<Page>

                                                                     EXHIBIT 4.5











                           ILLINOIS POWER FINANCING II









                                     FORM OF



                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST



                           DATED AS OF _________, ____





<Page>



                                TABLE OF CONTENTS


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

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

ARTICLE II TRUST INDENTURE ACT....................................................................................6

    Section 2.1       Trust Indenture Act; Application............................................................6
    Section 2.2       Lists of Holders of Securities..............................................................7
    Section 2.3       Reports by the Property Trustee.............................................................7
    Section 2.4       Periodic Reports to Property Trustee........................................................7
    Section 2.5       Evidence of Compliance with Conditions Precedent............................................8
    Section 2.6       Events of Default; Waiver...................................................................8
    Section 2.7       Event of Default; Notice....................................................................9

ARTICLE III ORGANIZATION.........................................................................................10

    Section 3.1       Name.......................................................................................10
    Section 3.2       Office.....................................................................................10
    Section 3.3       Purpose....................................................................................10
    Section 3.4       Authority..................................................................................10
    Section 3.5       Title to Property of the Trust.............................................................11
    Section 3.6       Powers and Duties of the Administrative Trustees...........................................11
    Section 3.7       Prohibition of Actions by the Trust and the Trustees.......................................13
    Section 3.8       Powers and Duties of the Property Trustee..................................................15
    Section 3.9       Certain Duties and Responsibilities of the Property Trustee................................16
    Section 3.10      Certain Rights of Property Trustee.........................................................18
    Section 3.11      Delaware Trustee...........................................................................20
    Section 3.12      Execution of Documents.....................................................................20
    Section 3.13      Not Responsible for Recitals or Issuance of Securities.....................................20
    Section 3.14      Duration of Trust..........................................................................20
    Section 3.15      Mergers....................................................................................21
    Section 3.16      Property Trustee May File Proofs of Claim..................................................22

ARTICLE IV SPONSOR...............................................................................................23

    Section 4.1       Sponsor's Purchase of Common Securities....................................................23
    Section 4.2       Responsibilities of the Sponsor............................................................23
    Section 4.3       Right to Proceed...........................................................................24

ARTICLE V TRUSTEES...............................................................................................24

    Section 5.1       Number of Trustees: Appointment of Co-Trustee..............................................24
    Section 5.2       Delaware Trustee...........................................................................25
    Section 5.3       Property Trustee; Eligibility..............................................................25


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    Section 5.4       Certain Qualifications of Administrative Trustees and Delaware Trustee Generally...........26
    Section 5.5       Administrative Trustees....................................................................26
    Section 5.6       Delaware Trustee...........................................................................26
    Section 5.7       Appointment, Removal and Resignation of Trustees...........................................27
    Section 5.8       Vacancies Among Trustees...................................................................28
    Section 5.9       Effect of Vacancies........................................................................28
    Section 5.10      Meetings...................................................................................28
    Section 5.11      Delegation of Power........................................................................29
    Section 5.12      Merger, Conversion, Consolidation or Succession to Business................................29

ARTICLE VI DISTRIBUTIONS.........................................................................................29

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

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

    Section 7.1       General Provisions Regarding Securities....................................................30
    Section 7.2       Execution and Authentication...............................................................30
    Section 7.3       Form and Dating............................................................................31
    Section 7.4       Registrar and Paying Agent.................................................................32
    Section 7.5       Paying Agent to Hold Money in Trust........................................................33
    Section 7.6       Replacement Securities.....................................................................33
    Section 7.7       Outstanding Preferred Securities...........................................................33
    Section 7.8       Preferred Securities in Treasury...........................................................33
    Section 7.9       Temporary Securities.......................................................................34
    Section 7.10      Exchange...................................................................................35
    Section 7.11      Cancellation...............................................................................35
    Section 7.12      CUSIP Numbers..............................................................................35

ARTICLE VIII DISSOLUTION OF TRUST................................................................................36

    Section 8.1       Dissolution of Trust.......................................................................36

ARTICLE IX TRANSFER OF INTERESTS.................................................................................36

    Section 9.1       Transfer of Securities.....................................................................37
    Section 9.2       Transfer Procedures and Restrictions.......................................................37
    Section 9.3       Deemed Security Holders....................................................................41
    Section 9.4       Book Entry Interests.......................................................................41
    Section 9.5       Notices to Clearing Agency.................................................................42
    Section 9.6       Appointment of Successor Clearing Agency...................................................42

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS...................................42

    Section 10.1      Liability..................................................................................42
    Section 10.2      Exculpation................................................................................43


                                     ii


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    Section 10.3      Fiduciary Duty.............................................................................43
    Section 10.4      Indemnification............................................................................44
    Section 10.5      Outside Businesses.........................................................................47
    Section 10.6      Compensation; Fees.........................................................................47

ARTICLE XI ACCOUNTING............................................................................................48

    Section 11.1      Fiscal Year................................................................................48
    Section 11.2      Certain Accounting Matters.................................................................48
    Section 11.3      Banking....................................................................................48
    Section 11.4      Withholding................................................................................48

ARTICLE XII AMENDMENTS AND MEETINGS..............................................................................49

    Section 12.1      Amendments.................................................................................49
    Section 12.2      Meetings of the Holders; Action by Written Consent.........................................50

ARTICLE XIII REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE............................................51

    Section 13.1      Representations and Warranties of Property Trustee.........................................52
    Section 13.2      Representations and Warranties of Delaware Trustee.........................................52

ARTICLE XIV MISCELLANEOUS........................................................................................53

    Section 14.1      Notices....................................................................................53
    Section 14.2      GOVERNING LAW..............................................................................54
    Section 14.3      Intention of the Parties...................................................................54
    Section 14.4      Headings...................................................................................54
    Section 14.5      Successors and Assigns.....................................................................54
    Section 14.6      Partial Enforceability.....................................................................54
    Section 14.7      Counterparts...............................................................................55
    Section 14.8      No Recourse................................................................................55
</Table>


                                    iii


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                     SECTION OF TRUST INDENTURE ACT OF 1939
                                   AS AMENDED

<Table>
<S>                                                              <C>
310(a).....................................................................5.3
310(b)..........................................................5.3(c), 5.3(d)
311(a)..................................................................2.2(b)
311(b)..................................................................2.2(b)
312(a)..................................................................2.2(a)
312(b)..................................................................2.2(b)
313........................................................................2.3
314(a).............................................................2.4; 3.6(j)
314(c).....................................................................2.5
315(a).....................................................................3.9
315(b)..................................................................2.7(a)
315(c)..................................................................3.9(a)
315(d)..................................................................3.9(b)
316(a).....................................................................2.6
316(c)..................................................................3.6(e)
317(a)..........................................................3.8(e); 3.8(h)
317(b)............................................................ 3.8(i); 7.5
</Table>

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



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


                                      iv


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                          FORM OF AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                           ILLINOIS POWER FINANCING II

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

      WHEREAS, certain of the Trustees and the Sponsor established Illinois
Power Financing II (the "TRUST"), a trust created under the Delaware Business
Trust Act pursuant to a Declaration of Trust dated as of March ___, 2002 (the
"ORIGINAL DECLARATION") and a Certificate of Trust filed with the Secretary
of State of the State of Delaware on March ___, 2002, for the sole purpose of
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in
certain Debentures of the Debenture Issuer (each as hereinafter defined), and
engaging in only those other activities necessary, advisable 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 statutory business trust under the Business Trust Act
and that this Declaration constitute the governing instrument of such
business trust, the Trustees declare that all assets contributed to the Trust
will be held in trust for the benefit of the holders, from time to time, of
the securities representing undivided beneficial interests in the assets of
the Trust issued hereunder, subject to the provisions of this Declaration,
and the parties hereto hereby amend and restate each and every term and
provision of the original Declaration as follows:

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions.

      Unless the context otherwise requires:

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

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

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

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


                                      1


<Page>


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

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

      "ADMINISTRATIVE TRUSTEE" has the meaning set forth in SECTION 5.1(b).

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

      "AGENT" means any Paying Agent or Registrar.

      "AUTHORIZED OFFICER" of a Person means any other Person that is
authorized to legally bind such former Person.

      "BOOK ENTRY INTEREST" means a beneficial interest in a Global
Certificate registered in the name of a Clearing Agency or its nominee,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in SECTION 9.4.

      "BUSINESS DAY" means any day other than a Saturday or a Sunday or a day
on which banking institutions in Chicago, Illinois, New York, New York or
Houston, Texas are authorized or required by law or executive order to close.

      "BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the Delaware Code,
12 Del. Codess.3801 et seq., as it may be amended from time to time, or any
successor legislation.

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

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

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

      "COMMISSION" means the United States Securities and Exchange Commission
as from time to time constituted, or if any time after the execution of this
Declaration such Commission is not existing and performing the duties now
assigned to it under applicable federal securities laws, then the body
performing such duties at such time.

      "COMMON SECURITIES" has the meaning specified in SECTION 7.1(a).


                                      2


<Page>


      "COMMON SECURITIES GUARANTEE" means the guarantee agreement dated as of
______, ____ of the Sponsor in respect of the Common Securities.

      "COMMON SECURITIES SUBSCRIPTION AGREEMENT" means the subscription
agreement dated as of _____, ___ of the Sponsor in respect of the Common
Securities .

      "COMPANY INDEMNIFIED PERSON" means (a) any Administrative Trustee; (b)
any Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any officer, employee or agent of the Trust or
its Affiliates.

      "CORPORATE TRUST OFFICE" means the office of the Property Trustee at
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located at 2 N. LaSalle Street, Suite 1020,
Chicago, IL 60602.

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

      "DEBENTURE ISSUER" means Illinois Power Company, an Illinois
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer
of the Debentures under the Indenture.

      "DEBENTURE SUBSCRIPTION AGREEMENT" means the subscription agreement
dated as of _______, __ of the Trust in respect of the Debentures.

      "DEBENTURE TRUSTEE" means BNY Midwest Trust Company, as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means
such successor trustee.

      "DEBENTURES" means, collectively, the ____% Debentures issued pursuant
to the Indenture.

      "DEFAULT" means an event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

      "DEFINITIVE PREFERRED SECURITIES" shall have the meaning set forth in
SECTION 7.3(c).

      "DELAWARE TRUSTEE" has the meaning set forth in SECTION 5.2.

      "DIRECT ACTION" shall have the meaning set forth in SECTION 3.8(e).

      "DISTRIBUTION" means a distribution payable to Holders in accordance
with SECTION 6.1.

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

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


                                      3


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

      "FIDUCIARY INDEMNIFIED PERSON" has the meaning set forth in
SECTION 10.4(b).

      "FISCAL YEAR" has the meaning set forth in SECTION 11.1.

      "GLOBAL PREFERRED SECURITY" has the meaning set forth in SECTION 7.3(a).

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

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

      "INDENTURE" means the Indenture dated as of ______, ____, between the
Debenture Issuer and the Debenture Trustee, as amended from time to time.

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

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

      "LEGAL ACTION" has the meaning set forth in SECTION 3.6(g).

      "LIST OF HOLDERS" has the meaning set forth in SECTION 2.2(a).

      "MAJORITY IN LIQUIDATION AMOUNT" means, with respect to the Trust
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Preferred Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of more than 50% of
the aggregate liquidation amount of all outstanding Securities of the
relevant class.

      "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by any of the Chairman of the Board, a Vice Chairman of
the Board, the Chief Executive Officer, the President or a Vice President and
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of such Person. Any Officers' Certificate delivered by the Trust
shall be signed by at least one Administrative Trustee. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include: (a) a statement that each
officer signing the Officers' Certificate has read the covenant or condition
and the definitions relating thereto; (b) a brief statement of the nature and
scope of the examination or investigation undertaken by each officer in
rendering the Officers' Certificate; (c) a statement that each such officer
has made such examination or investigation as, in such officer's opinion, is
necessary to enable such officer to express an informed opinion as to whether
or not such covenant or condition has been complied with; and (d) a statement
as to whether, in the opinion of each such officer, such condition or
covenant has been complied with.


                                      4


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      "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of the Sponsor, and who shall be acceptable to the Property Trustee.

      "PAYING AGENT" has the meaning specified in SECTION 7.4.

      "PAYMENT AMOUNT" has the meaning specified in SECTION 6.1.

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

      "PREFERRED SECURITIES" has the meaning specified in SECTION 7.1(a).

      "PREFERRED SECURITIES GUARANTEE" means the guarantee agreement dated as
of ______, ____, by the Sponsor in respect of Preferred Securities.

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

      "PROPERTY TRUSTEE" has the meaning set forth in SECTION 5.3(a).

      "PROPERTY TRUSTEE ACCOUNT" has the meaning set forth in
SECTION 3.8(c)(i).

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

      "REGISTRAR" has the meaning set forth in SECTION 7.4.

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

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

      "RESTRICTED DEFINITIVE PREFERRED SECURITIES" has the meaning set forth
in SECTION 7.3(c).

      "RULE 3a-5" means Rule 3a-5 under the Investment Company Act, or any
successor rule or regulation.

      "SECURITIES" or "TRUST SECURITIES" means the Common Securities and the
Preferred Securities.


                                      5

<Page>


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

      "SECURITIES GUARANTEES" means the Common Securities Guarantee and the
Preferred Securities Guarantee.

      "SPECIAL EVENT" has the meaning set forth in SECTION 4(c) of Annex I
hereto.

      "SPONSOR" means Illinois Power Company, an Illinois corporation, or any
successor entity resulting from any merger, consolidation, amalgamation or
other business combination, in its capacity as sponsor of the Trust.

      "SPONSOR AFFILIATED HOLDER" shall have the meaning set forth in
SECTION 7.10(a).

      "SUCCESSOR ENTITY" has the meaning set forth in SECTION 3.15(b)(i).

      "SUCCESSOR PROPERTY TRUSTEE" has the meaning set forth in
SECTION 3.8(f).

      "SUPER MAJORITY" has the meaning set forth in SECTION 2.6(a)(ii).

      "10% IN LIQUIDATION AMOUNT" means, with respect to the Trust
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding 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 of all outstanding Securities of the relevant
class.

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

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

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

                                   ARTICLE II
                               TRUST INDENTURE ACT

Section 2.1 Trust Indenture Act; Application.


                                      6


<Page>


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

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

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

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

Section 2.2 Lists of Holders of Securities.

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

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

Section 2.3 Reports by the Property Trustee.

      Within 60 days after December 31 in each year following the date hereof,
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 shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

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

Section 2.4 Periodic Reports to Property Trustee.

      Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as are required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the


                                      7


<Page>


form, in the manner and at the times required by Section 314(a)(4) of the
Trust Indenture Act, such compliance certificate to be delivered annually on
or before 120 days after the end of each fiscal year of the Sponsor.

