  (o) to take any action not  inconsistent  with applicable law,
this  Declaration,  the  Certificate  of  Trust  or  the  amended  and  restated
certificate  of  incorporation  of the Company,


                                      -15-
<PAGE>

as in effect from time to time,  that the Regular  Trustees  determine  in their
discretion  to be  necessary  or  desirable  in carrying  out the  purposes  and
functions  of the Trust as set forth in  Section  3.3 or the  activities  of the
Trust as set forth in this Section 3.6, including:

                  (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 as a grantor trust for
         United States federal income tax purposes; and

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

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

                  (q) to prepare, execute and file a certificate of cancellation
of the Trust's Certificate of Trust, if at all, pursuant to Section 8.1(b);

                  (r)  in   connection   with  the  issuance  of  the  Preferred
Securities,  to execute,  deliver and perform the Depositary Agreement on behalf
of the Trust;

                  (s) if and to the  extent  that the  Sponsor  on behalf of the
Trust has not  already  done so, to cause  the  Trust to enter  into such  other
agreements and  arrangements as may be necessary or desirable in connection with
the sale of the Preferred  Securities to the  Underwriters  and the consummation
thereof,  and to  take  all  action,  and  exercise  all  discretion,  as may be
necessary or desirable in connection with the consummation thereof; and

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

         The  Regular  Trustees  shall  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 have no power
to, and shall not,  take any action that is  inconsistent  with the purposes and
functions of the Trust set forth in Section 3.3.

         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.

         Subject to this Section 3.6,  the Regular  Trustees  shall have none of
the powers or the  authority of the  Property  Trustee set forth in Section 3.8.
Any expenses incurred by the Regular Trustees pursuant to this Section 3.6 shall
be reimbursed by the Notes Issuer.


                                      -16-
<PAGE>

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

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

                  (i) invest any  proceeds  received by the Trust in  connection
         with  its  ownership  of the  Notes,  but  shall  cause  the  Trust  to
         distribute all such proceeds to the Holders of the Securities  pursuant
         to the terms of this Declaration and of the Securities;

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

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

                  (iv) make any loans or incur any indebtedness;

                  (v)  possess  any power or  otherwise  act in such a way as to
         vary the Trust's assets;

                  (vi)  possess any power or  otherwise  act in such a way as to
         vary the terms of the Securities in any way  whatsoever  (except to the
         extent expressly  authorized in this Declaration or by the terms of the
         Securities);

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

                  (viii)  other than as provided in this  Declaration  or by the
         terms of the  Securities,  (A)  direct  the time,  method  and place of
         exercising any trust or power conferred upon the Indenture Trustee with
         respect to the Notes, (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  Notes  shall  be due and
         payable or (D) consent to any amendment, modification or termination of
         the  Indenture or the Notes where such consent is required,  unless the
         Trust has  received  an opinion  of  counsel  to the  effect  that such
         modification  will not cause more than an  insubstantial  risk that the
         Trust  will not be  classified  as a grantor  trust for  United  States
         federal income tax purposes;

                  (ix) take any action inconsistent with the status of the Trust
         as grantor trust for United States federal income tax purposes;

                  (x) revoke any action  previously  authorized  or  approved by
         vote of the Holders of the Preferred Securities; or

                  (xi)  after  the  date  hereof,  enter  into any  contract  or
         agreement  (other than any  depositary  agreement or any agreement with
         any securities  exchange or automated  quotation  system) that does not
         expressly  provide that the Holders of Preferred  Securities,  in their
         capacities  as such,  have limited  liability (in  accordance  with the
         provisions  of  the


                                      -17-
<PAGE>

         Business Trust Act) for the  liabilities  and obligations of the Trust,
         which express provision shall be in substantially the following form:

                  The Holders of the Preferred  Securities,  in their capacities
                  as such, shall not be personally liable for any liabilities or
                  obligations  of the Trust arising out of this  Agreement,  and
                  the  parties  hereto  hereby  agree  that the  Holders  of the
                  Preferred  Securities,  in their  capacities as such, shall be
                  entitled to the same limitation of personal liability extended
                  to stockholders of private  corporations  for profit organized
                  under the General Corporation Law of the State of Delaware.

         The failure to include such language  shall not cause any such contract
         or agreement to be ultra vires.

         Section 3.8 Powers and Duties of the Property Trustee.

                  (a) The legal title to the Notes shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the Trust
and the Holders of the Securities. The right, title and interest of the Property
Trustee to the Notes shall vest  automatically in each Person that hereafter may
be appointed as Property  Trustee in accordance with Section 6.6. To the fullest
extent  permitted by law, such vesting and cessation of title shall be effective
whether  or not  conveyancing  documents  with  regard  to the  Notes  have been
executed and delivered.

                  (b) The Property  Trustee shall not transfer its right,  title
and interest in the Notes to the Regular  Trustees  nor to the Delaware  Trustee
(if the Property Trustee does not also act as Delaware Trustee).

                  (c) The Property Trustee shall:

                  (i) establish and maintain the Property Account in the name of
         and under the  exclusive  control of the Property  Trustee on behalf of
         the  Holders of the  Securities  and,  upon the  receipt of payments of
         funds  made in  respect  of the  Notes,  deposit  such  funds  into the
         Property  Account and make  payments  to the Holders of the  Securities
         from the Property  Account in accordance with Section 7.2 (funds in the
         Property  Account to be held  uninvested  until disbursed in accordance
         with this Declaration);

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

                  (iii) upon  written  direction  by the Sponsor to dissolve the
         Trust, to engage in such  ministerial  activities as shall be necessary
         or appropriate to effect the  distribution  of the Notes to the Holders
         of the Securities in exchange for the Securities.

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


                                      -18-
<PAGE>

                  (e) The  Property  Trustee  shall take any Legal  Action  that
arises out of or in  connection  with (i) a Trust  Enforcement  Event of which a
Responsible  Officer of the  Property  Trustee has actual  knowledge or (ii) the
Property  Trustee's  duties and obligations  under this Declaration or the Trust
Indenture Act;  provided that if a Trust  Enforcement  Event has occurred and is
continuing and such event is  attributable to the failure of the Notes Issuer to
pay interest or principal on the Notes on the date such interest or principal is
otherwise  payable,  then a Holder  of  Preferred  Securities  may  institute  a
proceeding  directly  against the Notes Issuer to enforce payment to such Holder
of the principal or interest on Notes having an aggregate principal amount equal
to the aggregate  liquidation amount of the Preferred  Securities of such Holder
(a "Direct Action"); provided, further, if the Property Trustee fails to enforce
its rights under the Notes in respect of an Indenture  Event of Default  after a
Holder of  Preferred  Securities  has made a written  request  that the Property
Trustee so enforce its rights,  such Holder of Preferred  Securities may, to the
fullest  extent  permitted  by  applicable  law,  institute  a legal  proceeding
directly  against the Notes Issuer to enforce the rights of the Property Trustee
under the Indenture without first proceeding against the Property Trustee or any
other Person.

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

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

                  (ii) a Successor  Property  Trustee has been appointed and has
         accepted that appointment in accordance with Section 6.6.

                  (g) The  Property  Trustee  shall  have  the  legal  power  to
exercise all of the rights, powers and privileges of a holder of Notes under the
Indenture  (including,  without  limitation,  the right,  as sole  holder of the
Notes,  to declare the principal of and interest on the Notes, to be immediately
due  and  payable,  pursuant  to the  terms  of the  Indenture)  and if a  Trust
Enforcement  Event  actually  known to a  Responsible  Officer  of the  Property
Trustee occurs and is continuing,  the Property  Trustee shall enforce,  for the
benefit of Holders of the Securities,  its rights as holder of the Notes subject
to the rights of the  Holders  of the  Securities  pursuant  to the terms of the
Securities.

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

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

         The  Property  Trustee  shall  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


                                      -19-
<PAGE>

Property  Trustee shall have no power to, and shall not, take any action that is
inconsistent  with the  purposes  and  functions of the Trust set out in Section
3.3.

         Section  3.9  Certain  Duties  and   Responsibilities  of  the
Property Trustee.

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

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

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

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

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

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

                  (iii) the Property Trustee shall not be liable with respect to
         any action  taken or omitted to be taken by it without  negligence,  in
         good faith in accordance  with the


                                      -20-
<PAGE>

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

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

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

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

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

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

         Section 3.10 Certain Rights of Property Trustee.

                  (a) Subject to the provisions of Section 3.9:

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

                  (ii) Any direction or act of the Sponsor  contemplated by this
         Declaration   shall  be   sufficiently   evidenced   by  an   Officers'
         Certificate.


                                      -21-
<PAGE>

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

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

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

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

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

                  (viii) The  Property  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, provided that any
         such action (other than  ministerial  action)  executed or performed by
         such agent or  attorney  is  executed  or  performed  by an agent or an
         attorney that is a United States Person, and the Property Trustee shall
         not be responsible  for any misconduct or negligence on the part of any
         agent or attorney appointed with due care by it hereunder.


                                      -22-
<PAGE>

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

                  (x) Whenever in the  administration  of this  Declaration  the
         Property Trustee shall deem it desirable to receive  instructions  with
         respect to  enforcing  any  remedy or right or taking any other  action
         hereunder,  the Property Trustee (A) 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  Property  Trustee  under  this
         Declaration in respect of such remedy, right or action, (B) may refrain
         from  enforcing  such remedy or right or taking such other action until
         such   instructions   are  received  and  (C)  shall  be  protected  in
         conclusively relying on or acting in accordance with such instructions.

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

                  (xii) The Property  Trustee shall not be liable for any action
         taken,  suffered  or omitted to be taken by it without  negligence,  in
         good faith and reasonably believed by it to be authorized or within the
         discretion, rights or powers conferred upon it by this Declaration.

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

         Section 3.11 Delaware Trustee.  Notwithstanding  any other provision of
this  Declaration  other than Section 6.2,  the  Delaware  Trustee  shall not be
entitled to exercise any powers of, nor shall the  Delaware  Trustee have any of
the duties and responsibilities of, the Regular Trustees or the Property Trustee
described in this Declaration.  Except as set forth in Section 6.2, the Delaware
Trustee shall be a Trustee for the sole and limited  purpose of  fulfilling  the
requirements  of Section  3807 of the  Business  Trust Act and shall be a United
States Person.

         Section 3.12  Execution of Documents.  Except as otherwise  required by
applicable  law, any Regular  Trustee is  authorized to execute on behalf of the
Trust any  documents  that the Regular  Trustees have the power and authority to
execute pursuant to Section 3.6.

         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,


                                      -23-
<PAGE>

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,  the Securities,  the Notes or the
Indenture.

         Section 3.14 Duration of Trust.  The Trust shall exist until  dissolved
pursuant to the provisions of Article 8 hereof.

         Section 3.15 Mergers.

                  (a) The Trust may not  consolidate  with,  amalgamate or merge
with or into,  be replaced by or convey,  transfer or lease its  properties  and
assets  substantially  as an  entirety  to any Person,  except as  described  in
Section 3.15(b) and (c) or Article 8.

                  (b) At the  request of the Sponsor and 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 Preferred Securities, the
Delaware  Trustee  or the  Property  Trustee,  the Trust may  consolidate  with,
amalgamate  or merge with or into,  be replaced by or convey,  transfer or lease
its properties  substantially  as an entirety to a trust organized as such under
the laws of any state; provided that:

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

                           (A)      expressly  assumes all of the obligations of
                                    the Trust with respect to the Securities; or

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

                  (ii) the Notes  Issuer  expressly  appoints  a trustee of such
         Successor  Entity  that  possesses  the same  powers  and duties as the
         Property Trustee as the holder of the Notes;

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

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

                  (v) such  consolidation,  amalgamation,  merger,  replacement,
         conveyance,  transfer  or lease does not  adversely  affect the rights,
         preferences  and privileges of the


                                      -24-
<PAGE>

         Holders  of  the   Preferred   Securities   (including   any  Successor
         Securities)  in any  material  respect  other than with  respect to any
         dilution of the Holders' interest in the new entity;

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

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

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

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

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

                  (viii) the Sponsor or any permitted successor or assignee owns
         all of the common  securities of such  Successor  Entity and guarantees
         the   obligations  of  such   Successor   Entity  under  the  Successor
         Securities, at least to the extent provided by the Guarantee; and

                  (ix)  such  Successor  Entity  expressly  assumes  all  of the
         obligations of the Trust.