Section 2.5 Evidence of Compliance with Conditions Precedent.

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

Section 2.6 Events of Default; Waiver.

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

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

            (ii) requires the consent or vote of greater than a majority in
      aggregate principal amount of the holders of the Debentures (a "SUPER
      MAJORITY") to be waived under the Indenture, the Event of Default under
      the Declaration may only be waived by the vote of the Holders of at least
      the proportion in aggregate liquidation amount of the Preferred Securities
      that the relevant Super Majority represents of the aggregate principal
      amount of the Debentures outstanding. The foregoing provisions of this
      SECTION 2.6(a) shall be in lieu of Section 316(a)(1)(B) of the Trust
      Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is
      hereby expressly excluded from this Declaration and the Securities, as
      permitted by the Trust Indenture Act. Upon such waiver, any such default
      shall cease to exist, and any Event of Default with respect to the
      Preferred Securities arising therefrom shall be deemed to have been cured,
      for every purpose of this Declaration, but no such waiver shall extend to
      any subsequent or other default or an Event of Default with respect to the
      Preferred Securities or impair any right consequent thereon. Any waiver by
      the Holders of the Preferred Securities of an Event of Default with
      respect to the Preferred Securities shall also be deemed to constitute a
      waiver by the Holders of the Common Securities of any such Event of
      Default with respect to the Common Securities for all purposes of this
      Declaration without any further act, vote, or consent of the Holders of
      the Common Securities.

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

            (i) is not waivable under the Indenture, except where the Holders of
      the Common Securities are deemed to have waived such Event of Default
      under the


                                      8


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      Declaration as provided below in this SECTION 2.6(b), the Event
      of Default under the Declaration shall also not be waivable; or

            (ii) requires the consent or vote of a Super Majority to be waived,
      except where the Holders of the Common Securities are deemed to have
      waived such Event of Default under the Declaration as provided below in
      this SECTION 2.6(b), the Event of Default under the Declaration may only
      be waived by the vote of the Holders of at least the proportion in
      aggregate liquidation amount of the Common Securities that the relevant
      Super Majority represents of the aggregate principal amount of the
      Debentures outstanding; provided further, the Holders of Common Securities
      will be deemed to have waived any such Event of Default and all Events of
      Default with respect to the Common Securities and their consequences if
      all Events of Default with respect to the Preferred Securities have been
      cured, waived or otherwise eliminated, and until such Events of Default
      have been so cured, waived or otherwise eliminated, the Property Trustee
      will be deemed to be acting solely on behalf of the Holders of the
      Preferred Securities and only the Holders of the Preferred Securities will
      have the right to direct the Property Trustee in accordance with the terms
      of the Securities. The foregoing provisions of this SECTION 2.6(b) shall
      be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
      Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
      Indenture Act are hereby expressly excluded from this Declaration and the
      Securities, as permitted by the Trust Indenture Act. Subject to the
      foregoing provisions of this SECTION 2.6(b), upon such waiver, any such
      default shall cease to exist and any Event of Default with respect to the
      Common Securities arising therefrom shall be deemed to have been cured for
      every purpose of this Declaration, but no such waiver shall extend to any
      subsequent or other default or Event of Default with respect to the Common
      Securities or impair any right consequent thereon.

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

Section 2.7 Event of Default; Notice.

      (a) The Property Trustee shall, within 90 days after the occurrence of
a Default actually known to a Responsible Officer, transmit by mail, first
class postage prepaid, to the Holders, notices of all such Defaults with
respect to the Securities, unless such Defaults have been cured before the
giving of such notice; provided that, except for a Default in the payment of
principal of (or premium, if any) or interest (including Compounded Interest
and Additional Sums (as such terms are defined in the Indenture), if any) on
any of the Debentures, the Property Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer in good faith determines
that the withholding of such notice is in the interests of the Holders.

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


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            (i) a Default under SECTION 5.1(a) (other than the payment of
      Compounded Interest and Additional Sums) and SECTION 5.1(b) of the
      Indenture; or (ii) any Default as to which the Property Trustee shall have
      received written notice or of which a Responsible Officer charged with the
      administration of this Declaration shall have actual knowledge.

      (c) The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this Section 2.7, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture. Such certificate
shall comply with Section 314(a)(4) of the Trust Indenture Act.

      (d) The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee forthwith upon any Officer becoming aware of any Event
of Default or event which, after notice or lapse of time or both, would become
an Event of Default, an Officers' Certificate specifying such Event of Default
or event and what action the Company proposes to take with respect thereto.

                                   ARTICLE III
                                  ORGANIZATION

Section 3.1 Name.

      The Trust is named "DYNEGY CAPITAL TRUST III" as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Delaware Trustee, the Property Trustee and the Holders. The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrative Trustees.

Section 3.2 Office.

      The address of the principal office of the Trust is c/o Illinois Power
Company, 500 South 27th Street, Decatur, Illinois 62521. On ten Business Days
written notice to the Delaware Trustee, the Property Trustee and the Holders
of Securities, the Administrative Trustees may designate another principal
office.

Section 3.3 Purpose.

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

Section 3.4 Authority.

      Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Administrative Trustees shall
have exclusive and complete authority to carry out the purposes of the Trust.
An action taken by the Administrative Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust and an action
taken by the Property Trustee on behalf of the Trust in accordance with its
powers shall constitute the act of


                                     10


<Page>


and serve to bind the Trust. In dealing with the Trustees acting on behalf of
the Trust, no Person shall be required to inquire into the authority of the
Trustees to bind the Trust. Persons dealing with the Trust are entitled to
rely conclusively on the power and authority of the Trustees as set forth in
this Declaration.

Section 3.5 Title to Property of the Trust.

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

Section 3.6 Powers and Duties of the Administrative Trustees.

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

      (a) to issue and sell the Securities in accordance with this
Declaration; provided, however, that except as contemplated in SECTION 7.1(a),

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

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

            (iii) the issuance of Securities shall be limited to a simultaneous
      issuance of both Preferred Securities and Common Securities at the Closing
      Date;

      (b) in connection with the issue and sale of the Preferred Securities,
to the extent that such activities have not been performed in full by the
Sponsor pursuant to the Original Declaration prior to the date of this
Declaration, to:

            (i)  execute and file any documents prepared by the Sponsor, or take
      any acts as determined by the Sponsor to be necessary in order to qualify
      or register all or part of the Preferred Securities in any State in which
      the Sponsor has determined to qualify or register such Preferred
      Securities for sale; if deemed necessary or desirable by the Sponsor,
      execute and file an application, prepared by the Sponsor, to permit the
      Preferred Securities to trade or be quoted or listed in or on the
      securities exchange, quotation system or the Nasdaq Stock Market's
      National Market;

            (ii)  execute and deliver letters, documents, or instruments with
      DTC and other Clearing Agencies relating to the Preferred Securities;


                                     11


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

            (iv)  execute and enter into the Debenture Subscription Agreement
      and the Common Securities Subscription Agreement;

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

      (d) to give the Sponsor and the Property Trustee prompt written notice
of the occurrence of a Special Event;

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

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

      (g) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action, or otherwise adjust claims or demands of or against the Trust
("LEGAL ACTION"), unless pursuant to SECTION 3.8(e), the 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 and pay reasonable compensation for such services;

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

      (j) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by
any Administrative 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 for the
Securities or to appoint a Paying Agent for the Securities as provided in
SECTION 7.4 except for such time as such power to appoint a Paying Agent is
vested in the Property Trustee;


                                     12


<Page>


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

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

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

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

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

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

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

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

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

      Subject to this SECTION 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in
SECTION 3.8.

      The Administrative Trustees shall take all actions on behalf of the
Trust that are not specifically required by this Declaration to be taken by
any other Trustee.

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

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


                                     13


<Page>


      (a) The Trust shall not engage in any activity other than as required or
authorized by this Declaration. The Trust shall not:

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

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

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

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

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

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

            (vii) other than as provided in this Declaration or Annex I, (A)
      direct the time, method and place of conducting any proceeding with
      respect to any remedy available to the Debenture Trustee, or exercising
      any trust or power conferred upon the Debenture Trustee with respect to
      the Debentures, (B) waive any past default that is waivable under the
      Indenture, or (C) exercise any right to rescind or annul any declaration
      that the principal of all the Debentures shall be due and payable;

            (viii) consent to any amendment, modification or termination of the
      Indenture or the Debentures where such consent shall be required unless
      the Trust shall have received an opinion of independent tax counsel
      experienced in such matters to the effect that such amendment,
      modification or termination will not cause more than an insubstantial risk
      that for United States federal income tax purposes the Trust will not be
      classified as a grantor trust;

            (ix) take or consent to any action that would result in the
      placement of a lien, pledge, charge, mortgage or other encumbrance on any
      of the Trust property;

            (x) vary the investment (within the meaning of Treasury Regulation
      Section 301.7701-4(c)) of the Trust or of the Holders of Securities; or

            (xi) after the date hereof, enter into any contract or agreement
      (other than any other 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
      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


                                     14


<Page>


      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."

Section 3.8 Powers and Duties of the Property Trustee.

      (a) The legal title to the Debentures 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. The right, title and interest of the Property Trustee
to the Debentures shall vest automatically in each Person who may hereafter
be appointed as Property Trustee in accordance with SECTION 5.7. Such vesting
and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

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

      (c) The Property Trustee shall:

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

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

            (iii) upon written notice of distribution issued by the
      Administrative Trustees in accordance with the terms of the Securities,
      engage in such ministerial activities as shall be necessary or appropriate
      to effect the distribution of the Debentures to Holders upon the
      occurrence of certain events.

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

      (e) If an Event of Default has occurred and is continuing, then the
Holders of a Majority in liquidation amount of Preferred Securities have the
right to direct the exercise of any


                                     15

<Page>


trust or power conferred upon the Property Trustee under this Declaration
("DIRECT ACTION"), including the right to direct the Property Trustee to
exercise the remedies available to it as holder of the Debentures and the
Preferred Securities Guarantee. Subject to SECTION 3.9(a), the Property
Trustee shall take any Legal Action which arises out of or in connection with
an Event of Default of which a Responsible Officer has actual knowledge or
the Property Trustee's duties and obligations under this Declaration.

      (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 distributed to the Holders 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 5.7 (a "SUCCESSOR
      PROPERTY TRUSTEE").

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

      (h) The Property Trustee shall be authorized to undertake any actions
set forth in Section 317(a) of the Trust Indenture Act.

      (i) For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional
Paying Agents and 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
such additional Paying Agent may be removed by the Property Trustee at any
time the Property Trustee remains as Paying Agent and a successor Paying
Agent or additional Paying Agents may be (but are not required to be)
appointed at any time by the Property Trustee while the Property Trustee is
so acting as Paying Agent.

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

      Notwithstanding anything expressed or implied to the contrary in this
Declaration or any Annex or Exhibit hereto, (i) the Property Trustee must
exercise the powers set forth in this SECTION 3.8 in a manner that is
consistent with the purposes and functions of the Trust set out in SECTION 3.3,
and (ii) the Property Trustee shall not take any action that is inconsistent
with the purposes and functions of the Trust set out in SECTION 3.3.

Section 3.9 Certain Duties and Responsibilities of the Property Trustee.

      (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration and in the Securities and no implied covenants shall be read into
this Declaration against the Property Trustee. In case an Event of


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<Page>


Default has occurred (that has not been cured or waived pursuant to SECTION
2.6) of which a Responsible Officer has actual knowledge, the Property
Trustee shall exercise such of the rights and powers vested in it by this
Declaration, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.

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

            (i) prior to the occurrence of an Event of Default and after the
      curing or waiving of all such Events of Default that may have occurred:
      (A) the duties and obligations of the Property Trustee shall be determined
      solely by the express provisions of this Declaration and in the Securities
      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 in the Securities, and no implied covenants or obligations
      shall be read into this Declaration or the Securities 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; provided, however,
      that in the case of any such certificates or opinions that by any
      provision hereof are specifically required to be furnished to the Property
      Trustee, the Property Trustee shall be under a duty to examine the same to
      determine whether or not they conform to the requirements of this
      Declaration;

            (ii) the Property Trustee shall not be liable for any error of
      judgment made in good faith by a Responsible Officer, unless it shall be
      proved 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 in good faith in accordance with
      the direction of the Holders of not less than a Majority in liquidation
      amount of the Securities relating to the time, method and place of
      conducting any proceeding for any remedy available to the Property
      Trustee, or exercising any trust or power conferred upon the Property
      Trustee under this Declaration;

            (iv) no provision of this Declaration shall require the Property
      Trustee to expend or risk its own funds or otherwise incur personal
      financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that the repayment of such funds or 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,
      safekeeping and physical preservation of the Debentures and the Property
      Trustee Account shall be to


                                     17


<Page>


      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
      Debentures 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 may otherwise agree in writing with
      the Sponsor. Money held by the Property Trustee need not be segregated
      from other funds held by it except in relation to the Property Trustee
      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 Administrative 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 Administrative Trustees or
      the Sponsor.

Section 3.10 Certain Rights of Property Trustee.

      (a) Subject to the provisions of SECTION 3.9:

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

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

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

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

            (v) the Property Trustee may consult with counsel or other experts
      of its selection 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


                                     18


<Page>


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

            (vi) the Property Trustee shall be under no obligation to exercise
      any of the rights or powers vested in it by this Declaration at the
      request or direction of any Holder, unless such Holder shall have provided
      to the Property Trustee security and indemnity, reasonably satisfactory to
      the Property Trustee, against the costs, expenses (including reasonable
      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)(vi) shall be taken to relieve
      the Property Trustee, upon the occurrence of an Event of Default, of its
      obligation to exercise the rights and powers vested in it by this
      Declaration;

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

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

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

            (x) whenever in the administration of this Declaration the Property
      Trustee shall deem it desirable to receive instructions with respect to
      enforcing any remedy or right or taking any other action hereunder, the
      Property Trustee (i) may request instructions from the Holders 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 the terms of the Securities in respect of such
      remedy, right or action, (ii) may refrain from enforcing such remedy or
      right or taking such other action until such instructions are received,
      and (iii) shall be protected in conclusively relying on or acting in
      accordance with such instructions;


                                     19


<Page>


            (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 in good faith, without
      negligence, and reasonably believed by it to be authorized or within the
      discretion or rights or powers conferred upon it by this Declaration; and

            (xiii) the Trustee shall not be deemed to have notice of any
      Default or Event of Default unless a Responsible Officer of the Trustee
      has actual knowledge thereof or unless written notice of any event which
      is in fact such a default is received by the Trustee at the Corporate
      Trust Office of the Trustee, and such notice references the Securities
      and 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 5.2, the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Trustees (except as required under the Business Trust
Act) described in this Declaration. Except as set forth in SECTION 5.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Business Trust Act. In the
event the Delaware Trustee shall at any time be required to take any action
or perform any duty hereunder, the Delaware Trustee shall be entitled to the
benefits of SECTION 3.9(b)(ii)-(viii) and SECTION 3.10. No implied covenants
or obligations shall be read into this Declaration against the Delaware
Trustee.

Section 3.12 Execution of Documents.

      Except as otherwise required by the Business Trust Act or this
Declaration, any Administrative Trustee or, if there is only one, such
Administrative Trustee is authorized to execute on behalf of the Trust any
documents that the Administrative 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, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as
to the value or condition of the property of the Trust or any part thereof.
The Trustees make no representations as to the validity or sufficiency of
this Declaration or the Securities.

Section 3.14 Duration of Trust.


                                     20


<Page>


      The Trust, unless dissolved pursuant to the provisions of ARTICLE IX
hereof, shall have existence up to _______, ___.

Section 3.15 Mergers.

      (a) The Trust may not merge with or into, convert into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, except as described in
SECTION 3.15(b) and (c) of this Declaration and Section 3 of Annex I.

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

            (i) such successor entity (the "SUCCESSOR ENTITY") either: (A)
      expressly assumes all of the obligations of the Trust under the Securities
      and this Declaration; or (B) substitutes for the Securities other
      securities having substantially the same terms as the Securities (the
      "SUCCESSOR SECURITIES") so long as the Successor Securities rank the same
      as the Securities rank with respect to Distributions and payments upon
      liquidation, redemption and otherwise;

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

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

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

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

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


                                     21


<Page>


            (vii) prior to such merger, consolidation, amalgamation,
      replacement, conveyance, transfer or lease, the Sponsor has received an
      opinion of an independent counsel to the Trust experienced in such matters
      to the effect that: (A) such merger, consolidation, amalgamation,
      replacement, conveyance, transfer or lease does not adversely affect the
      rights, preferences and privileges of the Holders (including the holders
      of any Successor Securities) in any material respect (other than with
      respect to any dilution of the Holders' interest in the new entity); (B)
      following such merger, consolidation, amalgamation, replacement,
      conveyance, transfer or lease, neither the Trust nor the Successor Entity
      will be required to register as an Investment Company; and (C) following
      such merger, consolidation, amalgamation, replacement, conveyance,
      transfer or lease, the Trust (or the 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 Preferred Securities Guarantee and the
      Common Securities Guarantee;

            (ix) such Successor Entity expressly assumes all of the obligations
      of the Trust with respect to the Trustee; and

            (x) there shall have been furnished to the Property Trustee an
      Officers' Certificate and an Opinion of Counsel, each to the effect that
      all conditions precedent in this Declaration to such transaction have been
      satisfied.

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

Section 3.16 Property Trustee May File Proofs of Claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, 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 shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee
shall have 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:


                                     22


<Page>


      (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 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
to make such payments to the Property Trustee and, in the event the Property
Trustee shall consent 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
any plan of reorganization, arrangement, adjustment or compensation affecting
the Securities or the rights of any Holder thereof to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                                   ARTICLE IV
                                     SPONSOR

Section 4.1 Sponsor's Purchase of Common Securities.

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

Section 4.2 Responsibilities of the Sponsor.

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

      (a) if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration,
to prepare for filing by the Trust with the Commission and to execute on
behalf of the Trust any Registration Statement (including a Prospectus
contained therein and any Prospectus Supplement relating thereto), including
any amendments thereto;

      (b) if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration,
to determine the States in which to take appropriate action to qualify or
register for sale all or part of the Preferred Securities and to do any and
all such acts, other than actions which must be taken by the Trust, and
advise the Trust of actions it must take, and prepare for execution and
filing any documents to be executed


                                     23


<Page>


and filed by the Trust, as the Sponsor deems necessary or advisable in order
to comply with the applicable laws of any such States;

      (c) if deemed necessary or desirable by the Sponsor, to prepare for
filing by the Trust an application to permit the Preferred Securities to
trade or be quoted or listed in or on any other securities exchange,
quotation system or the Nasdaq Stock Market's National Market;

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

      (e) if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration,
to negotiate the terms of and execute on behalf of the Trust an Underwriting
Agreement providing for the sale and registration of the Preferred Securities;
and

      (f) if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration,
to negotiate the terms of the Debenture Subscription Agreement and the Common
Securities Agreement.

Section 4.3 Right to Proceed.

      The Sponsor acknowledges the rights of the Holders of Preferred
Securities (as set forth in SECTION 3.8(e) of this Declaration and Sections
5(b) and 6(c) of Annex I), in the event that a failure of the Trust to pay
Distributions on the Preferred Securities is attributable to the failure of
the Company to pay interest or principal on the Debentures, to institute a
proceeding directly against the Debenture Issuer for enforcement of its
payment obligations on the Debentures.

                                    ARTICLE V
                                    TRUSTEES

Section 5.1 Number of Trustees: Appointment of Co-Trustee.

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

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

      (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders
of the Common Securities; provided, however, that, the number of Trustees
shall in no event be less than two (2); provided further that (1) one Trustee
shall satisfy the requirements of the Delaware Trustee pursuant to SECTION
5.2; (2) there shall be at least one Trustee who is an officer of the Sponsor
(an "ADMINISTRATIVE TRUSTEE"); and (3) one Trustee shall be the Property
Trustee for so long as this Declaration is required to qualify as an
indenture under the Trust Indenture Act, and such Trustee may also serve as
Delaware Trustee if it meets the applicable requirements. Notwithstanding the
above, unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the


                                     24


<Page>


Trust's property may at the time be located, the Holders of a Majority in
liquidation amount of the Common Securities acting as a class at a meeting of
the Holders of the Common Securities, and the Administrative Trustees shall
have power to appoint one or more Persons either to act as a co-trustee,
jointly with the Property Trustee, of all or any part of the Trust's
property, or to act as separate trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such Person or Persons in such capacity any property, title, right or
power deemed necessary or desirable, subject to the provisions of this
Declaration. In case an Event of Default has occurred and is continuing, the
Property Trustee alone shall have power to make any such appointment of a
co-trustee.

Section 5.2 Delaware Trustee.

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

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

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

Section 5.3 Property Trustee; Eligibility.

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

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

            (ii) be a 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 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 Person publishes reports of condition at
      least annually, pursuant to law or to the requirements of the supervising
      or examining authority referred to above, then for the purposes of this
      SECTION 5.3(a)(ii), the combined capital and surplus of such corporation
      shall be deemed to be its combined capital and surplus as set forth in its
      most recent report of condition so published.

      (b) If at any time the Property Trustee shall cease to be eligible to
so act under SECTION 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in SECTION 5.7(c).

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


                                     25

<Page>

Act) shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

      (d)    The Preferred Securities Guarantee and the Indenture 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.

      (e)    The initial Property Trustee shall be:

             BNY Midwest Trust Company
             2 N. LaSalle Street
             Suite 1020
             Chicago, IL 60602
             Attention: Corporate Trust Department

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

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

Section 5.5  Administrative Trustees.

      The initial Administrative Trustees shall be:

             ____________________________________________
             ____________________________________________
             ____________________________________________
             ____________________________________________


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

      (b)    An Administrative Trustee shall have the authority set forth in
SECTION 3.12 to execute on behalf of the Trust any documents that the
Administrative Trustees have the power and authority to cause the Trust to
execute pursuant to SECTION 3.6 provided that any Registration Statement
referred to in SECTION 3.6(b)(i), including any amendments thereto, shall be
signed by all of the Administrative Trustees.

Section 5.6  Delaware Trustee.

      The initial Delaware Trustee shall be:


             The Bank of New York (Delaware)
             White Clay Center
             Route 273
             Newark, Delaware 1971
             Attention: Corporate Trust Department



                                       26
<Page>


Section 5.7  Appointment, Removal and Resignation of Trustees.

        (a)  Subject to SECTION 5.7(b) of this Declaration and to Section
6(b) of Annex I hereto, Trustees may be appointed or removed without cause at
any time:

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

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

           (iii)   if an Event of Default shall have occurred and be continuing
      after the issuance of the Securities, with respect to the Property Trustee
      or the Delaware Trustee, by vote of Holders of a Majority in liquidation
      amount of the Preferred Securities voting as a class at a meeting of
      Holders of the Preferred Securities.

      (b)    (i)   The Trustee that acts as Property Trustee shall not be
removed in accordance with SECTION 5.7(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
Administrative Trustees and the Sponsor; and

            (ii)   the Trustee that acts as Delaware Trustee shall not be
      removed in accordance with this SECTION 5.7(a) until a successor Trustee
      possessing the qualifications to act as Delaware Trustee under SECTION 5.2
      and SECTION 5.4 (a "SUCCESSOR DELAWARE TRUSTEE") has been appointed and
      has accepted such appointment by written instrument executed by such
      Successor Delaware Trustee and delivered to the Administrative Trustees
      and the Sponsor.

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

            (i)    No such resignation of the Trustee that acts as the Property
      Trustee shall be effective: (A) until a Successor Property Trustee has
      been appointed and has accepted such appointment by instrument executed by
      such Successor Property Trustee and delivered to the Trust, the Sponsor
      and the resigning Property Trustee; or (B) until the assets of the Trust
      have been completely liquidated and the proceeds thereof distributed to
      the Holders; and


                                       27
<Page>


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

      (d)   The Holders of the Common Securities or, if an Event of Default
shall have occurred and be continuing after the issuance of the Securities,
the Holders of the Preferred Securities shall use their best efforts to
promptly appoint a Successor Delaware Trustee or Successor Property Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers
an instrument of resignation in accordance with this SECTION 5.7.

      (e)   If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this
SECTION 5.7 within 60 days after delivery of an instrument of resignation or
removal, the Property Trustee or Delaware Trustee resigning or being removed,
as applicable, may petition, at the expense of the Sponsor, any court of
competent jurisdiction for appointment of a Successor Property Trustee or
Successor Delaware Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper and prescribe, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

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

      (g)   At the time of resignation or removal of the Property Trustee or
the Delaware Trustee, the Debenture Issuer shall pay to such Trustee any
amounts that may be owed to such Trustee pursuant to SECTION 10.4.

Section 5.8  Vacancies Among Trustees.

      If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to SECTION 5.1, or if the number of Trustees is
increased pursuant to SECTION 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with SECTION 5.7.

Section 5.9  Effect of Vacancies.

        The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee
shall not operate to dissolve, terminate or annul the Trust. Whenever a
vacancy in the number of Administrative Trustees shall occur, until such
vacancy is filled by the appointment of an Administrative Trustee in
accordance with SECTION 5.7, the Administrative Trustees in office,
regardless of their number, shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration.

Section 5.10 Meetings.


                                       28
<Page>


      If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may
be held at a time and place fixed by resolution of the Administrative
Trustees. Notice of any in-person meetings of the Administrative 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 such meeting. Notice of any telephonic meetings of the Administrative
Trustees or any committee thereof shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 24 hours before a meeting. Notices shall contain a
brief statement of the time, place and anticipated purposes of the meeting.
The presence (whether in person or by telephone) of an Administrative Trustee
at a meeting shall constitute a waiver of notice of such meeting except where
an Administrative 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 Administrative Trustees may be taken at a
meeting by vote of a majority of the Administrative 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 Administrative Trustees. In the event
there is only one Administrative Trustee, any and all action of such
Administrative Trustee shall be evidenced by a written consent of such
Administrative Trustee.

Section 5.11 Delegation of Power.

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

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

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

      Any Person into which the Property Trustee or the Delaware Trustee or
any Administrative Trustee that is not a natural person, as the case may be,
may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Property Trustee or the Delaware Trustee or the Administrative Trustees, as
the case may be, shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Property Trustee or the
Delaware Trustee or the Administrative Trustees, as the case may be, shall be
the successor of the Property Trustee or the Delaware Trustee or the
Administrative Trustees, as the case may be, hereunder, provided such Person
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                   ARTICLE VI
                                  DISTRIBUTIONS

Section 6.1  Distributions.

      Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities. If and to the extent that the
Debenture Issuer makes a payment of interest (including Compounded Interest
and Additional Sums), premium and/or principal on the


                                       29
<Page>


Debentures held by the Property Trustee with respect to the Debentures 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 distribution (a "DISTRIBUTION") of the
Payment Amount to Holders.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

Section 7.1  General Provisions Regarding Securities.

        (a)  The Administrative Trustees shall on behalf of the Trust issue one
class of preferred securities representing undivided beneficial interests in
the assets of the Trust having such terms as are set forth in Annex I (the
"PREFERRED SECURITIES") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "COMMON SECURITIES"). Annex I is hereby
incorporated in and made a part of this Declaration. The Trust shall issue no
securities or other interests in the assets of the Trust other than the Trust
Securities.

        (b)  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.

        (c)  Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable undivided beneficial interests in the assets of Trust.

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

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

Section 7.2  Execution and Authentication.

        (a)  The Securities shall be signed on behalf of the Trust by an
Administrative Trustee by manual or facsimile signature. In case any
Administrative Trustee of the Trust who shall have signed any of the
Securities shall cease to be such Administrative Trustee before the
Securities so signed shall be delivered by the Trust, such Securities
nevertheless may be delivered as though the person who signed such Securities
had not ceased to be such Administrative Trustee; and any Securities may be
signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Administrative Trustees of the
Trust, although at the date of the execution and delivery of the Declaration
any such person was not such an Administrative Trustee.

       (b)  One Administrative Trustee shall sign the Preferred Securities
for the Trust by manual or facsimile signature.


                                       30
<Page>

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

       Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Preferred Securities for
original issue. The aggregate number of Preferred Securities outstanding at
any time shall not exceed the number set forth in the Terms in Annex I hereto
except as provided in SECTION 7.6.

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

Section 7.3  Form and Dating.

       The Preferred Securities and the Property Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 and the
Common Securities shall be substantially in the form of Exhibit A-2, each of
which is hereby incorporated in and expressly made a part of this
Declaration. Certificates representing the Securities may be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by their
execution thereof. The Securities may have letters, CUSIP or other numbers,
notations or other marks of identification or designation and such legends or
endorsements required by law, stock exchange rule, agreements to which the
Trust is subject, if any, or usage (provided that any such notation, legend
or endorsement is in a form acceptable to the Trust). The Trust at the
direction of the Sponsor shall furnish any such legend not contained in
Exhibit A-1 to the Property Trustee in writing. Each Preferred Security shall
be dated the date of its authentication. The terms and provisions of the
Securities set forth in Annex I and the forms of Securities set forth in
Exhibits A-1 and A-2 are part of the terms of this Declaration and to the
extent applicable, the Property Trustee and the Sponsor, by their execution
and delivery of this Declaration, expressly agree to such terms and
provisions and to be bound thereby.