                  (c)  Notwithstanding  Section  3.15(b),  the Trust  shall not,
except with the consent of Holders of 100% in  aggregate  liquidation  amount of
the Securities,  consolidate with, amalgamate or merge with or into, be replaced
by or convey,  transfer or lease its properties and assets  substantially  as an
entirety to, any other entity or permit any other  entity to  consolidate  with,
amalgamate,   merge  with  or  into,  or  replace  it,  if  such  consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or any Successor Entity to be classified as other than a grantor trust for
United  States  federal  income  tax  purposes  or would  cause  any  Holder  of
Securities  not to be  treated  as  owning  an  undivided  beneficial  ownership
interest in the Notes.

         Section 3.16 Property  Trustee May File Proofs of Claim. In case of the
pendency   of   any   receivership,    insolvency,   liquidation,    bankruptcy,
reorganization,  arrangement,  adjustment,


                                      -25-
<PAGE>

composition or other similar  judicial  proceeding  relative to the Trust or any
other obligor upon the  Securities or the property of the Trust or of such other
obligor or their creditors,  the Property  Trustee  (irrespective of whether any
Distributions on the Securities are then due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Property Trustee has
made any  demand  on the Trust for the  payment  of any past due  Distributions)
shall be entitled  and  empowered,  to the fullest  extent  permitted by law, by
intervention in such proceeding or otherwise:

                  (a) to file and  prove a claim  for the  whole  amount  of any
Distributions  owing  and  unpaid  in  respect  of the  Securities  (or,  if the
Securities  are  original  issue  discount  securities,   such  portion  of  the
liquidation  amount as may be specified in the terms of such  securities) and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Property Trustee  (including any claim for the reasonable
compensation,  expenses, disbursements and advances of the Property Trustee, its
agents  and  counsel)  and of the  Holders  of the  Securities  allowed  in such
judicial proceeding; and

                  (b) to  collect  and  receive  any  moneys  or other  property
payable or  deliverable  on any such claims and to distribute  the same; and any
custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator  or  other
similar  official in any such judicial  proceeding is hereby  authorized by each
Holder of Securities  to make such payments to the Property  Trustee and, in the
event the Property Trustee  consents to the making of such payments  directly to
the Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation,  expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

         Nothing  herein  contained  shall be deemed to  authorize  the Property
Trustee to authorize  or consent to or accept or adopt,  on behalf of any Holder
of  Securities,   any  plan  of  reorganization,   arrangement,   adjustment  or
compensation  affecting the Securities or the rights of any Holder thereof or to
authorize the Property  Trustee to vote in respect of the claim of any Holder of
Securities in any such proceeding.

                                    ARTICLE 4

                                   THE SPONSOR

         Section 4.1  Responsibilities  of the Sponsor.  In connection  with the
sale and issuance of the Preferred  Securities,  the Sponsor is hereby appointed
an agent of the Trust  pursuant to Section  3806(b)(7) of the Business Trust Act
and in such capacity shall have the exclusive right and responsibility to engage
in the following activities:

                  (a) to  prepare,  execute  and file  with the  Commission,  on
behalf of the Trust,  a  registration  statement  on Form S-3 in relation to the
Preferred  Securities,  including any amendments or supplements  thereto, and to
take any other action  relating to the  registration  and sale of the  Preferred
Securities under federal and state securities laws;

                  (b) if  necessary,  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,


                                      -26-
<PAGE>

other  than  actions  that must be taken by the  Trust,  and advise the Trust of
actions it must take; to prepare,  execute and file, on behalf of the Trust, any
documents it deems necessary or advisable in order to comply with the applicable
laws of any such  states;  and to prepare,  execute  and file,  on behalf of the
Trust,  any such documents or take any acts  determined by it to be necessary in
order to qualify or  register  all or part of the  Preferred  Securities  in any
state  in  which  it has  determined  to  qualify  or  register  such  Preferred
Securities for sale;

                  (c) if  necessary,  to prepare,  execute and file on behalf of
the Trust,  an  application to the New York Stock Exchange or any other national
securities  exchange or the Nasdaq  National  Market for listing  upon notice of
issuance of any Preferred Securities;

                  (d) if  necessary,  to  prepare,  execute  and  file  with the
Commission,  on  behalf  of the  Trust,  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;

                  (e) to negotiate  the terms of, and execute and enter into, an
Underwriting Agreement providing for the sale of the Preferred Securities; and

                  (f) to execute and deliver  letters,  documents or instruments
on behalf of the Trust with any Clearing Agency.

         Section  4.2  Indemnification  and  Expenses  of the  Trustees.  To the
fullest  extent  permitted  by law, the Notes  Issuer  agrees to  indemnify  the
Regular Trustees, the Property Trustee and the Delaware Trustee for, and to hold
each of them harmless against,  any loss,  liability or expense incurred without
negligence  or bad  faith  on the part of the  Regular  Trustees,  the  Property
Trustee  or the  Delaware  Trustee,  as the  case may be,  arising  out of or in
connection  with  the  acceptance  or  administration  of the  Trust  hereunder,
including the costs and expenses of defending  such Trustee or the Trust against
any claim or liability in connection  with the exercise or performance of any of
their respective powers or duties hereunder.  The provisions of this Section 4.2
shall survive the resignation or removal of the Regular  Trustees,  the Delaware
Trustee or the Property Trustee and the termination of this Declaration.

         Section 4.3 Guarantee of Payment of Trust Obligations.

                  (a) Subject to the terms and  conditions  of this Section 4.3,
the Sponsor hereby irrevocably and unconditionally  guarantees to each Person to
whom  the  Trust  is  now  or   hereafter   becomes   indebted  or  liable  (the
"Beneficiaries")  the  full  payment,  when  and as due,  of any and all  costs,
expenses or  liabilities  of the Trust (other than  obligations  of the Trust to
make  payments  to  Holders of the  Securities  pursuant  to the terms  thereof)
("Obligations") to such Beneficiaries.

                  (b) The agreement of the Sponsor in Section 4.3(a) is intended
to be for the  benefit  of, and to be  enforceable  by, all such  Beneficiaries,
whether or not such Beneficiaries have received notice hereof.

                  (c) The  agreement of the Sponsor set forth in Section  4.3(a)
shall  terminate and be of no further force and effect upon the later of (a) the
date on which full  payment has been made of all amounts  payable to all Holders
of all the Preferred Securities (whether upon


                                      -27-
<PAGE>

redemption,  liquidation, exchange or otherwise) and (b) the date on which there
are no Beneficiaries  remaining;  provided,  however,  that such agreement shall
continue to be effective or shall be  reinstated,  as the case may be, if at any
time any Holder of Preferred Securities or any of the Beneficiaries must restore
payment of any sums paid under the Preferred  Securities,  under any Obligation,
under the Guarantee or under this  Declaration for any reason  whatsoever.  Such
agreement is continuing, irrevocable, unconditional and absolute.

                                    ARTICLE 5

                       THE HOLDER OF THE COMMON SECURITIES

         Section 5.1 Notes Issuer's Acquisition of the Common Securities. On the
First Delivery Date, the Notes Issuer shall acquire all of the Common Securities
issued by the Trust, in an aggregate  liquidation amount equal to at least three
percent  of the  total  capital  of the  Trust,  at such  time as the  Preferred
Securities  are sold and issued.  If any  additional  Preferred  Securities  are
issued  pursuant to the exercise of any  Over-allotment  Option,  then the Notes
Issuer shall  purchase,  on the Second  Delivery  Date,  an amount of additional
Common  Securities  such that the  aggregate  liquidation  amount of the  Common
Securities  held by the Notes Issuer,  upon such  purchase,  will equal at least
three percent of the total capital of the Trust.

         The  aggregate  stated  liquidation  amount  of the  Common  Securities
outstanding  at any time  shall  not be less  than  three  percent  of the total
capital of the Trust.

         Section 5.2 Covenants of the Notes Issuer. For so long as the Preferred
Securities remain outstanding, the Notes Issuer shall covenant:

                  (i) to maintain, directly or indirectly, 100% ownership of the
         Common Securities;

                  (ii) to  cause  the  Trust  to  remain  a  Delaware  statutory
         business trust and not to voluntarily  dissolve,  wind up, liquidate or
         be terminated, except as permitted by this Declaration;

                  (iii) to use its  commercially  reasonable  efforts  to ensure
         that  the  Trust  will  not be an  Investment  Company  required  to be
         registered under the Investment Company Act; and

                  (iv) not to take any action that would be reasonably likely to
         cause the Trust to be classified as an association or a publicly traded
         partnership  taxable as a corporation  for United States federal income
         tax purposes.

         Section 5.3 Holder of the Common Securities.  Each Holder of the Common
Securities  shall at all times  hold the  Common  Securities  in its  individual
capacity  on its own behalf and shall not,  in its  capacity  as a Holder of the
Common  Securities,  be under (or subject to) the  control or  direction  of any
Foreign Person  (pursuant to a contractual  arrangement or otherwise) other than
by virtue of such Foreign Person's direct or indirect stock  ownership,  if any,
of the Holder of Common Securities. Notwithstanding anything in this Declaration
to the contrary,  each Holder of the Common  Securities  shall at all times be a
United States  Person and shall be


                                      -28-
<PAGE>

authorized to give any direction hereunder with respect to the Trust as shall be
necessary  for the Trust not to be  considered a foreign trust for United States
Federal income tax purposes.

                                    ARTICLE 6

                                  THE TRUSTEES

         Section 6.1 Number of Trustees.  The number of Trustees initially shall
be five (three regular trustees, one property trustee and one Delaware trustee),
and:

                  (a) at any time  before the  issuance of any  Securities,  the
Sponsor may increase or decrease  the number of Trustees by written  instrument;
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 at a meeting of the Holders of the
Common  Securities  or by written  consent  without prior notice in lieu of such
meeting;  provided  that the number of  Trustees  shall be at least  three;  and
provided,  further,  that:  (i) the Delaware  Trustee,  in the case of a natural
person,  shall be a person who is a resident of the State of Delaware or, if not
a natural person, shall be an entity that has its principal place of business in
the State of Delaware and otherwise  meets the  requirements  of applicable law;
(ii) at least a majority of the Regular  Trustees shall be employees or officers
of, or are Affiliates  of, the Sponsor;  (iii) one Trustee shall be the Property
Trustee,  which,  for so long as this  Declaration  is required to qualify as an
indenture  under  the  Trust  Indenture  Act,  shall  meet the  requirements  of
applicable law,  provided that such Property  Trustee also may serve as Delaware
Trustee if it meets the  applicable  requirements;  (iv) each Trustee shall be a
United States Person; and (v) each Trustee, or any delegee of any Trustee, shall
at all times act as Trustee  in its  individual  capacity  on its own behalf and
will not, at any time, in its capacity as Trustee,  be under (or subject to) the
control  or  direction  of  any  Foreign  Person   (pursuant  to  a  contractual
arrangement or otherwise).

         Section 6.2 Delaware Trustee;  Eligibility. If required by the Business
Trust Act,  one  Trustee  (which may be the  Property  Trustee)  (the  "Delaware
Trustee") shall be:

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

                  (b) if not a natural person,  an entity that has its principal
place of business in the State of Delaware and otherwise meets the  requirements
of applicable law, provided that if the Property Trustee has its principal place
of business in the State of Delaware and  otherwise  meets the  requirements  of
applicable law, then the Property Trustee also shall be the Delaware Trustee and
Section 3.11 shall have no application.

         Section 6.3 Property Trustee; Eligibility.