       (a)  Global Securities. Securities offered may be issued in the form
of one or more permanent global Securities in definitive, fully registered
form without distribution coupons with the appropriate global legends set
forth in Exhibit A-1 hereto (the "GLOBAL PREFERRED SECURITIES"), which shall
be deposited on behalf of the purchasers of the Preferred Securities
represented thereby with the Property Trustee, as custodian for the Clearing
Agency, and registered in the name of the Clearing Agency or a nominee of the
Clearing Agency, duly executed by the Trust and authenticated by the Property
Trustee as hereinafter provided. The number of Preferred Securities
represented by the Global Preferred Security may from time to time be
increased or decreased by adjustments made on the records of the Property
Trustee and the Clearing Agency or its nominee as hereinafter provided.

       (b)  Book-Entry Provisions. This SECTION 7.3(b) shall apply only to the
Global Preferred Securities.


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<Page>

       The Trust shall execute and the Property Trustee shall, in accordance
with this SECTION 7.3, authenticate and make available for delivery initially
one or more Global Preferred Securities that (i) shall be registered in the
name of Cede & Co. or other nominee of such Clearing Agency and (ii) shall be
delivered by the Trustee to such Clearing Agency or pursuant to such Clearing
Agency's written instructions or held by the Property Trustee as custodian
for the Clearing Agency.

       Members of, or participants in, the Clearing Agency ("PARTICIPANTS")
shall have no rights under this Declaration with respect to any Global
Preferred Security held on their behalf by the Clearing Agency or by the
Property Trustee as the custodian of the Clearing Agency or under such Global
Preferred Security, and the Clearing Agency may be treated by the Trust, the
Property Trustee and any agent of the Trust or the Property Trustee as the
absolute owner of such Global Preferred Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Trust, the
Property Trustee or any agent of the Trust or the Property Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Clearing Agency or impair, as between the Clearing Agency
and its Participants, the operation of customary practices of such Clearing
Agency governing the exercise of the rights of a holder of a beneficial
interest in any Global Preferred Security.

       (c) Definitive Preferred Securities. Except as provided in SECTION 7.9
or SECTION 9.2(d), owners of beneficial interests in a Global Preferred
Security will not be entitled to receive physical delivery of certificated
Preferred Securities ("DEFINITIVE PREFERRED SECURITIES"). Preferred
Securities not represented by a Global Preferred Security may be issued in
the form of individual certificates in definitive, fully registered form
without distribution coupons ("DEFINITIVE PREFERRED SECURITIES").

       (d) Authorized Denominations. The Preferred Securities are issuable
only in denominations of $1,000 and any integral multiple thereof.

Section 7.4  Registrar and Paying Agent.

       The Trust shall maintain in the Borough of Manhattan, The City of New
York, (i) an office or agency where Preferred Securities may be presented for
registration of transfer ("REGISTRAR"), and (ii) an office or agency where
Preferred Securities may be presented for payment ("PAYING AGENT"). The
Registrar shall keep a register of the Preferred Securities and of their
transfer. The Trust may appoint the Registrar and the Paying Agent and may
appoint one or more co-registrars, and one or more additional paying agents
in such other locations as it shall determine. The term "REGISTRAR" includes
any additional registrar and "PAYING AGENT" includes any additional paying
agent. The Trust may change any Paying Agent, Registrar or co-registrar
without prior notice to any Holder. The Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Administrative
Trustees. The Trust shall notify the Property Trustee of the name and address
of any Agent not a party to this Declaration. If the Trust fails to appoint
or maintain another entity as Registrar or Paying Agent, the Property Trustee
shall act as such. The Trust or any of its Affiliates may act as Paying Agent
or Registrar. The Trust shall act as Paying Agent, Registrar for the Common
Securities.


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<Page>

       The Trust initially appoints the Property Trustee acting through its
New York office, as Registrar and Paying Agent for the Preferred Securities.

Section 7.5  Paying Agent to Hold Money in Trust.

       The Trust shall require each Paying Agent other than the Property
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Property Trustee all money held by the Paying Agent
for the payment of liquidation amounts or Distributions, and will notify the
Property Trustee if there are insufficient funds for such purpose. While any
such insufficiency continues, the Property Trustee may require a Paying Agent
to pay all money held by it to the Property Trustee. The Trust at any time
may require a Paying Agent to pay all money held by it to the Property
Trustee and to account for any money disbursed by it. Upon payment over to
the Property Trustee, the Paying Agent (if other than the Trust or an
Affiliate of the Trust) shall have no further liability for the money. If the
Trust or the Sponsor or an Affiliate of the Trust or the Sponsor acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent.

Section 7.6  Replacement Securities.

       If a Holder claims that a Security owned by it has been lost,
destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or in the case of the Preferred Securities to the
Property Trustee, the Trust shall issue and the Property Trustee shall, upon
written order of the Trust, authenticate a replacement Security if the
Property Trustee's and the Trust's requirements, as the case may be, are met.
An indemnity bond must be provided by the Holder which, in the judgment of
the Property Trustee, is sufficient to protect the Trustees, the Sponsor, the
Trust or any authenticating agent from any loss which any of them may suffer
if a Security is replaced. The Trust may charge such Holder for its expenses
in replacing a Security. Every replacement Security issued and authenticated
in accordance with this SECTION 7.6 shall represent an undivided beneficial
interest in the Trust.

Section 7.7  Outstanding Preferred Securities.

       The Preferred Securities outstanding at any time are all the Preferred
Securities authenticated by the Property Trustee except for those canceled by
it, those delivered to it for cancellation, and those described in this
Section as not outstanding.

       If a Preferred Security is replaced, paid or purchased pursuant to
SECTION 7.6 hereof, it ceases to be outstanding unless the Property Trustee
receives proof satisfactory to it that the replaced, paid or purchased
Preferred Security is held by a bona fide purchaser.

       If Preferred Securities are considered paid in accordance with the
terms of this Declaration, they cease to be outstanding and Distributions on
them shall cease to accumulate.

       A Preferred Security does not cease to be outstanding because one of
the Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.

Section 7.8  Preferred Securities in Treasury.


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<Page>

       In determining whether the Holders of the required amount of
Securities have concurred in any direction, waiver or consent, Preferred
Securities owned by the Trust, the Sponsor or an Affiliate of the Sponsor, as
the case may be, shall be disregarded and deemed not to be outstanding,
except that for the purposes of determining whether the Property Trustee
shall be fully protected in relying on any such direction, waiver or consent,
only Securities which a Responsible Officer of the Property Trustee actually
knows are so owned shall be so disregarded.

Section 7.9  Temporary Securities.

       (a) Until Definitive Preferred Securities are ready for delivery, the
Trust may prepare and, in the case of the Preferred Securities, the Property
Trustee shall authenticate temporary Securities. Temporary Securities shall
be substantially in the form of Definitive Preferred Securities but may have
variations that the Trust considers appropriate for temporary Securities.
Without unreasonable delay, the Trust shall prepare and, in the case of the
Preferred Securities, the Property Trustee shall authenticate Definitive
Preferred Securities in exchange for temporary Securities.

       (b) A Global Preferred Security deposited with the Clearing Agency or
with the Property Trustee as custodian for the Clearing Agency pursuant to
SECTION 7.3 shall be transferred to the beneficial owners thereof in the form
of Definitive Preferred Securities only if such transfer complies with
SECTION 9.2 and (i) the Clearing Agency notifies the Sponsor that it is
unwilling or unable to continue as Clearing Agency for such Global Preferred
Security or if at any time such Clearing Agency ceases to be a "clearing
agency" registered under the Exchange Act and a clearing agency is not
appointed by the Sponsor within 90 days of such notice, (ii) a Default or an
Event of Default has occurred and is continuing or (iii) the Administrative
Trustees, on behalf of the Trust at its sole discretion elects to cause the
issuance of Definitive Preferred Securities.

       (c) Any Global Preferred Security that is transferable to the
beneficial owners thereof in the form of Definitive Preferred Securities
pursuant to this SECTION 7.9 shall be surrendered by the Clearing Agency to
the Property Trustee located in the Borough of Manhattan, The City of New
York, to be so transferred, in whole or from time to time in part, without
charge, and the Property Trustee shall authenticate and make available for
delivery, upon such transfer of each portion of such Global Preferred
Security, an equal aggregate liquidation amount of Securities of authorized
denominations in the form of certificated Preferred Securities. Any portion
of a Global Preferred Security transferred pursuant to this Section shall be
registered in such names as the Clearing Agency shall direct.

       (d) Subject to the provisions of SECTION 7.9(c), the Holder of a
Global Preferred Security may grant proxies and otherwise authorize any
Person, including Participants and Persons that may hold interests through
Participants, to take any action which such Holder is entitled to take under
this Declaration or the Securities.

       (e) In the event of the occurrence of any of the events specified in
SECTION 7.9(b), the Administration Trustees on behalf of the Trust will
promptly make available to the Property Trustee a reasonable supply of
certificated Preferred Securities in fully registered form without
distribution coupons.


                                       34
<Page>

Section 7.10  Exchange.

       (a) If at any time the Sponsor or any of its Affiliates (in either
case, a "SPONSOR AFFILIATED HOLDER") is the Holder of any Preferred
Securities, such Sponsor Affiliated Holder shall have the right to deliver to
the Property Trustee all or such portion of its Preferred Securities as its
elects and receive, in exchange therefore, a like amount of Debentures. Such
election (i) shall be exercisable effective on any date of Distribution by
such Sponsor Affiliated Holder delivering to the Property Trustee a written
notice of such election specifying the liquidation amount of Preferred
Securities with respect to which such election is being made and the date of
Distribution on which such exchange shall occur, which Distribution date
shall be not less than ten Business Days after the date of receipt by the
Property Trustee of such election notice and (ii) shall be conditioned upon
such Sponsor Affiliated Holder having delivered or caused to be delivered to
the Property Trustee or its designee the Preferred Securities which are the
subject of such election by 10:00 A.M. New York time, on the date of
Distribution on which such exchange is to occur. After the exchange, such
Preferred Securities will be canceled and will no longer be deemed to be
outstanding and all rights of the Sponsor or its Affiliates with respect to
such Preferred Securities will cease.

       (b) In the case of an exchange described in SECTION 7.10(a), the Trust
will, on the date of such exchange, exchange Debentures having a principal
amount equal to a proportional amount of the aggregate liquidation amount of
the outstanding Common Securities, based on the ratio of the aggregate
liquidation amount of the Preferred Securities exchanged pursuant to SECTION
7.10(a) divided by the aggregate liquidation amount of the Preferred
Securities outstanding immediately prior to such exchange, for such
proportional amount of Common Securities held by the Sponsor (which
contemporaneously shall be canceled and no longer be deemed to be
outstanding); provided, that the Sponsor delivers or caused to be delivered
to the Property Trustee or its designee the required amount of Common
Securities to be exchanged by 10:00 A.M. New York time, on the date of
Distribution on which such exchange is to occur.

Section 7.11 Cancellation.

       The Trust at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Property Trustee any Preferred Securities surrendered to them for
registration of transfer, redemption, exchange or payment. The Property
Trustee shall promptly cancel all Preferred Securities, surrendered for
registration of transfer, redemption, exchange, payment, replacement or
cancellation and shall dispose of canceled Preferred Securities in accordance
with its customary procedures. The Trust may not issue new Preferred Securities
to replace Preferred Securities that it has paid or that have been delivered to
the Property Trustee for cancellation or that any Holder has exchanged.

Section 7.12 CUSIP Numbers.

       The Trust in issuing the Preferred Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Property Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders of
Preferred Securities; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as
printed


                                       35
<Page>

on the Preferred Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed
on the Preferred Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Sponsor will promptly notify
the Property Trustee of any change in the CUSIP numbers.

                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

Section 8.1 Dissolution of Trust.

      (a)   The Trust shall automatically dissolve:

            (i)   upon the bankruptcy of the Sponsor;

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

            (iii) following the distribution of a Like Amount of the Debentures
      to the Holders, provided that, the Property Trustee has received written
      notice from the Sponsor directing the Property Trustee to dissolve the
      Trust (which direction is optional, and except as otherwise expressly
      provided below, within the discretion of the Sponsor) and provided,
      further, that such direction and such distribution is conditioned on the
      Administrative Trustees' receipt of an opinion of an independent tax
      counsel experienced in such matters, which opinion may rely on published
      rulings of the Internal Revenue Service, to the effect that the Holders
      will not recognize any gain or loss for United States federal income tax
      purposes as a result of the dissolution of the Trust and the distribution
      of Debentures;

            (iv)  upon the entry of a decree of judicial dissolution of the
      Trust by a court of competent jurisdiction;

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

            (vi)  the expiration of the term of the Trust provided in SECTION
      3.14.

      (b) As soon as is practicable after the occurrence of an event referred
to in SECTION 8.1(a), after the winding up of the affairs of the Trust is
completed, the Administrative Trustees shall execute and file a certificate
of cancellation with the Secretary of State of the State of Delaware.

      (c) The provisions of SECTION 3.9 and ARTICLE X shall survive the
termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS


                                      36
<Page>

Section 9.1 Transfer of Securities.

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

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

      (c) For so long as the Trust Securities remain outstanding, the Sponsor
will covenant (i) to directly or indirectly maintain 100% direct or indirect
ownership of the Common Securities; provided, however, that any permitted
successor of the Sponsor under the Indenture may succeed to the Sponsor's
ownership of such Common Securities, (ii) to use its reasonable efforts to
cause the Trust (x) to remain a business trust, except in connection with the
distribution of Debentures to the Holders of Trust Securities in dissolution
and liquidation of the Trust, the redemption of all of the Trust Securities,
or certain mergers, conversions, consolidations or amalgamations, each as
permitted by this Declaration, and (y) to otherwise continue to be classified
as a grantor trust for United States federal income tax purposes and (iii) to
use its reasonable efforts to cause each Holder of Trust Securities to be
treated as owning an undivided beneficial interest in the Debentures.

Section 9.2 Transfer Procedures and Restrictions.

      (a)   Transfer and Exchange of Definitive Preferred Securities. When
Definitive Preferred Securities are presented to the Registrar or
co-Registrar.

            (i)   to register the transfer of such Definitive Preferred
      Securities; or

            (ii)  to exchange such Definitive Preferred Securities which became
      mutilated, destroyed, defaced, stolen or lost, for an equal number of
      Definitive Preferred Securities, the Registrar or co-registrar shall
      register the transfer or make the exchange as requested if its reasonable
      requirements for such transaction are met; provided, however, that the
      Definitive Preferred Securities surrendered for registration of transfer
      or exchange shall be duly endorsed or accompanied by a written instrument
      of transfer in form reasonably


                                      37
<Page>


      satisfactory to the Administrative Trustees and the Registrar or
      co-registrar, duly executed by the Holder thereof or his attorney duly
      authorized in writing.

      (b) Restrictions on Transfer of a Definitive Preferred Security for a
Beneficial Interest in a Global Preferred Security. A Definitive Preferred
Security may not be exchanged for a beneficial interest in a Global Preferred
Security except upon satisfaction of the requirements set forth below. Upon
receipt by the Property Trustee of a Definitive Preferred Security, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Property Trustee and the Administrative Trustees,
together with written instructions directing the Property Trustee to make, or
to direct the Clearing Agency to make, an adjustment on its books and records
with respect to the appropriate Global Preferred Security to reflect an
increase in the number of the Preferred Securities represented by such Global
Preferred Security, then the Property Trustee shall cancel such Definitive
Preferred Security and cause, or direct the Clearing Agency to cause, the
aggregate number of Preferred Securities represented by the appropriate
Global Preferred Security to be increased accordingly. If no Global Preferred
Securities are then outstanding, the Trust shall issue and the Property
Trustee shall authenticate, upon written order of any Administrative Trustee,
an appropriate number of Preferred Securities in global form.

      (c) Transfer and Exchange of Global Preferred Securities. Subject to
SECTION 9.2(d), the transfer and exchange of Global Preferred Securities or
beneficial interests therein shall be effected through the Clearing Agency,
in accordance with this Declaration (including applicable restrictions on
transfer set forth herein, if any) and the procedures of the Clearing Agency
therefor.

      (d) Transfer of a Beneficial Interest in a Global Preferred Security
for a Definitive Preferred Security.

            (i) Any Person having a beneficial interest in a Global Preferred
      Security may upon request, but only upon 20 days' prior notice to the
      Property Trustee, and if accompanied by the information specified below,
      exchange such beneficial interest for a Definitive Preferred Security
      representing the same number of Preferred Securities. Upon receipt by the
      Property Trustee from the Clearing Agency or its nominee on behalf of any
      Person having a beneficial interest in a Global Preferred Security of
      written instructions or such other form of instructions as is customary
      for the Clearing Agency or the Person designated by the Clearing Agency as
      having such a beneficial interest in a Global Preferred Security, which
      may be submitted by facsimile, then the Property Trustee will cause the
      aggregate number of Preferred Securities represented by Global Preferred
      Securities to be reduced on its books and records and, following such
      reduction, the Trust will execute and the Property Trustee will
      authenticate and make available for delivery to the transferee a
      Definitive Preferred Security.

            (ii) Definitive Preferred Securities issued in exchange for a
      beneficial interest in a Global Preferred Security pursuant to this
      SECTION 9.2(d) shall be registered in such names and in such authorized
      denominations as the Clearing Agency, pursuant to instructions from its
      Clearing Agency Participants or otherwise, shall instruct the Property
      Trustee in writing. The Property Trustee shall deliver such Preferred
      Securities


                                      38
<Page>

      to the Persons in whose names such Preferred Securities are so registered
      in accordance with such instructions of the Clearing Agency.

      (e) Restrictions on Transfer and Exchange of Global Preferred
Securities. Notwithstanding any other provisions of this Declaration (other
than the provisions set forth in subsection (f) of this SECTION 9.2 and
subsection (b) of SECTION 7.9), a Global Preferred Security may not be
transferred as a whole except by the Clearing Agency to a nominee of the
Clearing Agency or another nominee of the Clearing Agency or by the Clearing
Agency or any such nominee to a successor Clearing Agency or a nominee of
such successor Clearing Agency.

      (f) Authentication of Definitive Preferred Securities. If at any time:

            (i)   there occurs a Default or an Event of Default which is
      continuing, or

            (ii)  the Trust, in its sole discretion, notifies the Property
      Trustee in writing that it elects to cause the issuance of Definitive
      Preferred Securities under this Declaration, then an Administrative
      Trustee on behalf of the Trust will execute, and the Property Trustee,
      upon receipt of a written order of the Trust signed by one Administrative
      Trustee requesting the authentication and delivery of Definitive Preferred
      Securities to the Persons designated by the Trust, will authenticate and
      make available for delivery Definitive Preferred Securities, equal in
      number to the number of Preferred Securities represented by the Global
      Preferred Securities, in exchange for such Global Preferred Securities.

      (g) Cancellation or Adjustment of Global Preferred Security. At such
time as all beneficial interests in a Global Preferred Security have either
been exchanged for Definitive Preferred Securities to the extent permitted by
this Declaration or redeemed, repurchased or canceled in accordance with the
terms of this Declaration, such Global Preferred Security shall be canceled
by the Property Trustee. At any time prior to such cancellation, if any
beneficial interest in a Global Preferred Security is exchanged for
Definitive Preferred Securities, Preferred Securities represented by such
Global Preferred Security shall be reduced and an adjustment


                                      39
<Page>

shall be made on the books and records of the Clearing Agency and the
Registrar, to reflect such reduction.

      (h)   Obligations with Respect to Transfers and Exchanges of Preferred
Securities.

            (i) To permit registrations of transfers and exchanges, an
      Administrative Trustee on behalf of the Trust shall execute and the
      Property Trustee shall authenticate Definitive Preferred Securities and
      Global Preferred Securities at the Registrar's or co-registrar's request
      in accordance with the terms of this Declaration.

            (ii) Registrations of transfers or exchanges will be effected
      without charge, but only upon payment (with such indemnity as the Trust or
      the Sponsor may require) in respect of any tax or other governmental
      charge that may be imposed in relation to it.

            (iii) The Registrar or co-registrar shall not be required to
      register the transfer of or exchange of (a) Preferred Securities during a
      period beginning at the opening of business 15 days before the day of
      mailing of a notice of redemption of Preferred Securities for redemption
      and ending at the close of business on the day of such mailing; or (b) any
      Preferred Security so selected for redemption in whole or in part, except
      the unredeemed portion of any Preferred Security being redeemed in part.

            (iv) Prior to the due presentation for registration of transfer of
      any Preferred Security, the Trust, the Property Trustee, the Paying Agent,
      the Registrar or any co-registrar may deem and treat the Person in whose
      name a Preferred Security is registered as the absolute owner of such
      Preferred Security for the purpose of receiving Distributions on such
      Preferred Security (subject to Section 2(c) of Annex I) and for all other
      purposes whatsoever, and none of the Trust, the Property Trustee, the
      Paying Agent, the Registrar or any co-registrar shall be affected by
      notice to the contrary.

            (v) All Preferred Securities issued upon any registration of
      transfer or exchange pursuant to the terms of this Declaration shall
      evidence the same security and shall be entitled to the same benefits
      under this Declaration as the Preferred Securities surrendered upon such
      registration of transfer or exchange.

      (i)   No Obligation of the Property Trustee.

            (i) The Property Trustee shall have no responsibility or obligation
      to any beneficial owner of a Global Preferred Security, a Participant in
      the Clearing Agency or other Person with respect to the accuracy of the
      records of the Clearing Agency or its nominee or of any Clearing Agency
      Participant thereof, with respect to any ownership interest in the
      Preferred Securities or with respect to the delivery to any Clearing
      Agency Participant, beneficial owner or other Person (other than the
      Clearing Agency) of any notice (including any notice of redemption) or the
      payment of any amount, under or with respect to such Preferred Securities.
      All notices and communications to be given to the Holders and all payments
      to be made to Holders under the Preferred Securities shall be given or
      made only to or upon the order of the registered Holders (which shall be
      the Clearing Agency or its nominee in the case of a Global Preferred
      Security). The rights of beneficial owners in any Global Preferred
      Security shall be exercised only through the


                                      40
<Page>

      Clearing Agency subject to the applicable rules and procedures of the
      Clearing Agency. The Property Trustee may conclusively rely and shall be
      fully protected in relying upon information furnished by the Clearing
      Agency or any agent thereof with respect to its Clearing Agency
      Participants and any beneficial owners.

            (ii) The Property Trustee and the Registrar shall have no obligation
      or duty to monitor, determine or inquire as to compliance with any
      restrictions on transfer imposed under this Declaration or under
      applicable law with respect to any transfer of any interest in any
      Preferred Security (including any transfers between or among Clearing
      Agency Participants or beneficial owners in any Global Preferred Security)
      other than to require delivery of such certificates and other
      documentation or evidence as are expressly required by, and to do so if
      and when expressly required by, the terms of this Declaration, and to
      examine the same to determine substantial compliance as to form with the
      express requirements hereof.

Section 9.3 Deemed Security Holders.

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

Section 9.4 Book Entry Interests.

      Global Preferred Securities shall initially be registered on the books
and records of the Trust in the name of Cede & Co., the nominee of the
Clearing Agency, and no Preferred Security Beneficial Owner will receive a
definitive Preferred Security Certificate representing such Preferred
Security Beneficial Owner's interests in such Global Preferred Securities,
except as provided in SECTION 9.2 and SECTION 7.9. Unless and until
definitive, fully registered Preferred Securities certificates have been
issued to the Preferred Security Beneficial Owners pursuant to SECTION 9.2
and SECTION 7.9:

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

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


                                      41
<Page>

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

      (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants and
the Clearing Agency receive and transmit payments of Distributions on the
Global Certificates to such Clearing Agency 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 conclusively rely on, and shall be protected in
relying on, any written instrument (including a proxy) delivered to the
Trustees by the Clearing Agency setting forth the Preferred Security
Beneficial Owners' votes or assigning the right to vote on any matter to any
other Persons either in whole or in part. DTC will make book entry transfers
among the Clearing Agency Participants.

Section 9.5 Notices to Clearing Agency.

      Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, the Trustees shall give all such
notices and communications specified herein to be given to the Holders of
Global Preferred Securities to the Clearing Agency, and shall have no notice
obligations to the Preferred Security Beneficial Owners.

Section 9.6 Appointment of Successor Clearing Agency.

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

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

Section 10.1 Liability.

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

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

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

      (b) The Debenture Issuer shall be liable for all of the debts and
obligations of the Trust (other than in respect of the payment of principal,
interest and premium, if any, on the Securities) to the extent not satisfied
out of the Trust's assets.


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

Section 10.2 Exculpation.

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

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

Section 10.3 Fiduciary Duty.

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

      (b) Unless otherwise expressly provided herein:

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

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


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<Page>

      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.

Section 10.4 Indemnification.

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

      The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified
Person did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Trust, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

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


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<Page>

      suit was brought shall determine upon application that, despite the
      adjudication of liability but in view of all the circumstances of the
      case, such Person is fairly and reasonably entitled to indemnity for
      such expenses which such Court of Chancery or such other court shall deem
      proper.

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

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

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


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<Page>

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

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

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

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

      (b) The Debenture Issuer agrees to indemnify the (i) Property Trustee,
(ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee or the
Delaware Trustee, and (iv) any officers, directors, shareholders, members,
partners, employees, representatives, custodians, nominees or agents of the
Property Trustee or the Delaware Trustee (each of the Persons in (i) through
(iv) being referred to as a "FIDUCIARY INDEMNIFIED PERSON") for, and to hold
each Fiduciary Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense including taxes (other than taxes based
on the income of such Fiduciary Indemnified Person) incurred without
negligence (or, in the case of the Delaware Trustee, gross negligence) or
willful misconduct or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against or investigating any claim (whether
asserted by the Debenture Issuer, a Holder or any other Person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The provisions of this SECTION 10.4(b) shall survive the
resignation or removal of the Property Trustee or the Delaware Trustee and
the satisfaction and discharge of this Declaration.

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<Page>

      (c) The Debenture Trustee agrees to pay the Property Trustee and the
Delaware Trustee, from time to time, such compensation for all services
rendered by the Property Trustee and the Delaware Trustee hereunder as may be
mutually agreed upon in writing by the Sponsor and the Property Trustee or
the Delaware Trustee, as the case may be, and, except as otherwise expressly
provided herein, to reimburse the Property Trustee and the Delaware Trustee
upon its or their request for all reasonable expenses, disbursements and
advances incurred or made by the Property Trustee or the Delaware Trustee, as
the case may be, in accordance with the provisions of this Declaration,
except any such expense, disbursement or advance as may be attributable to
its or their negligence or bad faith. The provisions of this SECTION 10.4(c)
shall survive the resignation or removal of the Property Trustee or the
Delaware Trustee and the satisfaction and discharge of this Declaration.

Section 10.5 Outside Businesses.

      Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to SECTION 5.3(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 business of the Trust, and the Trust and
the Holders shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. No Covered Person, the
Sponsor, the Delaware Trustee, or the Property Trustee shall be obligated to
present any particular investment or other opportunity to the Trust even if
such opportunity is of a character that, if presented to the Trust, could be
taken by the Trust, and any Covered Person, the Sponsor, the 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.

Section 10.6 Compensation; Fees.

      The Debenture Issuer agrees:

      (a) to pay to the Trustees from time to time such compensation for all
services rendered by them hereunder as the parties shall agree in writing
from time to time (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust); and

      (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this
Declaration (including the reasonable compensation and the expenses and
disbursements of their respective agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or
bad faith.

      The provisions of this SECTION 10.6 shall survive the dissolution of
the Trust and the termination of this Declaration and the removal or
resignation of any Trustee.


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      No Trustee may claim any lien or charge on any property of the Trust as
a result of any amount due pursuant to this SECTION 10.6.

                                   ARTICLE XI
                                   ACCOUNTING

Section 11.1 Fiscal Year.

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

Section 11.2 Certain Accounting Matters.

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

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

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

Section 11.3 Banking.

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

Section 11.4 Withholding.

      The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States Federal, State and local law.
The Trust shall request, and the Holders shall provide to the Trust, such
forms or certificates as are necessary to establish an


                                      48
<Page>

exemption from withholding with respect to each Holder, and any
representations and forms as shall reasonably be requested by the Trust to
assist it in determining the extent of, and in fulfilling, its withholding
obligations. The Administrative Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is
properly established by a Holder, shall remit amounts withheld with respect
to the Holder to applicable jurisdictions. To the extent that the Trust is
required to withhold and pay over any amounts to any authority with respect
to Distributions or allocations to any Holder, the amount withheld shall be
deemed to be a Distribution in the amount of the withholding to the Holder.
In the event of any claimed over withholding, Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

Section 12.1 Amendments.