                  (a) There shall be at all times one Trustee  (which may be the
Delaware  Trustee) that shall act as Property  Trustee.  Such  Property  Trustee
shall:

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


                                      -29-
<PAGE>

                  (ii) be a corporation that is a United States Person organized
         and doing  business  under the laws of the United  States of America or
         any state or territory  thereof or of the  District of  Columbia,  or a
         corporation or other Person that is a United States 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 fifty million
         U.S. dollars ($50,000,000) and subject to supervision or examination by
         federal, state,  territorial or District of Columbia authority. If such
         corporation publishes reports of condition at least annually,  pursuant
         to law or to the requirements of the supervising or examining authority
         referred to above, then for the purpose of this Section 6.3(a)(ii), the
         combined capital and surplus of such corporation  shall be deemed to be
         its combined capital and surplus as set forth in its most recent report
         of condition so published.

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

                  (b) If at any  time the  Property  Trustee  shall  cease to be
eligible to so act under Section 6.3(a), the Property Trustee  immediately shall
resign in the manner and with the effect set forth in Section 6.6(c).

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

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

         Section 6.4  Qualifications  of the Regular  Trustees  Generally.  Each
Regular Trustee shall be either a natural person who is at least 21 years of age
or a legal entity that shall act through one or more Authorized Officers.

         Section 6.5 Initial Trustees.

                  (a)  The  initial  Regular   Trustees  shall  be  [Richard  A.
Goglia][,                    and                     ],  the business address of
all of whom is in  care of  Raytheon  Company,  141  Spring  Street,  Lexington,
Massachusetts 02421.

                  (b) The initial Property Trustee shall be:

                           The Bank of New York
                           [                       ]
                           [                       ]
                           Attention:  [                ].


                                      -30-
<PAGE>

(c)      The initial Delaware Trustee shall be:

                           The Bank of New York (Delaware)
                           [                       ]
                           [                       ]
                           Attention:  [                ].

         Section 6.6 Appointment, Removal and Resignation of the Trustees.

                  (a) Subject to Sections 6.6(b) and 7.5(k), the 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 a vote of the
         Holders of a Majority in Liquidation Amount of the Common Securities at
         a meeting of the Holders of the Common Securities or by written consent
         without prior notice in lieu of such meeting.

                  (b) The Property  Trustee  shall not be removed in  accordance
with Section 6.6(a) or Section 7.5(k) until a successor  Trustee  possessing the
qualifications  to act as Property  Trustee under  Section  6.3(a) (a "Successor
Property  Trustee")  has been  appointed and has accepted  such  appointment  by
written instrument  executed by such Successor Property Trustee and delivered to
the Regular Trustees and the Sponsor.  The Delaware Trustee shall not be removed
in accordance  with Section 6.6(a) or Section  7.5(k) until a successor  Trustee
possessing the  qualifications to act as Delaware Trustee under Sections 6.2 and
6.4 (a "Successor  Delaware  Trustee") has been  appointed and has accepted such
appointment by written  instrument  executed by such Successor  Delaware Trustee
and delivered to the Regular Trustees and the Sponsor.

                  (c) A Trustee  appointed  to office  shall hold office until a
successor has been  appointed,  until death or  dissolution  or until removal or
resignation.  Any  Trustee may resign  from  office  (without  need for prior or
subsequent  accounting)  by written  instrument  executed  by such  Trustee  and
delivered to the Sponsor and the other Trustees,  which  resignation  shall take
effect  upon such  delivery  or upon such  later date as is  specified  therein;
provided that:

                  (i) no such  resignation  of the  Property  Trustee  shall  be
         effective:

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

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


                                      -31-
<PAGE>

                  (ii) no such  resignation  of the  Delaware  Trustee  shall be
         effective until 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,  the
         Sponsor and the resigning Delaware Trustee.

                  (d) The Holders of the Common  Securities shall use their best
efforts to promptly appoint a Successor  Property Trustee or Successor  Delaware
Trustee,  as the case may be, if the Property  Trustee or the  Delaware  Trustee
delivers an instrument of resignation in accordance with this Section 6.6.

                  (e) If no Successor  Property  Trustee or  Successor  Delaware
Trustee,  as the case may be, has been  appointed  and accepted  appointment  as
provided in this Section 6.6 within 60 days after  delivery of an  instrument of
resignation or removal,  the resigning or removed  Property  Trustee or Delaware
Trustee, as applicable,  may petition any court of competent jurisdiction at the
expense of the  Sponsor  for  appointment  of a  Successor  Property  Trustee or
Successor  Delaware  Trustee,  as applicable.  Such court may  thereupon,  after
prescribing  such  notice,  if any, as it may deem  proper,  appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

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

         Section  6.7  Vacancies  among  Trustees.  If a Trustee  ceases to hold
office for any reason and the number of  Trustees  is not  reduced  pursuant  to
Section 6.1, or if the number of Trustees is increased  pursuant to Section 6.1,
a vacancy shall occur. A resolution  certifying the existence of such vacancy by
the Regular Trustees,  or, if there are more than two, a majority of the Regular
Trustees,  shall be conclusive  evidence of the  existence of such vacancy.  The
vacancy shall be filled with a Trustee appointed in accordance with Section 6.6.

         Section 6.8 Effect of Vacancies.  The death,  resignation,  retirement,
removal,  bankruptcy,  dissolution,  liquidation,  incompetence or incapacity to
perform  the  duties  of a Trustee  shall not  operate  to  annul,  dissolve  or
terminate the Trust nor to terminate this Declaration. Whenever a vacancy in the
number of Regular  Trustees  shall  occur  until  such  vacancy is filled by the
appointment  of a Regular  Trustee in  accordance  with Section 6.6, 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  6.9  Meetings.  If there is more  than  one  Regular  Trustee,
meetings of the Regular  Trustees  shall be held from time to time upon the call
of any Regular Trustee.  Regular meetings of the Regular Trustees may be held at
a time and place  fixed by  resolution  of the Regular  Trustees.  Notice of any
in-person  meetings of the Regular Trustees shall be hand delivered or otherwise
delivered  in writing  (including  by  facsimile,  with a hard copy by overnight
courier) not less than 48 hours before such  meeting.  Notice of any  telephonic
meetings of the Regular Trustees 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.


                                      -32-
<PAGE>

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 a Quorum
is  present,  or without a meeting  and without  prior  notice by the  unanimous
written consent of the Regular Trustees.  In the event there is only one Regular
Trustee,  any and all action of such  Regular  Trustee  shall be  evidenced by a
written consent of such Regular Trustee.

         Section 6.10 Delegation of Power by the Regular Trustees.

                  (a)  Except as  otherwise  required  by  applicable  law,  any
Regular Trustee may delegate to any other natural person over the age of 21 that
is a United States Person, by power of attorney  consistent with applicable law,
his or her power for the  purposes  of signing  any  documents  that the Regular
Trustees  have power and  authority  to cause the Trust to execute  pursuant  to
Section 3.6.

                  (b) The Regular Trustees shall have the power to delegate from
time to time to such of their  number or to  officers  of the Trust or any other
Person 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  6.11  Merger,  Consolidation,   Conversion  or  Succession  to
Business.  Any entity into which the Property  Trustee,  the Delaware Trustee or
any Regular  Trustee that is not a natural  person may be merged or converted or
with which such Trustee may be  consolidated,  or any entity  resulting from any
merger,  conversion or  consolidation  to which such Trustee is a party,  or any
entity  succeeding to all or  substantially  all the corporate trust business of
such  Trustee,  shall be the  successor of such Trustee  hereunder,  without the
execution  or filing of any paper or any  further  act on the part of any of the
parties  hereto,  provided that such entity  otherwise is qualified and eligible
under this Article.

                                    ARTICLE 7

                             TERMS OF THE SECURITIES

         Section 7.1 General Provisions Regarding the Securities.

                  (a) The Regular  Trustees shall issue, on behalf of the Trust,
one class of preferred  securities  representing  undivided beneficial ownership
interests in the assets of the Trust (the "Preferred  Securities") and one class
of common securities  representing  undivided  beneficial ownership interests in
the assets of the Trust (the "Common Securities"). The Trust shall not issue any
securities other than the Preferred Securities and the Common Securities.


                                      -33-
<PAGE>

                  (i) Preferred  Securities.  There shall be [        ]  million
         ([           ])  Preferred  Securities and they shall have an aggregate
         stated  liquidation  amount with  respect to the assets of the Trust of
         [                                        dollars    ($               )]
         (subject       to       increase       to      not      more       than
         [                                    dollars ($               )] in the
         event  of the  exercise  of any  Over-allotment  Option)  and a  stated
         liquidation  amount  with  respect to the assets of the Trust of $[   ]
         per Preferred Security.  The Preferred Securities are hereby designated
         for  identification  purposes  only as the  Preferred  Securities.  The
         Preferred  Security  Certificates shall be substantially in the form of
         Exhibit A hereto,  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  exchange  on  which  the  Preferred
         Securities are listed.

                  (ii)  Common  Securities.  There shall be  [        ]  million
         ([           ])  Common  Securities  and they shall  have an  aggregate
         liquidation  amount  with  respect  to  the  assets  of  the  Trust  of
         [                                        dollars    ($               )]
         (subject       to       increase       to      not      more       than
         [                                    dollars ($               )] in the
         event of the exercise of any  Over-allotment  Option) and a liquidation
         amount  with  respect  to the  assets of the Trust of $[   ] per Common
         Security.   The   Common   Securities   are   hereby   designated   for
         identification  purposes  only as the  Common  Securities.  The  Common
         Security  Certificates  shall be substantially in the form of Exhibit B
         hereto,  with such changes and additions thereto or deletions therefrom
         as may be required by ordinary usage, custom or practice.

                  (b)  Payment  of  Distributions  on,  and any  payment  of the
Redemption  Price upon a redemption of, the Preferred  Securities and the Common
Securities,  as  applicable,  shall be made Pro  Rata  based on the  liquidation
amount of such Preferred Securities and Common Securities;  provided that if, on
any date on which payment of a  Distribution  or the  Redemption  Price is to be
made, an Indenture  Event of Default has occurred and is  continuing,  then such
payments shall not be made on any of the Common Securities, and no other payment
on account of the  redemption,  liquidation or other  acquisition of such Common
Securities  shall be made,  until all accumulated and unpaid  Distributions,  or
payments of the Redemption  Price, as the case may be, on all of the outstanding
Preferred  Securities for which  Distributions  are to be paid or that have been
called for  redemption,  as the case may be, are fully paid. All funds available
to the Property Trustee shall first be applied to the payment in full in cash of
all Distributions on, or the Redemption Price of, the Preferred  Securities then
due and payable.

                  (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 validly  issued,  fully paid and
non-assessable  undivided  beneficial  ownership  interests in the assets of the
Trust.

                  (e) Every  Person,  by  virtue  of  having  become a Holder of
Securities or a Beneficial Owner of Preferred  Securities in accordance with the
terms of this Declaration, shall


                                      -34-
<PAGE>

be deemed to have  expressly  assented  and agreed to the terms of, and shall be
bound by, this Declaration, the Guarantee, the Indenture, and the Notes.

                  (f)  The  Holders  of  the  Securities   shall  not  have  any
preemptive or similar rights.

                  (g) The Certificates shall be signed on behalf of the Trust by
a Regular Trustee.  Such signature shall be the manual or facsimile signature of
any Regular Trustee. If a Regular Trustee of the Trust who has signed any of the
Certificates ceases to be a Regular Trustee before such signed Certificates have
been delivered by the Trust, such Certificates  nevertheless may be delivered as
though the Person who signed  such  Certificates  had not ceased to be a Regular
Trustee.  Any  Certificate  may be signed on behalf of the Trust by such Persons
who, at the actual date of execution of such  Certificate,  shall be the Regular
Trustees of the Trust,  although at the date of the  execution  and  delivery of
this  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 the Securities may be
listed, or to conform to usage.

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

         Upon a written  order of the Trust signed by one Regular  Trustee,  the
Property  Trustee shall  authenticate  the Preferred  Security  Certificates for
original issue.