      (a) Except as otherwise provided in this Declaration (including Section
7 of the Annex I hereto) or by any applicable terms of the Securities, this
Declaration may only be amended by a written instrument approved and executed
by the Administrative Trustees (or if there are more than two Administrative
Trustees a majority of the Administrative Trustees); and

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

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

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

            (i) unless the Property Trustee shall have first received: (A) an
      Officers' Certificate from each of the Trust and the Sponsor that such
      amendment is permitted by, and conforms to, the terms of this Declaration
      (including the terms of the Securities); and (B) an Opinion of Counsel
      (who may be counsel to the Sponsor or the Trust) that such amendment is
      permitted by, and conforms to, the terms of this Declaration (including
      the terms of the Securities) and that all conditions precedent, if any, in
      this Declaration to the execution and delivery of such amendment have been
      satisfied, provided, however, that the Property Trustee shall not be
      required to sign any such amendment which affects the rights, powers,
      duties, obligations or immunities of the Property Trustee; and

            (ii) to the extent the result of such amendment would be to: (A)
      cause the Trust to fail to continue to be classified for purposes of
      United States Federal income taxation as a grantor trust; (B) reduce or
      otherwise adversely affect the powers of the 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;


                                      49
<Page>

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

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

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

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

      (g) Notwithstanding SECTION 12.1(c), this Declaration may be amended by
the Sponsor and the Administrative Trustees without the consent of the Holders
to:

            (i) cure any ambiguity, correct or supplement any provision in this
      Declaration that may be inconsistent with any other provision of this
      Declaration or to make any other provisions with respect to matters or
      questions arising under this Declaration which shall not be inconsistent
      with the other provisions of the Declaration; (ii) to modify, eliminate or
      add to any provisions of the Declaration to such extent as shall be
      necessary to ensure that the Trust will be classified for United States
      federal income tax purposes as a grantor trust 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; and (iii) pursuant to SECTION 5.7 hereof, to evidence the acceptance
      of the appointment of a successor Trustee or to fill a vacancy created by
      an increase in the number of Administrative Trustees; provided, however,
      that in each case such action shall not adversely affect in any material
      respect the interests of the Holders, and any such amendments of this
      Declaration shall become effective when notice thereof is given to the
      Holders.

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

      (a) Meetings of the Holders of any class of Securities may be called at
any time by the Administrative 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 Administrative
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 Administrative
Trustees one or more notices in writing stating that the signing Holders wish
to call a meeting and indicating the general or specific purpose for which
the meeting is to be called. Any Holders calling a meeting shall specify in
writing the Security Certificates held by the Holders exercising the right to
call a meeting and only those Securities specified shall be counted for
purposes of


                                      50
<Page>

determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

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

            (i) notice of any such meeting shall be given to all the Holders
      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 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. Any action that may be taken at a meeting of the
      Holders 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 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 having a right to vote thereon
      were present and voting. Prompt notice of the taking of action without a
      meeting shall be given to the Holders entitled to vote who have not
      consented in writing. The Administrative Trustees may specify that any
      written ballot submitted to the Security Holder for the purpose of taking
      any action without a meeting shall be returned to the Trust within the
      time specified by the Administrative Trustees;

            (ii) each Holder may authorize any Person to act for it by proxy on
      all matters in which a 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 executing it. Except as otherwise
      provided herein, all matters relating to the giving, voting or validity of
      proxies shall be governed by the General Corporation Law of the State of
      Delaware relating to proxies, and judicial interpretations thereunder, as
      if the Trust were a Delaware corporation and the Holders were stockholders
      of a Delaware corporation;

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

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

                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE


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<Page>

Section 13.1 Representations and Warranties of Property Trustee.

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

      (a) The Property Trustee is a Delaware banking corporation, a national
banking association or a bank or trust company organized under the laws of
any State of the United States or the District of Columbia, in any case with
trust powers and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, this Declaration;

      (b) 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 constitutes a legal, valid and
binding obligation of the Property Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law);

      (c) The execution, delivery and performance of this Declaration by the
Property Trustee do not conflict with or constitute a breach of the charter or
by-laws of the Property Trustee;

      (d) No consent, approval or authorization of, or registration with or
notice to, any applicable State or Federal banking authority is required for
the execution, delivery or performance by the Property Trustee of this
Declaration; and

      (e) The Property Trustee satisfies the requirements set forth in
SECTION 5.3(a).

Section 13.2 Representations and Warranties of Delaware Trustee.

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

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

      (b) The execution, delivery and performance by the Delaware Trustee of
this Declaration have been duly authorized by all necessary corporate action
on the part of the Delaware Trustee. This Declaration has been duly executed
and delivered by the Delaware Trustee and constitutes a legal, valid and
binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to


                                      52
<Page>

general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in
equity or at law);

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

      (d) The Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and is a Person that
satisfies for the Trust Section 3807(a) of the Business Trust Act.

                                   ARTICLE XIV
                                  MISCELLANEOUS

Section 14.1 Notices.

      All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, overnight courier service or confirmed telecopy,
as follows:

      (a) if given to the Trust, in care of the Administrative 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):

            Illinois Power Financing II
            c/o Illinois Power Company
            500 South 27th Street
            Decatur, Illinois 62521
            Attention:____________________
            Telecopy: (____)______________

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


             The Bank of New York (Delaware)
             White Clay Center
             Route 273
             Newark, Delaware 19714
             Attention: Corporate Trust Department
             Telecopy: (302) 283-8279

            with a copy to:

             BNY Midwest Trust Company
             2 N. LaSalle Street
             Suite 1020
             Chicago, Illinois 60602

            Attention: Corporate Trust Department
            Telecopy: (312) 827-8542

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

             BNY Midwest Trust Company
             2 N. LaSalle Street
             Suite 1020
             Chicago, Illinois 60602

            Attention: Corporate Trust Department


                                      53
<Page>


            Telecopy: (312) 827-8542

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

            Illinois Power Company
            500 South 27th Street
            Decatur, Illinois 62521
            Attention:_________________
            Telecopy: (____)___________

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

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

Section 14.2 GOVERNING LAW.

      THIS DECLARATION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THE HOLDERS OF THE SECURITIES SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

Section 14.3 Intention of the Parties.

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

Section 14.4 Headings.

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

Section 14.5 Successors and Assigns.

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

Section 14.6 Partial Enforceability.


                                      54
<Page>

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

Section 14.7 Counterparts.

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

Section 14.8 No Recourse.

      The Trust's obligations hereunder are intended to be the obligations of
the Trust and no recourse for the payment of Distributions (including
Additional Distributions, if applicable) on, and the Redemption Price of,
Securities, as applicable, or for any claim upon the Securities or otherwise
in respect thereof, shall be had against any Holder of Preferred Securities
or any Affiliate of a Holder of Preferred Securities, solely by reason of
such Person being a Holder of Preferred Securities or an Affiliate of a
Holder of Preferred Securities, it being understood that the Holders of
Preferred Securities, solely by reason of being a Holder of Preferred
Securities, have limited liability (in accordance with the provisions of the
Business Trust Act) for the liabilities and obligations of the Trust. Nothing
contained in this SECTION 14.8 shall be construed to limit the exercise or
enforcement, in accordance with the terms of this Declaration, the Preferred
Securities Guarantee, the Common Securities Guarantee and the Indenture, of
rights and remedies against the Trust or the Sponsor.


                                      55
<Page>

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


                                     ______________, as Administrative Trustee
                                     ______________, as Administrative Trustee
                                     ______________, as Administrative Trustee



                                     THE BANK OF NEW YORK (DELAWARE),
                                     as Delaware Trustee
                                     By: _____________________________________
                                     Name:____________________________________
                                     Title:___________________________________




                                     BNY MIDWEST TRUST COMPANY,
                                     as Property Trustee
                                     By: _____________________________________
                                     Name:____________________________________
                                     Title:___________________________________


                                     ILLINOIS POWER COMPANY,
                                     as Sponsor and Debenture Issuer


                                     By: _____________________________________
                                     Name:____________________________________
                                     Title:___________________________________

<Page>



                                     ANNEX I

                                    TERMS OF
                           ____% PREFERRED SECURITIES
                             ____% COMMON SECURITIES


      Pursuant to SECTION 7.1 of the Amended and Restated Declaration of Trust,
dated as of ________, ___ (as amended from time to time, the "DECLARATION"), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Securities are set out below (each capitalized term used but
not defined herein has the meaning set forth in the Declaration or, if not
defined in such Declaration, as defined in the Prospectus referred to below in
Section 2(c) of this Annex I):

1.    Designation and Number.

      (a) Preferred Securities. _______ Preferred Securities of the Trust and
with an aggregate liquidation amount at any time outstanding with respect to the
assets of the Trust of _________ dollars ($________), and each with a
liquidation amount with respect to the assets of the Trust of $1,000 per
security, are hereby designated for the purposes of identification only as
________ (the "PREFERRED SECURITIES"). The certificates evidencing the Preferred
Securities shall be substantially in the form of Exhibit A-1 to the Declaration,
with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice or to conform to the rules of any
exchange or quotation system on or in which the Preferred Securities are listed,
traded or quoted.

      (b) Common Securities. ______ Common Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust of ________
dollars ($_______) and a liquidation amount with respect to the assets of the
Trust of $1,000 per security, are hereby designated for the purposes of
identification only as "________" (the "COMMON SECURITIES"). The certificates
evidencing the Common Securities shall be substantially in the form of Exhibit
A-2 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

2.    Distributions.

      (a) Distributions payable on each Security will be fixed at a rate per
annum of _____% (the "COUPON RATE") of the liquidation amount of $1,000 per
Security (the "LIQUIDATION AMOUNT"), such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions
in arrears for more than one semiannual period will bear additional
distributions thereon compounded semiannually at the Coupon Rate (to the
extent permitted by applicable law). A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds on hand
legally available therefor.

      (b) Distributions on the Securities will be cumulative, will accumulate
from the most recent date to which Distributions have been paid or duly
provided for or, if no Distributions have been paid or duly provided for,
from ________, ___, and will be payable semiannually in

<Page>

arrears on ______ and ______ of each year, commencing on ______, ___ (each, a
"DISTRIBUTION DATE"), except as otherwise described below. Distributions will
be computed on the basis of a 360-day year consisting of twelve 30-day months
and, for any period less than a full calendar month, on the basis of the
actual number of days elapsed in such month. As long as no Event of Default
has occurred and is continuing under the Indenture, the Debenture Issuer has
the right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures
for a period not exceeding 10 consecutive semiannual periods, including the
first such semiannual period during such period (each an "EXTENSION PERIOD"),
during which Extension Period no interest shall be due and payable on the
Debentures, provided that no Extension Period shall end on a date other than
an Interest Payment Date for the Debentures or extend beyond the Maturity
Date of the Debentures. As a consequence of such deferral, Distributions will
also be deferred. Despite such deferral, Distributions will continue to
accumulate with additional Distributions thereon (to the extent permitted by
applicable law but not at a rate greater than the rate at which interest is
then accruing on the Debentures) at the Coupon Rate compounded semiannually
during any such Extension Period. Prior to the termination of any such
Extension Period, the Debenture Issuer may further defer payments of interest
by further extending such Extension Period; provided that such Extension
Period, together with all such previous and further extensions within such
Extension Period, may not exceed 10 consecutive semiannual periods, including
the first semiannual period during such Extension Period, end on a date other
than an Interest Payment Date or extend beyond the Maturity Date of the
Debentures. Payments of accumulated Distributions will be payable to Holders
as they appear on the books and records of the Trust on the first record date
after the end of the Extension Period. Upon the termination of any Extension
Period and the payment of all amounts then due, the Debenture Issuer may
commence a new Extension Period, subject to the above requirements.

      (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the close of
business on the ___ day of the month preceding the month in which the
relevant Distribution Date occurs, which Distribution Dates correspond to the
interest payment dates on the Debentures. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in
respect of the Global Preferred Securities will be made as described under
the heading "Description of Preferred Securities - Form, Denomination,
Book-Entry Procedures and Transfer" in the Prospectus dated ______, __, of
the Debenture Issuer and the Trust relating to the Securities and the
Debentures. Payments in respect of Preferred Securities held in certificated
form will be made by check mailed to the Holder entitled thereto. The
relevant record dates for the Common Securities shall be the same as the
record dates for the Preferred Securities. Distributions payable on any
Securities that are not punctually paid on any Distribution Date, as a result
of the Debenture Issuer having failed to make a payment under the Debentures,
will cease to be payable to the Holder on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name
such Securities are registered on the special record date or other specified
date determined in accordance with the Indenture. If any date on which
Distributions are payable on the Securities is not a Business Day, then
payment of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that if such next succeeding
Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding

<Page>

Business Day with the same force and effect as if made on the date such
payment was originally payable.

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

3.    Liquidation Distribution Upon Dissolution.

      In the event of any dissolution of the Trust or the Sponsor otherwise
gives notice of its election to dissolve the Trust pursuant to SECTION
8.1(a)(iii) of the Declaration, except with respect to a dissolution in
accordance with SECTION 8.1(a)(v) of the Declaration, the Trust shall be
liquidated by the Administrative Trustees as expeditiously as the
Administrative Trustees determine to be possible by distributing, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, to the Holders a Like Amount (as defined below) of the Debentures, unless
such distribution is determined by the Property Trustee not to be practicable,
in which event such Holders will be entitled to receive Pro Rata out of the
assets of the Trust legally available for distribution to Holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the aggregate of the liquidation amount of $1,000 per
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "LIQUIDATION DISTRIBUTION").

      "LIKE AMOUNT" means (i) with respect to a redemption of the Securities,
Securities having a Liquidation Amount equal to the principal amount of
Debentures to be paid in accordance with their terms and (ii) with respect to
a distribution of Debentures upon the liquidation of the Trust, Debentures
having a principal amount equal to the Liquidation Amount of the Securities
of the Holder to whom such Debentures are distributed.

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

4.    Redemption and Distribution.

      (a) Upon the repayment of the Debentures in whole or in part, at
maturity or upon early redemption, the proceeds from such repayment shall be
simultaneously applied by the Property Trustee (subject to the Property
Trustee having received written notice no later than 45 days prior to such
repayment) to redeem a Like Amount of the Securities at a redemption price
equal to (i) in the case of the repayment of the Debentures at maturity, the
Maturity Redemption Price (as defined below), (ii) in the case of the
optional redemption of the Debentures upon the occurrence and continuation of
a Special Event, the Special Event Redemption Price (as defined below) and
(iii) in the case of the optional redemption of the Debentures in whole or in
part at any time other than upon the occurrence and continuation of a Special
Event, the Optional Redemption Price (as defined below). The Maturity
Redemption Price, the Special Event Redemption Price and the Optional
Redemption Price are referred to collectively as the "REDEMPTION PRICE".
Holders will be given not less than 30 nor more than 60 days' notice of such
redemption.


<Page>

      (b)   (i) The "MATURITY REDEMPTION PRICE", with respect to a redemption
of Securities, shall mean an amount equal to the principal of and accrued and
unpaid interest on the Debentures as of the maturity date thereof.

            (ii) In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the Securities to be redeemed
will be determined as described in SECTION 4(f)(ii) below.

      The Debenture Issuer shall have the right (subject to the conditions in
the Indenture) to elect to redeem the Debentures in whole at any time or in
part from time to time, upon not less than 30 days' and not more than 60
days' notice, at a prepayment price (the "OPTIONAL PREPAYMENT PRICE") equal
to the greater of (i) 100% of the principal amount of the Debentures to be so
prepaid plus accrued and unpaid interest thereon (including Additional Sums,
if any) to the date of prepayment and (ii) the sum of the present values of
the remaining scheduled payments of principal of the Debentures to be so
prepaid and interest thereon (including Additional Sums, if any) discounted
to the date of prepayment, on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months), at the Treasury Rate (as defined herein)
plus ___ basis points plus accrued interest thereon to the date of prepayment.

      "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Debentures.

      "TREASURY RATE" means, with respect to any prepayment date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such prepayment date.

      "COMPARABLE TREASURY PRICE" means, with respect to any prepayment date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such prepayment date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "COMPOSITE 3:30 P.M. QUOTATIONS FOR
U.S. GOVERNMENT SECURITIES" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, the average of the Reference Treasury Dealer Quotations for such
prepayment date.

      "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to the
Reference Treasury Dealer and any prepayment date, the average, as determined
by the Debenture Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Debenture Trustee by the Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day preceding
such prepayment date.

      "REFERENCE TREASURY DEALER" means __________ and its successors;
provided however, that if ________ shall cease to be a primary U.S.
Government securities dealer in New York City

<Page>

(a "PRIMARY TREASURY DEALER"), the Company shall substitute therefor another
Primary Treasury Dealer.

      Upon such a prepayment of the Debentures, the proceeds from such
prepayment shall be applied by the Property Trustee to redeem a Like Amount
of the Securities, upon not less than 30 nor more than 60 days' notice of a
date of redemption to the holders of the Securities at a redemption price
which shall be equal to the Optional Prepayment Price in respect of the
Debentures.

      (c) If at any time an Investment Company Event or a Tax Event (each as
defined below, and each a "SPECIAL EVENT") occurs, the Debenture Issuer shall
have the right (subject to the conditions set forth in the Indenture) at any
time upon not less than 30 nor more than 60 days' notice, to redeem the
Debentures in whole, but not in part, within the 90 days following the
occurrence of such Special Event (the "90 DAY PERIOD"), and, simultaneous
with such redemption, to cause a Like Amount of the Securities to be redeemed
by the Trust at the Special Event Redemption Price on a Pro Rata basis.

      "INVESTMENT COMPANY EVENT" means the receipt by the Sponsor and the
Trust of an Opinion of Counsel from counsel experienced in such matters to
the effect that, as a result of the occurrence of a change in law or
regulation or a written change (including any announced prospective change)
in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, which amendment or
change is effective or which pronouncement or decision is announced on or
after _______, ___, there is more than an insubstantial risk that the Trust
is or will be considered an "investment company" that is required to be
registered under the Investment Company Act of 1940, as amended (the
"INVESTMENT COMPANY ACT"), which change or prospective change becomes
effective or would become effective, as the case may be, on or after the date
of the issuance of the Preferred Securities.

      "TAX EVENT" shall occur upon receipt by the Sponsor and the Trust of an
Opinion of Counsel from counsel experienced in such matters to the effect
that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein,
or as a result of any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment
or change is effective or which pronouncement or decision is announced on or
after ______, ___, there is more than an insubstantial risk that (i) the
Trust is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued
on the Debentures, (ii) interest payable by the Debenture Issuer on the
Debentures is not, or within 90 days of the date of such opinion, will not
be, deductible by the Debenture Issuer, in whole or in part, for United
States federal income tax purposes, or (iii) the Trust is, or will be within
90 days of the date of such opinion, subject to more than a de minimis amount
of other taxes, duties or other governmental charges.

      "SPECIAL EVENT REDEMPTION PRICE" shall mean, with respect to a
redemption of Securities, a price equal to 100% of the principal amount of
the Debentures to be so prepaid plus accrued and unpaid interest thereon
(including Additional Sums, if any) to the date of prepayment.


<Page>

      (d) On and from the date fixed by the Administrative Trustees for any
distribution of Debentures and liquidation of the Trust: (i) the Securities
will no longer be deemed to be outstanding, (ii) the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee), as the Holder of
the Preferred Securities, will receive a registered global certificate or
certificates representing the Debentures to be delivered upon such
distribution and (iii) any certificates representing Securities not held by
the Clearing Agency or its nominee (or any successor Clearing Agency or its
nominee) will be deemed to represent beneficial interests in a Like Amount of
Debentures until such certificates are presented to the Debenture Issuer or
its agent for transfer or reissue.

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

      (f) The procedure with respect to redemptions or distributions of
Securities shall be as follows:

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

            (ii) In the event that fewer than all the outstanding Securities
are to be redeemed, the particular Securities to be redeemed shall be
selected on a Pro Rata basis (based upon Liquidation Amounts) not more than
60 days prior to the date fixed for redemption from the outstanding Preferred
Securities not previously called for redemption, provided, however, that with
respect to Holders that would be required to hold less than 100 but more than
zero Securities as a result of such pro rata redemption, the Trust shall
redeem Securities of each such Holder so that after such redemption such
Holder shall hold either 100 Securities or such Holder no longer holds any
Securities and shall use such method (including, without limitation, by lot)
as the Trust shall deem fair and appropriate, provided, further, that any
such proration may be made on the basis of the aggregate Liquidation Amount
of Securities held by each Holder thereof and may be made by making such
adjustments as the Trust deems fair and appropriate in order that only
Securities in denominations of $1,000 or integral multiples thereof shall be
redeemed. In respect of Preferred Securities registered in the name of and
held of record by the Clearing Agency or its nominee (or any successor
Clearing Agency or its nominee) or any nominee, the distribution of the
proceeds of such redemption will be made to the Clearing Agency and disbursed
by such Clearing Agency in accordance with the procedures applied by such
agency or nominee.


<Page>

            (iii) If Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice, (which notice will be irrevocable), then (A)
with respect to Preferred Securities issued in book-entry form, by 12:00
noon, New York City time, on the redemption date, provided that the Debenture
Issuer has paid the Property Trustee a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures by 10:00
a.m., New York City time, on the maturity date or the date of redemption, as
the case requires, the Property Trustee will deposit irrevocably with the
Clearing Agency or its nominee (or successor Clearing Agency or its nominee)
funds sufficient to pay the applicable Redemption Price with respect to such
Preferred Securities and will give the Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the relevant
Clearing Agency Participants, and (B) with respect to Preferred Securities
issued in certificated form and Common Securities, provided that the
Debenture Issuer has paid the Property Trustee a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures, the
Property Trustee will pay the relevant Redemption Price to the Holders by
check mailed to the address of the relevant Holder appearing on the books and
records of the Trust on the redemption date. If a Redemption/Distribution
Notice shall have been given and funds deposited as required, if applicable,
then immediately prior to the close of business on the date of such deposit,
or on the redemption date, as applicable, Distributions will cease to
accumulate on the Securities so called for redemption and all rights of
Holders so called for redemption will cease, except the right of the Holders
of such Securities to receive the Redemption Price, but without interest on
such Redemption Price, and such Securities shall cease to be outstanding.
(iv) Payment of accumulated and unpaid Distributions on the Redemption Date
of the Securities will be subject to the rights of Holders on the close of
business on a regular record date in respect of a Distribution Date occurring
on or prior to such Redemption Date.

      Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of (i) any Securities
beginning on the opening of business 15 days before the day of mailing of a
notice of redemption and ending at the close of business on the day of such
mailing or (ii) any Securities selected for redemption except the unredeemed
portion of any Security being redeemed. If any date fixed for redemption of
Securities is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any
such delay) except that, if such next succeeding Business Day falls in the
next calendar year, such payment shall be made on the immediately preceding
Business Day, with the same force and effect as if made on such date 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
Property Trustee or by the Sponsor as guarantor pursuant to the relevant
Securities Guarantee, Distributions on such Securities will continue to
accumulate from the original redemption date to the actual date of payment,
in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price.

            (iv) Redemption/Distribution Notices shall be sent by the
Property Trustee on behalf of the Trust to (A) in respect of the Preferred
Securities, the Clearing Agency or its nominee (or any successor Clearing
Agency or its nominee) if the Global Certificates have been issued or, if
Definitive Preferred Security Certificates have been issued, to the Holder
thereof, and (B) in respect of the Common Securities to the Holder thereof.
(vi) Subject to the foregoing and applicable law (including, without
limitation, United States Federal securities laws and

<Page>

banking laws), provided the acquiror is not the Holder of the Common
Securities or the obligor under the Indenture, the Sponsor or any of its
subsidiaries may at any time and from time to time purchase outstanding
Preferred Securities by tender, in the open market or by private agreement.

5. Voting Rights - Preferred Securities.

      (a) Except as provided under Sections 5(b), 6(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

      (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing
any trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07
of the Indenture, (iii) exercise any right to rescind or annul a declaration
of acceleration of the maturity of the principal of the Debentures or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a majority in liquidation
amount of all outstanding Preferred Securities; provided, however, that where
a consent under the Indenture would require the consent of each holder of
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior approval of each Holder of the Preferred
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities except by
subsequent vote of such Holders. Subject to SECTION 2.7 of the Declaration,
the Property Trustee shall notify each Holder of Preferred Securities of any
notice of default with respect to the Debentures. In addition to obtaining
the foregoing approvals of such Holders of the Preferred Securities, prior to
taking any of the foregoing actions, the Trustees shall obtain an opinion of
counsel experienced in such matters to the effect that the Trust will not be
classified as an association taxable as a corporation for United States
federal income tax purposes on account of such action.

      If an Event of Default under the Declaration has occurred and is
continuing, then the Holders of a majority in liquidation amount of Preferred
Securities have the right 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 to exercise the remedies available to it
as holder of the Debentures and the Preferred Securities Guarantee. If an
Event of Default under the Declaration has occurred and is continuing and
such event is attributable to the failure of the Debenture Issuer to pay
principal of or premium, if any, or interest on the Debentures on the due
date (or in the case of redemption, on the redemption date), then a Holder of
Preferred Securities may directly institute a proceeding for enforcement of
payment to such Holder of the principal of or premium, if any, or interest on
a Like Amount of Debentures (a "DIRECT ACTION") on or after the respective
due date specified in the Debentures. In connection with such Direct Action,
the Common Securities Holder will be subrogated to the rights of such Holder
of Preferred Securities to the extent of any payment made by the Debenture
Issuer to such Holder of Preferred Securities in such Direct Action. In
addition, if the Property Trustee fails to take legal action for an Event of
Default of which the Trustee has knowledge, the Holders of the Preferred
Securities may, to the fullest extent permitted by law, take such legal
action, to the same extent as if such Holders of Preferred Securities held a
Like Amount of Debentures, without first proceeding against the Property
Trustee or the Trust.


<Page>

      Any approval or direction of Holders of Preferred Securities may be given
at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Property Trustee will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote to be
mailed to each Holder of record of Preferred Securities. Each such notice will
include a statement setting forth (i) the date of such meeting, (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.

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

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

6. Voting Rights - Common Securities.

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

      (b) Unless an Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by the holder of the Common
Securities. If an Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed at such time by the
holders of a Majority in liquidation amount of the outstanding Preferred
Securities. In no event will the Holders of the Preferred Securities have the
right to vote to appoint, remove or replace, or increase or decrease the
number of, the Administrative Trustees, which voting rights are vested
exclusively in the Sponsor as the Holder of the Common Securities. No
resignation or removal of a Trustee and no appointment of a successor trustee
shall be effective until the acceptance of appointment by the successor
trustee in accordance with the provisions of the Declaration.

      (c) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing
any trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07
of the Indenture, (iii) exercise any right to rescind or annul a declaration
of acceleration of the maturity of the principal of the Debentures or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in liquidation
amount of all outstanding Common Securities; provided, however, that where a
consent under the Indenture would require the consent of each holder of
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior approval of each Holder of the Common Securities.
The Trustees shall not revoke any action previously authorized or approved by
a vote

<Page>

of the Holders of the Common Securities except by subsequent vote of such
Holders. Subject to SECTION 2.7 of the Declaration, the Property Trustee
shall notify each Holder of Common Securities of any notice of default with
respect to the Debentures. In addition to obtaining the foregoing approvals
of such Holders of the Common Securities, prior to taking any of the
foregoing actions, the Trustees shall obtain an opinion of counsel
experienced in such matters to the effect that the Trust will not be
classified as an association taxable as a corporation for United States
federal income tax purposes on account of such action.

      If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or premium, if any, or interest on the Debentures on the due
date (or in the case of redemption, on the redemption date), then a Holder of
Common Securities may institute a Direct Action for enforcement of payment to
such Holder of the principal of or premium, if any, or interest on a Like Amount
of Debentures on or after the respective due date specified in the Debentures.
In connection with such Direct Action, the rights of the Common Securities
Holder will be subordinated to the rights of such Holder of Preferred Securities
to the extent of any payment made by the Debenture Issuer to such Holder of
Common Securities in such Direct Action. Except as provided in the second
preceding sentence, the Holders of Common Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.

      Any approval or direction of Holders of Common Securities may be given at
a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent. The Administrative Trustees will cause a notice of any meeting
at which Holders of Common Securities are entitled to vote to be mailed to each
Holder of record of Common Securities. Each such notice will include a
statement setting forth (i) the date of such meeting, (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.