         The Property Trustee may appoint an authenticating  agent acceptable to
the Trust,  as  determined  by the Regular  Trustees on behalf of the Trust,  to
authenticate Certificates. An authenticating agent may authenticate Certificates
whenever the Property  Trustee may do so. Each reference in this  Declaration to
authentication  by the Property  Trustee  shall include  authentication  by such
agent.  An  authenticating  agent  shall  have the same  rights as the  Property
Trustee to deal with the Sponsor or an Affiliate of the Sponsor.

                  (h)  The  Preferred  Security   Certificates,   upon  original
issuance  (including  Preferred  Securities,  if  any,  issued  pursuant  to the
exercise of any Over-allotment  Option), shall be issued as Global Securities in
the form of one or more fully registered global Preferred Security  Certificates
(each a "Global Certificate"),  to be delivered to The Depository Trust Company,
the initial  Depositary,  by or on behalf of the Trust. Such Global Certificates
initially  shall be registered on the books and records of the Trust in the name
of "Cede & Co.," the nominee of the initial  Depositary.  No Beneficial Owner of
Preferred  Securities shall receive a definitive  Preferred Security Certificate
representing  such  Beneficial  Owner's  interest in such  Global  Certificates,
except  as  provided  in  Section  7.12.  Unless  and  until  definitive,  fully
registered  Preferred  Security  Certificates have been issued to the Beneficial
Owners of Preferred Securities pursuant to Section 7.12:


                                      -35-
<PAGE>

                  (i) the  provisions  of this  Section  7.1(h) shall be in full
         force and effect;

                  (ii) the Trust and the Trustees shall be entitled to deal with
         the  Depositary  for all purposes of this  Declaration  (including  the
         payment of  Distributions  on the  Global  Certificates  and  receiving
         approvals, votes or consents thereunder) as the Holder of the Preferred
         Securities  and the sole of  holder  of the  Global  Certificates  and,
         except  as set forth  herein or in Rule 3a-7 (if the Trust is  excluded
         from the  definition of an Investment  Company solely by reason of Rule
         3a-7) with respect to the Property Trustee, shall have no obligation to
         the Beneficial Owners of the Preferred Securities;

                  (iii) to the extent that the provisions of this Section 7.1(h)
         conflict with any other provisions of this Declaration,  the provisions
         of this Section 7.1(h) shall control; and

                  (iv) the  rights of the  Beneficial  Owners  of the  Preferred
         Securities  shall be exercised only through the Depositary and shall be
         limited  to  those  established  by law  and  agreements  between  such
         Beneficial   Owners   and  the   Depositary   and/or   the   Depositary
         Participants.  The Depositary  shall make  book-entry  transfers  among
         Depositary  Participants and receive and transmit  Distributions on the
         Global  Certificates  to such  Depositary  Participants;  provided that
         solely for the  purposes  of  determining  whether  the  Holders of the
         requisite  amount of  Preferred  Securities  have  voted on any  matter
         provided  for in this  Declaration,  so long  as  definitive  Preferred
         Security  Certificates  have not been  issued,  the  Trustees  may rely
         conclusively  on, and shall be  protected  in relying  on, any  written
         instrument  (including  a  proxy)  delivered  to  the  Trustees  by the
         Depositary  setting  forth  the votes of the  Beneficial  Owners of the
         Preferred  Securities  or assigning  the right to vote on any matter to
         any other Persons either in whole or in part.

         Whenever a notice or other communication to the Holder of the Preferred
Securities  is  required to be given  under this  Declaration,  unless and until
definitive Preferred Security  Certificates have been issued pursuant to Section
7.1(g), the Trustees shall deliver all such notices and communications specified
herein to be given to the Holders of the Preferred Securities to the Depositary,
and, with respect to any Preferred Security  Certificate  registered in the name
of a Depositary  or the nominee of a Depositary,  the Trustees may  conclusively
rely on, and shall be protected in relying on, any written instrument (including
a proxy) delivered to the Trustees by the Depositary  setting forth the votes of
the Beneficial Owners of the Preferred Securities or assigning the right to vote
on any matter or any other Persons either in whole or in part.

         Section 7.2 Distributions.

                  (a)  Holders of the  Securities  shall be  entitled to receive
Distributions  that  shall  accumulate  and be  payable at the rate per annum of
[   ]% of the stated  liquidation  amount of $[         ]  per Security  through
(and including)  [            ,  ]. The amount of Distributions  payable for any
period shall be computed (i) for any full quarterly  distribution period, on the
basis of a 360-day year of twelve 30-day months and (ii) for any period  shorter
than a full quarterly  distribution  period, on the basis of a 30-day month and,
for any period of less than one


                                      -36-
<PAGE>

month,  on the basis of the actual  number of days  elapsed  per  30-day  month.
Subject to Section  7.1(b),  Distributions  shall be made on the Securities on a
Pro Rata basis.  Distributions  on the Securities  shall  accumulate from [ , ],
shall be cumulative and shall be payable quarterly,  in arrears, on each Payment
Date, when, as and if available for payment, by the Property Trustee,  except as
otherwise  described  below.  Distributions  shall be payable only to the extent
that payments are made to the Trust in respect of the Notes held by the Property
Trustee and to the extent that the Trust has funds  available for the payment of
such Distributions in the Property Account.

                  (b) Distributions not paid on the scheduled Payment Date shall
accumulate and, to the extent permitted by applicable law, compound quarterly at
the rate of [             ]% per annum through (and including) [            ,  ]
("Compounded  Distributions").  "Distributions"  shall mean ordinary  cumulative
distributions together with any Compounded Distributions.

                  (c) If and to the extent that the Notes Issuer makes a payment
of  principal  of and any premium or interest on the Notes held by the  Property
Trustee (the amount of any such payment being a "Payment Amount"),  the Property
Trustee  shall and is  directed,  to the  extent  funds are  available  for that
purpose,  to make a Pro Rata  distribution  of the  Payment  Amount to  Holders,
subject to Section 7.1(b).

                  (d)  Distributions  on the Securities  shall be payable to the
Holders  thereof as they appear on the  register of the Trust as of the close of
business  on  the  relevant  record  dates.  If  the  Preferred  Securities  are
represented by one or more Global Securities, the relevant record dates shall be
the close of business on the Business Day preceding such Distribution's  Payment
Date,  unless a different regular record date is established or provided for the
corresponding  interest payment date on the Notes. The relevant record dates for
the Common Securities shall be the same as for the Preferred Securities.  If the
Preferred  Securities are not represented by one or more Global Securities,  the
relevant record dates for the Preferred Securities shall conform to the rules of
any securities  exchange on which the Preferred  Securities  are listed,  and if
none, shall be selected by the Regular  Trustees,  provided that such date shall
be at least one (1) Business Day but less than sixty (60) Business Days prior to
the relevant  Distribution's  Payment Dates.  At all times,  the  Distribution's
Payment  Dates shall  correspond  to the  interest  payment  dates on the Notes.
Distributions  payable on any  Securities  that are not  punctually  paid on any
Payment  Date,  as a result of the Notes Issuer  having failed to make a payment
under the  Notes,  shall  cease to be  payable  to the Person in whose name such
Securities  are  registered  on the  relevant  record date,  and such  defaulted
Distribution  instead  shall  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 for payment of the  corresponding
defaulted  interest on the Notes. If any date on which a Distribution is payable
on the  Securities  is not a Business  Day,  then  payment  of the  Distribution
payable on such date  shall be made on the next 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 calendar year, such payment shall be made on
the  preceding  Business  Day, with the same force and effect as if made on such
Payment Date.

                  (e) 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 among the Holders of the  Securities,  subject to
Section 7.1(b).


                                      -37-
<PAGE>

         Section 7.3 Redemption of Securities.

                  (a)  Upon  the  repayment  or   redemption   pursuant  to  the
Indenture, in whole but not in part, of the outstanding Notes held by the Trust,
whether  at the  stated  maturity  of the Notes or upon  earlier  redemption  as
provided in the Indenture,  the proceeds from such repayment or redemption shall
be simultaneously applied Pro Rata (subject to Section 7.1(b)) to redeem, at the
Redemption Price, Securities having an aggregate liquidation amount equal to the
aggregate  principal amount of the Notes so repaid or redeemed at the Redemption
Price.  Holders of the Securities  shall be given not less than 30 nor more than
60 days notice of such redemption in accordance with Section 7.4.

                  (b) If the Notes Issuer  redeems the Notes upon the occurrence
and  continuance  of a Tax Event,  the proceeds  from such  redemption  shall be
applied by the Property  Trustee to redeem the  Securities,  in whole but not in
part, at the Redemption  Price on a Pro Rata basis. If, following the occurrence
of a Tax Event,  the Notes Issuer  exercises its option to redeem the Notes, the
Notes Issuer shall appoint the Quotation Agent.

         Section 7.4 Redemption Procedures.

                  (a) Notice of any redemption of, or notice of  distribution of
Notes in exchange  for, the  Securities  (a  "Redemption/Distribution  Notice"),
which notice shall be  irrevocable,  shall be given by the Trust by mail to each
Holder of Securities to be redeemed or exchanged at least 30 but no more than 60
days before the date fixed for redemption or exchange thereof which, in the case
of a  redemption,  shall be the date  fixed for  redemption  of the  Notes.  For
purposes of the  calculation of the date of redemption or exchange and the dates
on   which   notices   are   given   pursuant   to  this   Section   7.4(a),   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 the Holders of
the Securities.  Each  Redemption/Distribution  Notice shall be addressed to the
Holders of the  Securities  at the address of each such Holder  appearing in the
register of the Trust. No defect in the Redemption/Distribution Notice or in the
mailing of either  thereof  with respect to any Holder shall affect the validity
of the redemption or exchange proceedings with respect to any other Holder.

                  (b)  Subject  to  the  Trust's   fulfillment   of  the  notice
requirements set forth in Section 7.4(a), if Securities are to be redeemed, then
(provided  that the Notes  Issuer  has paid the  Property  Trustee a  sufficient
amount of cash in  connection  with the  related  redemption  or maturity of the
Notes) (i) with respect to the Preferred  Securities  represented by one or more
Global  Securities,  by 12:00 noon, New York City time, on the redemption  date,
the Property Trustee will deposit irrevocably with the Depositary or its nominee
funds  sufficient  to pay the  applicable  Redemption  Price,  and the  Property
Trustee shall give the Depositary irrevocable  instructions and authority to pay
the Redemption Price to the Beneficial Owners of the Preferred  Securities,  and
(ii)  with  respect  to  Securities  not  represented  by  one  or  more  Global
Securities,  the Property  Trustee shall pay the applicable  Redemption Price to
the  Holders of such  Securities  by check  mailed to the address of each Holder
appearing on the register of the Trust on the redemption date. If any date fixed
for  redemption  of  Securities  is not a  Business  Day,  then


                                      -38-
<PAGE>

payment of the  Redemption  Price payable on such date shall be made on the next
Business Day (without any interest  thereon),  except that if such  Business Day
falls in the next  calendar  year,  such payment  shall be made on the 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 Trust or
by the Sponsor as guarantor  pursuant to the Guarantee,  then  Distributions  on
such Securities  shall continue to accumulate at the then applicable  rate, from
the original  redemption  date to the actual date of payment,  in which case the
actual  Payment  Date shall be the date fixed for  redemption  for  purposes  of
calculating the Redemption Price. For these purposes,  the applicable Redemption
Price  shall  not  include  Distributions  that are  being  paid to  Holders  of
Securities  who were not Holders of Securities  on a relevant  record date. If a
Redemption/Distribution  Notice has been given and funds have been  deposited or
paid as required, then immediately prior to the close of business on the date of
such  deposit  or  payment,  Distributions  will  cease  to  accumulate  on  the
Securities  called for redemption,  and all rights of Holders of such Securities
so called for  redemption  shall cease,  except the right of the Holders of such
Securities  to receive  the  Redemption  Price,  but  without  interest  on such
Redemption  Price,  and from and  after  the date  fixed  for  redemption,  such
Securities will cease to be outstanding.

                  (c)  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 called for redemption.

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

         Section 7.5 Voting Rights of the Preferred Securities.

                  (a) Except as provided under this Section 7.5 and Section 11.1
and as otherwise required by the Business Trust Act, the Trust Indenture Act and
other  applicable  law, the Holders of the  Preferred  Securities  shall have no
voting rights.

                  (b)  Subject  to  the  requirement  of  the  Property  Trustee
obtaining a tax opinion in certain  circumstances  set forth in Section  7.5(d),
the Holders of a Majority in  Liquidation  Amount of the  Preferred  Securities,
voting  separately as a class,  shall have the right to direct the time,  method
and place of conducting any proceeding for any remedy  available to the Property
Trustee,  or to direct the  exercise  of any trust or power  conferred  upon the
Property  Trustee  under  this  Declaration,  including  the right to direct the
Property Trustee, as Holder of the Notes, to (i) exercise the remedies available
to it under the Indenture with respect to the Notes, (ii) waive any past default
and its consequences  that are waivable under the Indenture,  (iii) exercise any
right to rescind or annul any  declaration  that the  principal of all the Notes
shall be due and  payable,  or (iv)  consent to any  amendment,  termination  or
modification  of the  Indenture  or the Notes  where such  consent is  required;
provided that if an Indenture  Event of Default has occurred and is  continuing,
then the  Holders of [25]% of the  aggregate  stated  liquidation  amount of the
Preferred Securities may direct the Property Trustee to declare the principal of
and interest on the Notes due and payable; and provided,  further,  that where a
consent or action under the  Indenture  would  require the consent or act of the
Holders  of more than a  majority  of the  aggregate  principal



                                      -39-
<PAGE>

amount  of Notes  affected  thereby,  the  Property  Trustee  only may give such
consent or take such action at the direction of the Holders of at least the same
proportion in aggregate stated liquidation amount of the Preferred Securities.

                  (c) If the Property  Trustee fails to enforce its rights under
the Notes after a Holder of  Preferred  Securities  has made a written  request,
such  Holder of  Preferred  Securities  may  institute,  to the  fullest  extent
permitted  by law,  a legal  proceeding  directly  against  the Notes  Issuer to
enforce  the  Property  Trustee's  rights  under  the  Indenture  without  first
instituting  any legal  proceeding  against  the  Property  Trustee or any other
Person. In addition, if a Trust Enforcement Event has occurred and is continuing
and such event is  attributable  to the failure of the Notes  Issuer to make any
interest,  principal or other  required  payments when due under the  Indenture,
then a Holder of Preferred  Securities may institute a Direct Action against the
Notes Issuer on or after the respective due date specified in the Notes.

                  (d) The  Property  Trustee  shall  notify  all  Holders of the
Preferred  Securities of any notice of any Indenture  Event of Default  received
from the Notes  Issuer with  respect to the Notes.  Such notice shall state that
such  Indenture  Event of Default also  constitutes a Trust  Enforcement  Event.
Except with respect to directing  the time,  method,  and place of  conducting a
proceeding  for a remedy,  the Property  Trustee shall be under no obligation to
take any of the  actions  described  in clauses  (i),  (ii) and (iii) of Section
7.5(b) above, unless the Property Trustee has obtained an opinion of independent
tax counsel  experienced  in those matters to the effect that the Trust will not
fail to be classified as a grantor  trust for United States  federal  income tax
purposes  as a  result  of such  action,  and  that  each  Holder  of  Preferred
Securities shall be treated as owning an undivided beneficial ownership interest
in the Notes.

                  (e) If the consent of the Property  Trustee,  as the holder of
the Notes,  is  required  under the  Indenture  with  respect to any  amendment,
termination or modification of the Indenture or the Notes,  the Property Trustee
shall  request the  direction of the Holders of the  Securities  with respect to
such amendment or  modification  and shall vote with respect to such  amendment,
termination or modification  as directed by a Majority in Liquidation  Amount of
the Securities voting together as a single class;  provided that where a consent
under the  Indenture  would  require  the  consent of the holders of more than a
majority of the aggregate  principal  amount of the Notes,  the Property Trustee
only may give such consent at the  direction of the Holders of at least the same
proportion  in  aggregate  stated  liquidation  amount  of the  Securities.  The
Property  Trustee  shall  not  take  any  such  action  in  accordance  with the
directions  of the Holders of the  Securities  unless the  Property  Trustee has
obtained an opinion of independent  tax counsel  experienced in those matters to
the effect that the Trust will not be  classified  as other than a grantor trust
for United States  federal  income tax purposes as a result of such action,  and
that each holder  will be treated as owning an  undivided  beneficial  ownership
interest in the Notes.

                  (f) A waiver of an Indenture  Event of Default with respect to
the Notes  shall  constitute  a waiver of the  corresponding  Trust  Enforcement
Event.

                  (g) Any  required  approval or direction of the Holders of the
Preferred  Securities  may be given at a separate  meeting of the Holders of the
Preferred  Securities  convened  for such  purpose,  at a meeting  of all of the
Holders of the Securities or pursuant to


                                      -40-
<PAGE>

written consent without a meeting.  The Regular Trustees shall cause a notice of
any meeting at which Holders of the Preferred Securities are entitled to vote to
be mailed to each  Holder of record of  Preferred  Securities.  Each such notice
shall include a statement  setting forth:  (i) the date of such meeting;  (ii) a
description  of any  resolution  proposed  for adoption at such meeting on which
such Holders are entitled to vote;  and (iii)  instructions  for the delivery of
proxies.

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

                  (i)   Notwithstanding   that  the  Holders  of  the  Preferred
Securities  are  entitled  to vote or  consent  under  any of the  circumstances
described above, any of the Preferred  Securities that are owned at such time by
the Notes Issuer,  the Trustees or any entity directly or indirectly  controlled
by, or under direct or indirect  common  control  with,  the Notes Issuer or any
Trustee  shall not be  entitled  to vote or consent  and shall be  treated,  for
purposes  of such vote or  consent,  as if such  Preferred  Securities  were not
outstanding.

                  (j) Except as provided  under Section  7.5(k),  the Holders of
the Preferred Securities shall have no rights to appoint or remove the Trustees,
who,  subject to Section  6.6,  may be  appointed,  removed or  replaced  by the
Holders of the Common Securities.

                  (k) If an  Indenture  Event of  Default  has  occurred  and is
continuing,  the Property  Trustee and the  Delaware  Trustee may be removed and
replaced,  subject to Section 6.6(b),  at such time by a Majority in Liquidation
Amount of the Preferred Securities.

         Section 7.6 Voting Rights of the Common Securities.

                  (a) Except as provided in Section 6.1(b), this Section 7.6 and
Section  11.1 and as  otherwise  required by the  Business  Trust Act, the Trust
Indenture  Act or other  applicable  law,  the Holders of the Common  Securities
shall have no voting rights.

                  (b)  Subject  to  Section  7.5(k),  the  Holders of the Common
Securities  shall be entitled to vote to appoint,  remove or replace any Trustee
or to increase or decrease the number of Trustees in accordance with Article 6.

                  (c)   Subject  to  Section   2.6  and  only  after  all  Trust
Enforcement  Events with respect to the  Preferred  Securities  have been cured,
waived,  or otherwise  eliminated and subject to the requirement of the Property
Trustee  obtaining  a tax  opinion  in certain  circumstances  set forth in this
paragraph  (c),  the  Holders of the Common  Securities  shall have the right to
direct the time,  method and place of conducting  any  proceeding for any remedy
available  to the  Property  Trustee,  or to direct the exercise of any trust or
power conferred upon the Property Trustee under this Declaration,  including the
right to direct the Property  Trustee,  as Holder of the Notes,  to (i) exercise
the remedies  available to it under the  Indenture,  (ii) waive any past default
and its consequences  that are waivable under the Indenture,  (iii) exercise any
right to rescind or annul any  declaration  that the  principal of all the Notes
shall be due and  payable,  or (iv)  consent to any  amendment,  termination  or
modification  of the  Indenture  or the Notes  where such  consent is  required;
provided  that where a consent or action under the  Indenture  would require the
consent or act of the holders of more than a majority of the aggregate principal
amount  of Notes


                                      -41-
<PAGE>

affected  thereby,  only the  holders  of at least  the same  proportion  of the
aggregate  stated  liquidation  amount of the Common  Securities  may direct the
Property  Trustee to give such consent or take such action.  Except with respect
to directing  the time,  method,  and place of  conducting  a  proceeding  for a
remedy,  the Property  Trustee  shall be under no  obligation to take any of the
actions described in clause 7.6(c)(i),  (ii) and (iii) above unless the Property
Trustee has obtained an opinion of  independent  tax counsel to the effect that,
as a result of such action,  for United States  federal  income tax purposes the
Trust will not fail to be  classified as a grantor trust and each Holder will be
treated as owning an undivided beneficial ownership interest in the Notes.

                  (d) If the Property  Trustee fails to enforce its rights under
the  Notes  after  the  Holders  of the  Common  Securities  have made a written
request,  the Holders of the Common  Securities  may  institute,  to the fullest
extent permitted by law, a legal proceeding directly against the Notes Issuer to
enforce the Property  Trustee's rights under the Notes without first instituting
any legal  proceeding  against  the  Property  Trustee or any other  Person.  In
addition,  if a Trust  Enforcement Event has occurred and is continuing and such
event is  attributable  to the failure of the Notes Issuer to make any interest,
principal or other required payments when due under the Indenture, then a Holder
of Common  Securities  may institute a Direct Action against the Notes Issuer on
or after the respective due date specified in the Notes.

                  (e) A waiver of an Indenture  Event of Default with respect to
the Notes  shall  constitute  a waiver of the  corresponding  Trust  Enforcement
Event.

                  (f) Any  required  approval or direction of the Holders of the
Common  Securities  may be given at a  separate  meeting  of the  Holders of the
Common Securities  convened for such purpose, at a meeting of all of the Holders
of the  Securities or pursuant to written  consent.  The Regular  Trustees shall
cause a notice of any meeting at which the Holders of the Common  Securities are
entitled  to vote to be mailed to the  Holders  of the Common  Securities.  Such
notice shall include a statement  setting  forth:  (i) the date of such meeting;
(ii) a description  of any  resolution  proposed for adoption at such meeting on
which the  Holders of the Common  Securities  are  entitled  to vote;  and (iii)
instructions for the delivery of proxies.

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

         Section  7.7  Paying  Agent.  If  any  Preferred   Securities  are  not
represented  by one or more Global  Securities,  the Trust shall maintain in the
Borough  of  Manhattan,  New York City,  State of New York,  an office or agency
where the Preferred  Securities may be presented for payment  ("Paying  Agent").
The Regular  Trustees  shall  appoint the paying agent (which shall be a bank or
trust  company  acceptable  to the Notes  Issuer)  and may  appoint  one or more
additional  paying agents in such other locations as they shall  determine.  The
term "Paying Agent" includes any additional  paying agent.  The Regular Trustees
may  change  any  Paying  Agent  without  prior  notice  to the  Holders  of the
Securities.  The Regular  Trustees shall notify the Property Trustee of the name
and address of any Paying Agent not a party to this Declaration.  If the Regular
Trustees,  on behalf of the Trust, fail to appoint or maintain another entity as
Paying Agent,  the


                                      -42-
<PAGE>

Property  Trustee  shall act as such.  The Paying  Agent shall be  permitted  to
resign as Paying Agent upon 30 days' written notice to the Property  Trustee and
the Notes Issuer.

         Section 7.8  Listing.  The Sponsor  shall use its best efforts to cause
the  Preferred  Securities  to be listed  for  quotation  on the New York  Stock
Exchange.

         Section 7.9 Transfer of the Securities.

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

                  (ii)  Subject  to this  Section  7.9  and  Section  7.12,  the
         Preferred Securities shall be freely transferable.

                  (iii) The Trust shall cause to be kept at the Corporate  Trust
         Office a register in which,  subject to such reasonable  regulations as
         it may  prescribe,  the Trust  shall  provide for the  registration  of
         Preferred  Securities  and of transfers of  Preferred  Securities.  The
         Property  Trustee  is hereby  appointed  "Security  Registrar"  for the
         purpose of registering  Preferred Securities and transfers of Preferred
         Securities as herein provided.

                  (iv)  Upon  surrender  for  registration  of  transfer  of any
         Preferred Securities at an office or agency of the Trust designated for
         such purpose, a Regular Trustee shall execute, and the Property Trustee
         shall  authenticate  and  deliver,   in  the  name  of  the  designated
         transferee or transferees,  one or more new Preferred Securities of any
         authorized denominations and of a like aggregate principal amount.

                  (v) At the option of the Holder,  Securities  may be exchanged
         for other Preferred Securities of any authorized denominations and of a
         like  aggregate  principal  amount,  upon  surrender  of the  Preferred
         Securities  to be  exchanged  at such  office or agency.  Whenever  any
         Preferred Securities are so surrendered for exchange, a Regular Trustee
         shall execute, and the Property Trustee shall authenticate and deliver,
         the  Preferred  Securities  that the  Holder  making  the  exchange  is
         entitled to receive.

                  (vi) If so  required  by the  Trust or the  Property  Trustee,
         every Preferred  Security  presented or surrendered for registration of
         transfer or for exchange  shall be duly  endorsed,  or accompanied by a
         duly executed  written  instrument of transfer in form  satisfactory to
         the Trust and the  Security  Registrar,  by the  Holder  thereof or his
         attorney duly authorized in writing.

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

                  (b) The Notes Issuer may not  transfer  the Common  Securities
except in connection  with the  transactions  permitted under Section 801 of the
Indenture; provided that


                                      -43-
<PAGE>

each  Holder of the  Common  Securities  shall at all  times be a United  States
Person.  To the fullest extent  permitted by law, any attempted  transfer of the
Common  Securities  other than as set forth in this Section 7.9(b) shall be null
and void.

         Section 7.10 Mutilated, Destroyed, Lost or Stolen Certificates. If:

                  (a) any mutilated  Certificates are surrendered to the Regular
Trustees,  or if the Regular Trustees 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 Sponsor and
the Trust harmless,

then, in the absence of notice that such Certificate has been acquired by a bona
fide purchaser,  any Regular Trustee 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  7.10,  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  7.10  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 is found at any time.

         Section 7.11 Deemed Holders. The Trustees may treat the Person in whose
name any  Securities  are  registered  on the  register of the Trust as the sole
holder of such  Securities for purposes of receiving  Distributions  and for all
other  purposes  whatsoever.  Accordingly,  the  Trustees  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 has actual or other notice thereof.

         Section 7.12 Global Securities.

                  (a) The Preferred  Securities initially shall be issued in the
form of one or more Global Securities.  A Regular Trustee shall execute, and the
Property Trustee shall  authenticate and deliver,  one or more Global Securities
that (i) shall  represent and be denominated in an amount equal to the aggregate
stated liquidation amount of all of the Preferred Securities to be issued in the
form of Global Securities and not yet canceled,  (ii) shall be registered in the
name of the  Depositary  for the  Preferred  Securities  or the  nominee of such
Depositary  and  (iii)  shall  be  delivered  by the  Property  Trustee  to such
Depositary  or pursuant to such  Depositary's  instructions.  Global  Securities
shall bear a legend substantially to the following effect:

         "This Preferred Security is a Global Security within the meaning of the
          Declaration  and is  registered  in the name of The  Depository  Trust
          Company,  a New York corporation (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


                                      -44-
<PAGE>

          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  reregistered  except  in  limited  circumstances.
          Unless this  certificate is presented by an authorized  representative
          of the  Depositary  to RC Trust II or its  agent for  registration  of
          transfer,   exchange  or  payment,   and  any  certificate  issued  is
          registered  in the name of Cede & Co. or such other name as  requested
          by an authorized  representative  of the  Depositary  (and any payment
          hereon is made to Cede & Co. or to such other  entity as is  requested
          by an  authorized  representative  of the  Depositary),  and except as
          otherwise provided in the Amended and Restated Declaration of Trust of
          RC  Trust  II dated as of [ , ], as  amended  from  time to time,  ANY
          TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE BY OR TO
          ANY PERSON IS WRONGFUL since the registered owner hereof,  Cede & Co.,
          has an interest herein."

                  (b) Preferred  Securities not represented by a Global Security
issued  in  exchange  for all or a part of a Global  Security  pursuant  to this
Section  7.12  shall  be  registered  in  such  names  and  in  such  authorized
denominations  as the Depositary,  pursuant to  instructions  from its direct or
indirect  participants or otherwise,  shall instruct the Property Trustee.  Upon
execution and  authentication,  the Property Trustee shall deliver any Preferred
Securities not  represented  by a Global  Security to the Persons in whose names
such definitive Preferred Securities are so registered.

                  (c) At such time as all  interests in Global  Securities  have
been  redeemed,  repurchased  or  canceled,  such  Global  Securities  shall  be
canceled,  upon receipt  thereof,  by the Property  Trustee in  accordance  with
standing  procedures of the Depositary.  At any time prior to such cancellation,
if any interest in a Global  Security is exchanged for Preferred  Securities not
represented  by a  Global  Security,  redeemed,  canceled  or  transferred  to a
transferee  who  receives  Preferred  Securities  not  represented  by a  Global
Security,  or if any Preferred  Security not represented by a Global Security is
exchanged or transferred for part of a Global Security, then, in accordance with
the standing procedures of the Depositary, the liquidation amount of such Global
Security  shall be reduced or increased,  as the case may be, and an endorsement
shall be made on such Global  Security by the  Property  Trustee to reflect such
reduction or increase.

                  (d) The  Trust and the  Property  Trustee,  as the  authorized
representative  of the Holders of the  Preferred  Securities,  may deal with the
Depositary  for all  purposes  of this  Declaration,  including  the  making  of
payments due on the Preferred Securities and exercising the rights of Holders of
the Preferred Securities hereunder. The rights of any Beneficial Owners shall be
limited to those  established  by law and  agreements  between  such  owners and
Depository  Participants;  provided  that no such  agreement  shall  give to any
Person any rights against the Trust or the Property  Trustee without the written
consent of the parties so affected.  Multiple  requests and directions  from and
votes of the Depositary as the Holder of the Preferred Securities represented by
Global  Securities  with  respect to any  particular  matter shall not be deemed
inconsistent  to the  extent  they  do not  represent  an  amount  of  Preferred
Securities in excess of those held in the name of the Depositary or its nominee.

                  (e) If at any time the  Depositary  notifies the Trust that it
is unwilling or unable to continue as Depositary for the Preferred Securities or
if at any time the  Depositary no longer is eligible  under this Section 7.12 to
serve as Depositary,  the Regular Trustees shall


                                      -45-
<PAGE>

appoint a successor  Depositary with respect to the Preferred  Securities.  If a
successor  Depositary  is not  appointed  by the Trust  within 90 days after the
Trust receives such notice or becomes aware of such  ineligibility,  the Trust's
election that the  Preferred  Securities  be  represented  by one or more Global
Securities  shall no longer be effective,  and a Regular  Trustee shall execute,
and the Property Trustee will authenticate and deliver,  Preferred Securities in
definitive  registered  form, in any authorized  denominations,  in an aggregate
stated  liquidation  amount equal to the aggregate stated  liquidation amount of
the Global Securities representing the Preferred Securities in exchange for such
Global Securities.

                  (f) The  Regular  Trustees  on behalf of the Trust at any time
and in their sole discretion may determine that the Preferred  Securities issued
in the form of one or more Global  Securities  shall no longer be represented by
Global Securities.  In such event a Regular Trustee on behalf of the Trust shall
execute,  and the Property  Trustee shall  authenticate  and deliver,  Preferred
Securities in definitive registered form, in any authorized denominations, in an
aggregate stated  liquidation  amount equal to the aggregate stated  liquidation
amount of the  Global  Securities  representing  the  Preferred  Securities,  in
exchange for such Global Securities.

                  (g)  Notwithstanding  any other provisions of this Declaration
(other than the provisions set forth in Section 7.9),  Global Securities may not
be  transferred  as a  whole  except  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  or by the  Depositary  or any  such  nominee  to a
successor Depositary or a nominee of such successor Depositary.

                  (h)  Interests  of  Beneficial  Owners may be  transferred  or
exchanged for Preferred  Securities not  represented by a Global  Security,  and
Preferred  Securities not represented by a Global Security may be transferred or
exchanged for a Global  Security or Securities,  in accordance with rules of the
Depositary and the provisions of Section 7.9.

         Section 7.13  Authorized  Denominations.  The Preferred  Securities are
issuable only in denominations of $[                ]  and any integral multiple
thereof.

         Section 7.14 [RESERVED].

                                    ARTICLE 8

                    DISSOLUTION AND TERMINATION OF THE TRUST

         Section 8.1 Dissolution and Termination of the Trust.

                  (a) The Trust shall dissolve upon the earliest of:

                  (i) the  bankruptcy of the Notes Issuer or of any other holder
         of the Common Securities;

                  (ii)  the  filing  of a  certificate  of  dissolution  or  its
         equivalent  with  respect  to  the  Sponsor  or the  revocation  of the
         Sponsor's  certificate of  incorporation  and the expiration of 90 days
         after the date of revocation without a reinstatement thereof;


                                      -46-
<PAGE>

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

                  (iv)  the time  when all of the  Securities  shall  have  been
         called for  redemption and the amounts then due shall have been paid to
         the Holders of the Securities;

                  (v) the time when the Notes  Issuer  shall have  redeemed  the
         Notes  upon the  occurrence  and  continuation  of a Tax  Event and the
         proceeds  from  such   redemption  have  been  applied  to  redeem  the
         Securities pursuant to Section 7.3(b);

                  (vi)  upon  the   direction  of  the  Sponsor,   in  its  sole
         discretion, by notice and direction to the Property Trustee to dissolve
         the Trust and to distribute,  after the  satisfaction of liabilities to
         creditors  of the  Trust,  if any,  the  Notes  to the  Holders  of the
         Securities  in exchange for all of the  Securities;  provided  that the
         Sponsor has provided to the Property Trustee an opinion of counsel that
         the distribution of the Notes will not be taxable to the holders of the
         Preferred Securities for United States federal income tax purposes; or

                  (vii) [                 ,    ].

                  (b) As soon as is practicable after the occurrence of an event
referred  to in  Section  8.1(a)  and  upon  completion  of the  winding  up and
liquidation  of the Trust,  the Regular  Trustees  shall  terminate the Trust by
executing and filing a certificate of  cancellation  with the Secretary of State
of the State of Delaware.

                  (c) The  provisions of Section 4.2 and Article 9 shall survive
the termination of the Trust.

         Section 8.2 Liquidation Distribution upon Dissolution of the Trust.

                  (a) In the event of any voluntary or involuntary  liquidation,
dissolution,  or  winding-up  of the Trust (each a  "Liquidation")  based on the
occurrence of an event  specified in Section  8.1(a) (other than clauses (iv) or
(v)),  the Holders of the  Securities  on the date of the  Liquidation  shall be
entitled  to receive on a Pro Rata  basis,  after  satisfaction  of the  Trust's
liabilities to creditors,  Notes in an aggregate  principal  amount equal to the
aggregate stated  liquidation  amount of, with an interest rate identical to the
distribution  rate of, and accrued and unpaid  interest equal to accumulated and
unpaid Distributions on, such Securities in exchange for such Securities.

                  (b)  Notice  of  Liquidation  shall be  given by the  Property
Trustee by first-class  mail,  postage prepaid mailed not later than 30 nor more
than 60 days prior to the date of the  Liquidation  to each Holder of Securities
at such Holder's address  appearing in the Securities  register.  All notices of
Liquidation shall:

                  (i) state the date of the Liquidation;

                  (ii)  state  that from and  after the date of the  Liquidation
         (other  than a  Liquidation  as a  result  of  clauses  (iv) and (v) of
         Section  8.1(a)),  the  Securities  will  no


                                      -47-
<PAGE>

         longer be deemed to be outstanding and any Certificates not surrendered
         for  exchange  will be deemed  to  represent  the Notes in a  principal
         amount  equal  to the  stated  liquidation  amount  of the  Securities,
         bearing  accrued  and  unpaid  interest  in  an  amount  equal  to  the
         accumulated and unpaid Distribution on the Securities; and

                  (iii) provide such  information  with respect to the mechanics
         by which  Holders may  exchange  Certificates  for Note,  or if Section
         8.2(d) applies  receive a distribution,  as the Property  Trustee shall
         deem appropriate.

                  (c) Except where Section  8.1(a)(iv) or (v) or Section  8.2(d)
applies, in order to affect the liquidation of the Trust and distribution of the
Notes to Holders,  the Property  Trustee shall  establish a record date for such
distribution  (which  shall  be not more  than 45 days  prior to the date of the
Liquidation)  and,  either  itself  acting  as  exchange  agent or  through  the
appointment of a separate exchange agent,  shall establish such procedures as it
shall deem  appropriate to effect the  distribution of Notes in exchange for the
outstanding Certificates.

                  (d) In the event that, notwithstanding the other provisions of
this Section 8.2, whether because of an order for dissolution entered by a court
of competent jurisdiction or otherwise,  distribution of the Notes in the manner
provided herein is determined by the Property  Trustee not to be practical,  the
property of the Trust shall be  liquidated,  and the Trust shall be wound-up and
terminated,  by the  Property  Trustee in such  manner as the  Property  Trustee
determines.  In such  event,  the Holders of the  Securities  on the date of the
Liquidation  shall be  entitled  to  receive,  out of the  assets  of the  Trust
available for distribution to the Holders of the Securities  after  satisfaction
of the Trust's  liabilities  to  creditors,  if any,  cash or other  immediately
available  funds in an amount equal to the  aggregate of the stated  liquidation
amount of $[ ] per Security plus accumulated and unpaid Distributions thereon to
the date of payment (such amount being the "Liquidation Distribution"). If, upon
any such  Liquidation,  the  Liquidation  Distribution  can be paid only in part
because  the  Trust  has  insufficient  assets  available  to pay the  aggregate
Liquidation Distribution in full, then the amounts payable directly by the Trust
on the Securities  shall be paid on a Pro Rata basis.  The Holders of the Common
Securities  shall be entitled to receive the Liquidation  Distribution  Pro Rata
with the Holders of the Preferred Securities,  except that if an Indenture Event
of Default has occurred and is continuing,  then the Preferred  Securities shall
have a  preference  over the Common  Securities  with regard to the  Liquidation
Distribution.

                  (e) After the date  fixed for any  distribution  of Notes upon
dissolution  of the Trust,  (i) the  Securities  no longer shall be deemed to be
outstanding and (ii) the Certificates  shall be deemed to represent the Notes in
a principal  amount equal to the stated  liquidation  amount of the  Securities,
bearing  accrued and unpaid  interest in an amount equal to the  accumulated and
unpaid Distributions on the Securities, until such Certificates are presented to
the Regular Trustees or agent for transfer or reissuance.


                                      -48-
<PAGE>

                                    ARTICLE 9

       LIMITATION OF LIABILITY OF HOLDERS OF THE SECURITIES, THE DELAWARE
                               TRUSTEE AND OTHERS

         Section 9.1 Liability.

                  (a) Except as  expressly  set forth in this  Declaration,  the
Guarantee and the terms of the Securities, the Sponsor:

                  (i)  shall  not be  personally  liable  for the  return of any
         portion of the  capital  contributions  (or any return  thereon) of the
         Holders of the  Securities  that will be made solely from assets of the
         Trust; and

                  (ii)  shall  not be  required  to pay to the  Trust  or to any
         Holder of the Securities any deficit,  upon dissolution of the Trust or
         otherwise.

                  (b)  Pursuant to Section  3803(a) of the  Business  Trust Act,
Holders of the 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 9.2 Exculpation.

                  (a) No  Indemnified  Person  shall be liable,  responsible  or
accountable  in damages or otherwise  to the Trust or to 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 that 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 Property  Trustee,  negligence)  or willful  misconduct  with
respect to such acts or omissions.

                  (b)  Each  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  such  Indemnified  Person  reasonably  believes to be 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 the Securities might properly be
paid.

         Section 9.3 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


                                      -49-
<PAGE>

any other Covered  Person for its good faith  reliance on the provisions of this
Declaration.  The  provisions  of this  Declaration,  to the  extent  that  they
restrict the duties and liabilities of an Indemnified  Person otherwise existing
at law or in equity (other than the duties imposed on the Property Trustee under
the Trust Indenture Act), are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person.

                  (b) Unless otherwise expressly provided herein whenever:

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

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

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms,  considering  in each case the relative  interest of each
party (including its own interest) to such conflict,  agreement,  transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices and any applicable  generally accepted accounting
practices or principles.  In the absence of bad faith by the Indemnified Person,
the  resolution,  action or term so made,  taken or provided by the  Indemnified
Person shall not 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 9.4 Indemnification.

                  (a) To the fullest  extent  permitted by  applicable  law, the
Sponsor, in its capacity as Notes Issuer, shall indemnify and hold harmless each
Indemnified  Person from and against any loss,  damage or claim incurred by such
Indemnified Person 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  authority
conferred  on such  Indemnified  Person  by  this  Declaration,  except  that no
Indemnified  Person shall be entitled to be  indemnified in respect of any loss,
damage  or  claim  incurred  by such  Indemnified  Person  by  reason  of  gross
negligence  (or, in the case of the  Property  Trustee,  negligence)  or willful
misconduct with respect to such acts or omissions.


                                      -50-
<PAGE>

                  (b) The  provisions  of this  Section  9.4 shall  survive  the
termination of this Declaration or the resignation or removal of any Trustee.

                  (c)  The  Sponsor  or the  Trust  may  purchase  and  maintain
insurance on behalf of any Person who is or was an  Indemnified  Person  against
any liability asserted against him or her and incurred by him or her in any such
capacity,  or  arising  out of his or her  status  as such,  whether  or not the
Sponsor  would have the power to  indemnify  him or her against  such  liability
under the provisions of this Section 9.4.

                  (d) For  purposes  of this  Section  9.4,  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 9.4 with respect to the  resulting or surviving  entity as he or
she would  have had with  respect  to such  constituent  entity if its  separate
existence had continued.

                  (e) The  indemnification  provided by, or granted pursuant to,
this Section 9.4 shall continue,  unless  otherwise  provided when authorized or
ratified,  as to a Person who has ceased to be an  Indemnified  Person and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
Person.  The  obligation  to  indemnify  as set forth in this  Section 9.4 shall
survive  the  resignation  or removal of the  Delaware  Trustee or the  Property
Trustee or the termination of this Declaration.

         Section 9.5 Outside  Businesses.  Any Covered Person, the Sponsor,  the
Delaware Trustee and the Property Trustee (subject to Section 6.3(c)) 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
activities of the Trust,  and the Trust and the Holders of the 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  activities  of the  Trust,  shall  not be deemed
wrongful or improper. Each Covered Person, the Sponsor, the Delaware Trustee and
the Property Trustee shall not 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 Property Trustee shall have
the  right  to  take  for its  own  account  (individually  or as a  partner  or
fiduciary)  or to recommend to others any such  particular  investment  or other
opportunity.  Any Covered Person,  the Delaware Trustee and the Property Trustee
may engage or be  interested  in any  financial  or other  transaction  with the
Sponsor or any Affiliate of the Sponsor,  or may act as depositary for,  trustee
or agent for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.


                                      -51-
<PAGE>

                                   ARTICLE 10

                                   ACCOUNTING

         Section 10.1 Fiscal Year. The fiscal year ("Fiscal  Year") of the Trust
shall be the calendar year, or such other year as is required by the Code.

         Section 10.2 Certain Accounting Matters.

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

                  (b) The  Regular  Trustees  shall  cause  to be  prepared  and
delivered  to each  Holder of  Securities,  within 90 days after the end of each
Fiscal Year of the Trust, annual financial statements of the Trust,  including a
balance  sheet of the Trust as of the end of such Fiscal  Year,  and the related
statements of income or loss.

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

                  (d) The Regular  Trustees  shall cause to be duly prepared and
filed with the  appropriate  taxing  authority an annual United  States  federal
income tax return,  on 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 on behalf of the Trust with any state or local taxing authority.

         Section  10.3  Banking.  The  Trust  shall  maintain  one or more  bank
accounts in the name and for the sole  benefit of the Trust;  provided  that all
payments of funds in respect of the Notes held by the Property  Trustee shall be
made  directly to the Property  Account and no other funds of the Trust shall be
deposited in the Property Account.  The sole signatories for such accounts shall
be designated by the Regular Trustees;  provided that the Property Trustee shall
designate the signatories for the Property Account.

         Section  10.4  Withholding.  The Trust and the Regular  Trustees  shall
comply with all withholding  requirements under United States federal, state and
local law. The Regular Trustees shall request, and the Holders of the Securities
shall  provide to the Trust,  such forms or  certificates  as are  necessary  to
establish  an  exemption  from  withholding  with  respect  to  each  Holder  of
Securities and any representations and forms as shall reasonably be requested by
the  Regular  Trustees  to assist  them in  determining  the  extent  of, and in
fulfilling, the Trust's


                                      -52-
<PAGE>

withholding obligations. The Regular Trustees shall file the required forms with
applicable  jurisdictions  and, unless an exemption from withholding is properly
established by a Holder of Securities, shall remit amounts withheld with respect
to such  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 of Securities,  the amount  withheld
shall be deemed to be a  distribution  in the amount of the  withholding to such
Holder. In the event of any claimed over withholding,  a Holder shall be limited
to an action against the applicable  jurisdiction.  If the amount required to be
withheld was not withheld from actual  Distributions  made, the Trust may reduce
subsequent Distributions by the amount of such withholding.

                                   ARTICLE 11

                             AMENDMENTS AND MEETINGS

         Section 11.1 Amendments.

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

                  (i) the Sponsor;

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

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

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

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

                  (i)  unless,  in the  case  of  any  proposed  amendment,  the
         Property Trustee first has 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  that
         affects the rights,  powers,  duties,  obligations or immunities of the
         Property Trustee, the Property Trustee first has 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


                                      -53-
<PAGE>

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

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

                           (A)      cause the Trust to be classified  other than
                                    as a grantor trust for United States federal
                                    income tax purposes;

                           (B)      reduce or  otherwise  adversely  affect  the
                                    powers   of   the   Property    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,  (i) any amendment that would (A) materially  adversely
affect the powers,  preferences or special rights of the Securities,  whether by
way  of  amendment  to  this  Declaration  or  otherwise  or (B)  result  in the
dissolution,  winding-up or  termination of the Trust other than pursuant to the
terms of this Declaration shall not be effective except with the approval of the
Holders of at least a Majority in Liquidation  Amount of the Securities,  voting
together as a single class;  provided that if any amendment or proposal referred
to in clause (A) above would  materially  adversely  affect  only the  Preferred
Securities  or the  Common  Securities,  then only the  affected  class  will be
entitled to vote on such  amendment or proposal,  and such amendment or proposal
shall not be  effective  except with the  approval of a Majority in  Liquidation
Amount of the class of Securities affected thereby;  and (ii) any amendment that
would (A) change the amount or timing of any  Distribution  of the Securities or
otherwise adversely affect the amount of any Distribution  require to be made in
respect of the  Securities as of a specified date or (B) restrict the right of a
Holder of Securities to institute suit for the enforcement of an such payment on
or after such date  shall not be  effective  except  with the  approval  of each
Holder of Securities affected thereby.

                  (d) This Section 11.1 shall not be amended without the consent
of all of the Holders of the Securities.

                  (e) Article 4 shall not be amended  without the consent of the
Holders of the Common Securities.

                  (f) The rights of the Holders of the Common  Securities  under
Articles 6 and 7 to increase or decrease  the number of, and appoint and remove,
Trustees  shall not be amended  without the consent of the Holders of the Common
Securities.

                  (g) Notwithstanding  Section 11.1(c),  this Declaration may be
amended by the  Sponsor  and the  Regular  Trustees  without  the consent of the
Holders of the Securities, provided that such amendment does not have a material
adverse  effect on the rights,  preferences  or privileges of the Holders of the
Securities:


                                      -54-
<PAGE>

                  (i) to cure any ambiguity;

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

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

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

                  (v) to  modify,  eliminate  and add to any  provision  of this
         Declaration  to ensure that the Trust will be  classified  as a grantor
         trust for United States  federal  income tax purposes at all times that
         any Securities are  outstanding or to ensure that the Trust will not be
         required to  register as an  Investment  Company  under the  Investment
         Company Act; provided that such  modification,  elimination or addition
         would  not  adversely  affect  in  any  material  respect  the  rights,
         privileges or preferences of any Holder of Securities.

         Section  11.2  Meetings  of the  Holders of the  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 a writing stating that the
signing  Holders of the  Securities  wish to call a meeting and  indicating  the
general or specific purpose for which the meeting is to be called. The Holder or
Holders  of the  Securities  calling a meeting  shall  specify  in  writing  the
Securities held by such Holder or Holders,  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 the Holders
of the Securities:

                  (i)  Notice  of any  such  meeting  shall  be given to all the
         Holders of the Securities having a right to vote thereat at least seven
         days  and not  more  than  60 days  before  the  date of such  meeting.
         Whenever a vote,  consent or approval of the Holders of the  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 the  Securities.  Any action  that may be taken at a
         meeting of the Holders of the Securities may be taken without a meeting
         and  without  prior  notice if a consent in writing  setting  forth the
         action so taken is signed by the Holders of the  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 the Securities having a right to vote thereon were
         present and  voting.  Prompt  notice of the taking of action  without a
         meeting


                                      -55-
<PAGE>

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

                  (ii) Each Holder of the Securities may authorize any Person to
         act for it by  proxy on any or all  matters  in which  such  Holder  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 such proxy. 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.

                  (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
         for trading otherwise  provides,  the Regular  Trustees,  in their sole
         discretion,  shall establish all other provisions  relating to meetings
         of Holders of the 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 the Securities, waiver of any such notice, action by consent
         without a meeting without prior notice,  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 12

                     REPRESENTATIONS OF THE PROPERTY TRUSTEE
                            AND THE DELAWARE TRUSTEE

         Section 12.1  Representations  and Warranties of the Property  Trustee.
The initial  Property  Trustee  represents  and warrants to the Trust and to the
Sponsor at the date of this  Declaration,  and each Successor  Property  Trustee
represents  and  warrants  to the  Trust  and the  Sponsor  at the  time of such
Successor Property Trustee's  acceptance of its appointment as Property Trustee,
that:

                  (a) the Property  Trustee is a corporation or national banking
association duly organized, validly existing and in good standing under the laws
of the jurisdiction of its  incorporation or organization,  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 Property Trustee  satisfies the requirements set forth
in Section 6.3(a);


                                      -56-
<PAGE>

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

                  (d)  the   execution,   delivery  and   performance   of  this
Declaration  by the Property  Trustee do not  conflict  with,  nor  constitute a
breach of, the articles of association or incorporation,  as the case may be, or
the by-laws (or other similar organizational documents) of the Property Trustee;
and

                  (e) no consent,  approval or authorization of, or registration
with or notice to, any state or federal  banking  authority  is required for the
execution delivery or performance by the Property Trustee of this Declaration.

         Section 12.2  Representations  and Warranties of the Delaware  Trustee.
The 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 such
Successor Delaware Trustee's  acceptance of its appointment as Delaware Trustee,
that:

                  (a) the Delaware Trustee  satisfies the requirements set forth
in Section 6.2 and has the power and  authority to execute and  deliver,  and to
carry out and perform its obligations  under the terms of, this Declaration and,
if it is not a natural person, is a corporation duly organized, validly existing
and in good standing  under the laws of its  jurisdiction  of  incorporation  or
organization;

                  (b) the Delaware  Trustee has been  authorized  to perform its
obligations  under  the  Certificate  of Trust  and this  Declaration;  and this
Declaration  constitutes a legal,  valid and binding  obligation of the Delaware
Trustee under Delaware law,  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);
and

                  (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.


                                      -57-
<PAGE>

                                   ARTICLE 13

                                  MISCELLANEOUS

         Section 13.1  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 Property Trustee, the Delaware Trustee and the Holders
of the Securities):

                           RC Trust II
                           141 Spring Street
                           Lexington, Massachusetts  02421
                           Attention:  [Richard A. Goglia]
                           Telephone No:  (781) 862-6600
                           Fax No:  (781) 860-2341

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

                           [The Bank of New York (Delaware)]
                           [                                   ]
                           [                                   ]
                           [                                   ]
                           Attention: [                        ]
                           Telephone No: [(    )               ]
                           Fax No: [(    )                     ]

                  (c) if given to the Property  Trustee,  at its Corporate Trust
Office (telephone no.  [(    )              ] and fax no. [(    )              ]
(or such other address as the Property Trustee may give notice of to the Regular
Trustees, the Delaware Trustee and the Holders of the Securities);

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

                           Raytheon Company
                           141 Spring Street
                           Lexington, Massachusetts  02421
                           Attention:  Corporate Secretary
                           Telephone No:  (781) 862-6600
                           Fax No: (781) 860-3899

                  (e) if given to any Holder of  Preferred  Securities,  at such
Holder's address as set forth in the register of the Trust.


                                      -58-
<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 13.2  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,  without  regard to  principles  of conflicts of
laws.

         Section  13.3  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 in a manner consistent with such classification.

         Section 13.4 Headings.  The 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 13.5 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  Trustee  shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.

         Section  13.6  Partial   Enforceability.   If  any  provision  of  this
Declaration or the  application of such provision to any Person or  circumstance
is 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 13.7  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 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.


                                      -59-
<PAGE>

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

                                       RAYTHEON COMPANY,
                                       as Sponsor and Notes Issuer


                                       By:

                                       Name:    [Richard A. Goglia]
                                       Title:   [Vice President and Treasurer]

                                       [THE BANK OF NEW YORK],
                                       as Property Trustee


                                       By:

                                       Name:
                                       Title:

                                       [THE BANK OF NEW YORK (DELAWARE)],
                                       as Delaware Trustee


                                       By:

                                       Name:
                                       Title:



                                       [Richard A. Goglia], as Regular Trustee



                                       [                   ], as Regular Trustee



                                       [                   ], as Regular Trustee



  [Signature page for Amended and Restated Declaration of Trust of RC Trust II]


                                      -60-
<PAGE>

                                                                       EXHIBIT A

                    FORM OF PREFERRED SECURITIES CERTIFICATE

                  [IF THE PREFERRED SECURITY IS TO BE A GLOBAL SECURITY,  INSERT
A LEGEND  SUBSTANTIALLY TO THE FOLLOWING  EFFECT:  This Preferred  Security is a
Global  Security  within the meaning of the Amended and Restated  Declaration of
Trust of RC TRUST II  hereinafter  referred to and is  registered in the name of
The Depository Trust Company,  a New York corporation (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 Amended and Restated
Declaration of Trust of RC Trust II, 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  Certificate is presented by an
authorized  representative  of the  Depositary  to the  issuer  or its agent for
registration  of  transfer,  exchange or  payment,  and any  Preferred  Security
Certificate issued is registered in the name of Cede & Co. or such other name as
registered by an authorized  representative  of the Depositary  (and any payment
hereon  is made to Cede & Co. or to such  other  entity  as is  requested  by an
authorized  representative of the Depositary),  and except as otherwise provided
in the Amended and Restated  Declaration of Trust of RC Trust II dated as of [ ,
], ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS  WRONGFUL,  since the  registered  owner  hereof,  Cede & Co.,  has an
interest herein.]




Certificate No. __________           Number of Preferred Securities: ___________
CUSIP No. ________________           Aggregate Liquidation Amount: $____________




                   Certificate Evidencing Preferred Securities
                                       of
                                   RC Trust II

                              Preferred Securities
                (liquidation amount $[ ] per Preferred Security)

                  RC Trust II, a statutory business trust created under the laws
of the State of Delaware (the "Trust"),  hereby certifies that [__________] (the
"Holder") is the  registered  owner of ____  preferred  securities  of the Trust
representing   undivided  beneficial  interests  in  the  assets  of  the  Trust
designated  the  Preferred  Securities  (liquidation  amount $[ ] per  Preferred
Security)   (the   "Preferred   Securities").   The  Preferred   Securities  are
transferable  on the  register of the Trust,


                                       A-1
<PAGE>

in person or by a duly authorized  attorney,  upon surrender of this certificate
duly endorsed and in proper form for transfer as provided in the Declaration (as
defined below). The designation rights,  privileges,  restrictions,  preferences
and other terms and provisions of the Preferred  Securities  represented  hereby
are issued and shall in all respect 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")),  among Raytheon Company,
as Sponsor,  [Richard A. Goglia][, and ], as Regular Trustees,  [The Bank of New
York],  as  Property  Trustee,  [The Bank of New York  (Delaware)],  as Delaware
Trustee,  and the holders from time to time, of undivided  beneficial  ownership
interests  in the assets of the  Trust.  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 Guarantee  Agreement,  dated as of [ , ], as the
same may be amended from time to time,  of Raytheon  Company,  in respect of the
Preferred  Securities.  The Sponsor will provide a copy of the Declaration,  the
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 Holder is bound by the
terms of the Declaration and is entitled to the benefits thereunder.

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

                  IN WITNESS WHEREOF, the Trust has  executed  this  certificate
this [   ] day of [                 ,    ].


                                     RC TRUST II



                                     By:________________________________________
                                     [Richard A. Goglia], as Regular Trustee





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

                                     [THE BANK OF NEW YORK], as
                                     Property Trustee


                                     By:________________________________________
                                     Title:_____________________________________


                                       A-2
<PAGE>


                                                                       EXHIBIT B

                      FORM OF COMMON SECURITIES CERTIFICATE

         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE
                         DECLARATION (AS DEFINED BELOW)

Certificate No.______                       Number of Common Securities: _______
                                           Aggregate Liquidation Amount: $______



                    Certificate Evidencing Common Securities
                                       of
                                   RC Trust II

                                Common Securities
                  (liquidation amount $[ ] per Common Security)

                  RC Trust II, a statutory business trust created under the laws
of   the   State   of   Delaware   (the   "Trust"),    hereby   certifies   that
_________________________   (the   "Holder")   is  the   registered   owner   of
_________________  common  securities  of the Trust  representing  an  undivided
beneficial  interest in the assets of the Trust designated the Common Securities
(liquidation amount $[ ] per Common Security) (the "Common Securities").  Except
as provided in the Declaration (as defined below), the Common Securities are not
transferable, and any attempted transfer thereof shall be void. 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")), among Raytheon Company, as Sponsor, [Richard A. Goglia][, and
                    ], as Regular Trustees,  [The Bank of New York], as Property
Trustee,  [The  Bank of New  York  (Delaware)],  as  Delaware  Trustee,  and the
holders,  from time to time, of undivided  beneficial ownership interests in the
assets of the Trust.  The Sponsor will provide a copy of the Declaration and the
Indenture to the Holder  without  charge upon written  request to the Sponsor at
its principal place of business.

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

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


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<PAGE>



                  IN WITNESS WHEREOF, the Trust has  executed  this  certificate
this [   ] day of [                 ,    ].

                                        RC TRUST II


                                        By:_____________________________________
                                        [Richard A. Goglia], as Regular Trustee





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