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

7.    Amendments to Declaration.

      In addition to the requirements set out in SECTION 12.1 of the
Declaration, the Declaration may be amended from time to time by the Sponsor
and the Administrative Trustees, without the consent of the Holders (i) to cure
any ambiguity, correct or supplement any provisions in the Declaration that may
be inconsistent with any other provisions, or to make any other provisions with
respect to matters or questions arising under the Declaration which shall not
be inconsistent with the other provisions of the Declaration, or (ii) to
modify, eliminate or add to any provisions of the Declaration to such extent as
shall be necessary to ensure that the Trust will be classified for United
States Federal income tax purposes as a grantor trust 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,
however, that in each case such action shall not adversely affect in any
material respect the interests of any

<Page>

Holder. Any amendments of the Declaration pursuant to the immediately preceding
sentence shall become effective when notice thereof is given to the Holders.
Under the circumstances referred to in SECTION 12.1(c) of the Declaration, the
Declaration also may be amended by the Administrative Trustees and the Sponsor
with (i) the consent of Holders representing a Majority in liquidation amount
of all outstanding Securities, and (ii) receipt by the Trustees of an Opinion
of Counsel to the effect that such amendment or the exercise of any power
granted to the Trustees in accordance with such amendment will not affect the
Trust's status as a grantor trust for United States Federal income tax purposes
or the Trust's exemption from status as an Investment Company under the
Investment Company Act, provided that, without the consent of each Holder of
Trust Securities, the Declaration may not be amended to (i) change the amount
or timing of any Distribution on the Trust Securities or otherwise adversely
affect the amount of any Distribution required to be made in respect of the
Trust Securities as of a specified date or (ii) restrict the right of a holder
of Trust Securities to institute suit for the enforcement of any such payment
on or after such date.

8.    Pro Rata

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

9.    Ranking.

      The Preferred Securities rank pari passu with the Common Securities and
payment thereon shall be made Pro Rata with the Common Securities, except that,
if an Event of Default under the Declaration occurs and is continuing, no
payments in respect of Distributions on, or payments upon liquidation,
redemption or otherwise with respect to, the Common Securities shall be made
until the Holders of the Preferred Securities shall be paid in full the
Distributions, Redemption Price, Liquidation Distribution and other payments to
which they are entitled at such time.

10. Acceptance of Securities Guarantee and Indenture.

      Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities


<Page>



Guarantee, respectively, including the subordination provisions therein and
to the provisions of the Indenture.

11.   No Preemptive Rights.

      The Holders shall have no preemptive or similar rights to subscribe for
any additional securities.

12.   Miscellaneous.

      These terms constitute a part of the Declaration.

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



<Page>


                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE
                           [FORM OF FACE OF SECURITY]

      [IF THIS PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY, INSERT: THIS
PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY WITHIN THE MEANING OF THE
DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "CLEARING AGENCY") OR A NOMINEE OF THE CLEARING
AGENCY. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER
OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS
A WHOLE BY THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A
NOMINEE OF THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE
CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

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

      SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
THIS PREFERRED SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.


<Page>


      Number of Aggregate Liquidation Preferred Securities Amount: _____________
___________________ CUSIP NO. ___________ Certificate Evidencing Preferred
Securities of Illinois Power Financing II ___% Preferred Securities (liquidation
amount $1,000 per Preferred Security) Illinois Power Financing II, a statutory
business trust created under the laws of the State of Delaware (the "TRUST"),
hereby certifies that ______________ (the "HOLDER") is the registered owner of
[$_________ IN AGGREGATE LIQUIDATION AMOUNT OF PREFERRED SECURITIES OF THE
TRUST]/1/ [THE AGGREGATE LIQUIDATION AMOUNT OF PREFERRED SECURITIES OF THE TRUST
SPECIFIED IN SCHEDULE A HERETO]/2/ representing undivided beneficial interests
in the assets of the Trust designated the Series __ ___% Preferred Securities
(liquidation amount $1,000 per Preferred Security) (the "PREFERRED SECURITIES").
Subject to the Declaration (as defined below), the Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of ______, __, as the same may be amended from time to time (the
"DECLARATION"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms used
but not defined herein shall have the meaning given them in the Declaration. The
Sponsor will provide a copy of the Declaration, the Preferred Securities
Guarantee, the Common Securities Guarantee (as may be appropriate), and the
Indenture (including any supplemental indenture) to a Holder without charge upon
written request to the Trust at its principal place of business.

      Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder and to the benefits of the Preferred
Securities Guarantee to the extent provided therein.

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


---------------------------------------
/1/ Insert in Definitive Preferred Securities only.
/2/ Insert Global Preferred Securities only.



<Page>



      WITNESS WHEREOF, the Trust has duly executed this certificate.



      Dated: Date of authentication        ILLINOIS POWER FINANCING II
                                           By:____________________________
                                           Name:__________________________
                                           Administrative Trustee


<Page>




               PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                BNY MIDWEST TRUST COMPANY,
                                as Property Trustee


                                By:______________________________________
                                    Authorized Signatory



Date: ______________

<Page>




                          [FORM OF REVERSE OF SECURITY]

      Distributions payable on each Preferred Security will be fixed at a rate
per annum of ___% (the "COUPON RATE") of the liquidation amount of $1,000 per
Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one semiannual period will bear interest thereon compounded semiannually at
the Coupon Rate (to the extent permitted by applicable law). A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Property Trustee and to the extent the Property Trustee has funds on
hand legally available therefor.

      Distributions on the Preferred Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or
duly provided for or, if no Distributions have been paid or duly provided for,
from _____, ___, and will be payable semiannually in arrears, on ____ and _____
of each year, commencing on _____, __, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period less than a full calendar month, on the
basis of the actual number of days elapsed in such month. As long as no Event of
Default has occurred and is continuing under the Indenture, the Debenture Issuer
has the right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 10 consecutive calendar semiannual periods, including the
first such semiannual period during such period (each an "EXTENSION PERIOD"),
during which Extension Period no interest shall be due and payable on the
Debentures, provided that no Extension Period shall end on a date other than an
Interest Payment Date for the Debentures or extend beyond the Maturity Date of
the Debentures. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, Distributions will continue to accumulate with
additional Distributions thereon (to the extent permitted by applicable law but
not at a rate greater than the rate at which interest is then accruing on the
Debentures) at the Coupon Rate compounded semiannually during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period, together with all such
previous and further extensions within such Extension Period, may not exceed 10
consecutive semiannual periods, including the first semiannual period during
such Extension Period, end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. Payments of
accumulated Distributions will be payable to Holders as they appear on the books
and records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

      The Property Trustee may, at the direction of the Sponsor, at any time
dissolve the Trust and, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, cause the Debentures to be distributed
to the holders of the Securities in liquidation of the Trust, provided that,
the Property Trustee has received written notice from the Sponsor directing
the Property Trustee to dissolve the Trust (which direction is optional, and
except as otherwise expressly provided in the Declaration, within the
discretion of the Sponsor) and provided, further, that such direction and
such distribution is conditioned on the Administrative Trustees' receipt of
an opinion of an independent tax counsel experienced in such matters, which
opinion may rely on published rulings of the Internal Revenue Service, to the
effect that the Holders will not recognize any gain or loss for United States
federal income tax purposes as a result of the dissolution of the Trust and
the distribution of Debentures, or, simultaneous with any redemption of the
Debentures, cause a Like Amount of the Securities to be redeemed by the Trust.

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


<Page>


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

(Insert address and zip code of assignee) and irrevocably appoints ____________
_______________________________________________________________________________
_______________________________________________________________________________
agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date: _______________________

Signature: __________________

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

Signature Guarantee***




--------------------------
*** Signature must be guaranteed by an "eligible guarantor institution" that is
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities and Exchange Act of 1934, as amended.


<Page>



                                   SCHEDULE A*

      The initial number of Preferred Securities evidenced by the Certificate to
which this Schedule is attached is _______ (having an aggregate liquidation
amount of $______). The notations in the following table evidence decreases and
increases in the number of Preferred Securities evidenced by such Certificate.


<Table>
<Caption>

                                                  Number of Preferred
                                                  Securities Remaining     Notation
      Decrease in Number    Increase in Number    After Such Decrease         By
         of Preferred          of Preferred           or Increase          Registrar
      ------------------    ------------------    --------------------     ---------
      <S>                   <C>                   <C>                      <C>

</Table>


------------------------------------
* Append to Global Preferred Securities only.

<Page>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

      THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS COMMON SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

      THE COMMON SECURITIES ARE NOT TRANSFERABLE EXCEPT AS DESCRIBED IN THE
DECLARATION (AS DEFINED BELOW).

      Number of Common Securities Aggregate Liquidation

      Amount:----------------------------------------- Certificate Number CS-
--------------- Certificate Evidencing Common Securities of Illinois Power
Financing II ____% Common Securities (liquidation amount $1,000 per Common
Security)

      Illinois Power Financing 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 undivided beneficial interests in
the assets of the Trust designated the ____% Common Securities (liquidation
amount $1,000 per Common Security) (the "COMMON SECURITIES"). Subject to the
limitations in SECTION 9.1(c) of the Declaration (as defined below), the Common
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of _____, ___, as the same may be amended from time to time (the
"DECLARATION"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration. Capitalized terms used but not
defined herein shall have the meaning given them in the Declaration. The Sponsor
will provide a copy of the Declaration, the Common Securities Guarantee, the
Preferred Securities Guarantee (as may be appropriate) and the Indenture
(including any supplemental indenture) to a Holder without charge upon written
request to the Sponsor at its principal place of business.

      Upon receipt of this certificate, the Sponsor is bound by the Declaration
and is entitled to the benefits thereunder and to the benefits of the Common
Securities Guarantee to the extent provided therein.

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

<Page>

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

                                    Illinois Power Financing II

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Administrative Trustee

<Page>

                          [FORM OF REVERSE OF SECURITY]

      Distributions payable on each Common Security will be fixed at a rate per
annum of ___% (the "COUPON RATE") of the liquidation amount of $1,000 per Common
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one
semiannual period will bear interest thereon compounded semiannually at the
Coupon Rate (to the extent permitted by applicable law). A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Property Trustee and to the extent the Property Trustee has funds
available therefor.

      Distributions on the Common Securities will be cumulative, will accrue
from the most recent date to which Distributions have been paid or duly provided
for or, if no Distributions have been paid or duly provided for, from ____, ___,
and will be payable semiannually in arrears, on ____ and _____ of each year,
commencing on _____, ___, except as otherwise described below. Distributions
will be computed on the basis of a 360-day year consisting of twelve 30-day
months and, for any period less than a full calendar month, on the basis of the
actual number of days elapsed in such month. As long as no Event of Default has
occurred and is continuing under the Indenture, the Debenture Issuer has the
right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 10 consecutive calendar semiannual periods, including the
first such semiannual period during such period (each an "EXTENSION PERIOD"),
during which Extension Period no interest shall be due and payable on the
Debentures, provided that no Extension Period shall end on a date other than an
Interest Payment Date for the Debentures or extend beyond the Maturity Date of
the Debentures. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, Distributions will continue to accumulate with
additional Distributions thereon (to the extent permitted by applicable law but
not at a rate greater than the rate at which interest is then accruing on the
Debentures) at the Coupon Rate compounded semiannually during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period, together with all such
previous and further extensions within such Extension Period, may not exceed 10
consecutive semiannual periods, including the first semiannual period during
such Extension Period, or end on a date other than an Interest Payment Date for
the Debentures or extend beyond the Maturity Date of the Debentures. Payments of
accrued Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

      The Property Trustee may, at the direction of the Sponsor, at any time
dissolve the Trust and, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, cause the Debentures to be distributed
to the holders to the Securities in liquidation of the Trust, provided that,
the Property Trustee has received written notice from the Sponsor directing
the Property Trustee to dissolve the Trust (which direction is optional, and
except as otherwise expressly provided in the Declaration, within the
discretion of the Sponsor) and provided, further, that such direction and
such distribution is conditioned on the Administrative Trustees' receipt of
an opinion of an independent tax counsel experienced in such matters, which
opinion may rely on published rulings of the Internal Revenue Service, to the
effect that the Holders will not recognize any gain or loss for United States
federal income tax purposes as a result of the dissolution of the Trust and
the distribution of Debentures, or, simultaneous with any redemption of the
Debentures, cause a Like Amount of the Securities to be redeemed by the Trust.

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      Under certain circumstances, the right of the holders of the Common
Securities shall be subordinate to the rights of the holders of the Preferred
Securities (as defined in the Declaration), as provided in the Declaration.

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

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

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

      (Insert address and zip code of assignee) and irrevocably appoints _______
________________________________________________________________________________
______________________________________________ agent to transfer _______________
________________________________________________________________________________
________________ this Common Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

Date:________________

Signature:

_______________________

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

      In connection with any transfer of any of the Common Securities
evidenced by this certificate, the undersigned confirms that such Common
Securities are being: CHECK ONE BOX BELOW

(1) [_] changed for the undersigned's own account without transfer; or
(2) [_] transferred pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended; or

(3) [_] transferred to a non-U.S. person pursuant to an offshore transaction in
compliance with Rule 904 of Regulation S under the Securities Act of 1933, as
amended; or

(4) [_] transferred to an institutional "accredited investor" within the meaning
of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act of
1933, as amended, that is acquiring the Common Securities for its own account,
or for the account of such an institutional "accredited investor", for
investment purposes and not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act of 1933, as amended;
or

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(5) [_] transferred pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended;

(6) [_] transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933, as amended; or

(7) [_] transferred pursuant to an effective registration statement, under the
Securities Act of 1933, as amended. Unless one of the boxes is checked, the
Registrar will refuse to register any of the Common Securities evidenced by this
certificate in the name of any Person other than the registered Holder thereof;
provided, however, that if box (3), (4), (5) or (6) is checked, the Registrar
may require, prior to registering any such transfer of the Common Securities,
such legal opinions, certifications and other information as the Trust has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended; provided, further, that
(i) if box (2) is checked, the transferee must also certify in the form attached
hereto that it is a "qualified institutional buyer" as defined in Rule 144A or
(ii) if box (3) or (4) is checked, the transferee must also provide to the
Registrar a Transferee Letter of Representation in the form attached hereto.

Signature:

___________________

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                 CERTIFICATE OF QUALIFIED INSTITUTIONAL BUYER

      The undersigned transferee of Common Securities hereby certifies that (i)
the undersigned is a "qualified institutional buyer" (a "QIB") as defined in
Rule 144A ("RULE 144A") promulgated under the Securities Act of 1933, as amended
(the Securities Act), (ii) the undersigned is aware that the transfer of the
Common Securities to the undersigned is being made in reliance on Rule 144A and
(iii) the undersigned is acquiring the Common Securities for its own account or
for the account of another QIB over which the undersigned exercises its sole
investment discretion.

      The undersigned also understands and acknowledges that the Common
Securities have not been registered under the Securities Act or any other
applicable securities law, are being offered for resale in transactions not
requiring registration under the Securities Act and may not be offered, sold,
pledged or otherwise transferred except in compliance with the registration
requirements of the Securities Act or any other applicable securities laws,
pursuant to an exemption therefrom or in a transaction not subject thereto and,
in each case, in compliance with the terms of the Common Securities and the
terms of the Amended and Restated Declaration of Trust of Illinois Power
Financing II, dated as of _______, ____, as the same may be amended from time to
time.

Signature:

_____________________

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                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE