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                                                                  Exhibit 4.2






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                  AMENDED AND RESTATED DECLARATION OF TRUST



                          Dated as of June 6, 1997





                                   BETWEEN



                     PUGET SOUND ENERGY CAPITAL TRUST I


                                     AND


                     THE FIRST NATIONAL BANK OF CHICAGO













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                    TABLE OF CONTENTS

ARTICLE I  INTERPRETATION AND DEFINITIONS
1.1     Definitions

ARTICLE II  TRUST INDENTURE ACT
2.1     Trust Indenture Act; Application
2.2     Lists of Holders of Securities
2.3     Reports by the Property Trustee
2.4     Periodic Reports to Property Trustee
2.5     Evidence of Compliance with Conditions Precedent
2.6     Events of Default; Waiver
2.7     Event of Default; Notice

ARTICLE III  ORGANIZATION
3.1     Name
3.2     Office
3.3     Purpose
3.4     Authority
3.5     Title to Property of the Trust
3.6     Powers and Duties of the Administrative Trustees
3.7     Prohibition of Actions by the Trust and the Trustees
3.8     Powers and Duties of the Property Trustee
3.9     Certain Duties and Responsibilities of the Property Trustee
3.10    Certain Rights of Property Trustee
3.11    Delaware Trustee
3.12    Execution of Documents
3.13    Not Responsible for Recitals or Issuance of Securities
3.14    Duration of Trust
3.15    Mergers

ARTICLE IV  SPONSOR
4.1     Sponsor's Purchase of Common Securities
4.2     Responsibilities of the Sponsor
4.3     Right to Proceed

ARTICLE V  TRUSTEES
5.1     Number of Trustees: Appointment of Co-Trustee
5.2     Delaware Trustee
5.3     Property Trustee; Eligibility
5.4     Certain Qualifications of Administrative Trustees and Delaware
        Trustee Generally
5.5     Administrative Trustees
5.6     Delaware Trustee
5.7     Appointment, Removal and Resignation of Trustees
5.8     Vacancies among Trustees
5.9     Effect of Vacancies
5.10    Meetings
5.11    Delegation of Power
5.12    Merger, Conversion, Consolidation or Succession to Business

ARTICLE VI  DISTRIBUTIONS
6.1     Distributions

ARTICLE VII  ISSUANCE OF SECURITIES
7.1     General Provisions Regarding Securities
7.2     Execution and Authentication
7.3     Form and Dating
7.4     Registrar, Paying Agent and Exchange Agent
7.5     Paying Agent to Hold Money in Trust
7.6     Replacement Securities
7.7     Outstanding Capital Securities
7.8     Capital Securities in Treasury
7.9     Temporary Securities
7.10    Cancellation
7.11    CUSIP Numbers

ARTICLE VIII  TERMINATION OF TRUST
8.1     Termination of Trust

ARTICLE IX  TRANSFER OF INTERESTS
9.1     Transfer of Securities
9.2     Transfer Procedures and Restrictions
9.3     Deemed Security Holders
9.4     Book Entry Interests
9.5     Notices to Clearing Agency
9.6     Appointment of Successor Clearing Agency

ARTICLE X  LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR
OTHERS
10.1    Liability
10.2    Exculpation
10.3    Fiduciary Duty
10.4    Indemnification
10.5    Outside Businesses

ARTICLE XI  ACCOUNTING
11.1    Fiscal Year
11.2    Certain Accounting Matters
11.3    Banking
11.4    Withholding

ARTICLE XII  AMENDMENTS AND MEETINGS
12.1    Amendments
12.2    Meetings of the Holders; Action by Written Consent

ARTICLE XIII  REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE
13.1    Representations and Warranties of Property Trustee
13.2    Representations and Warranties of Delaware Trustee

ARTICLE XIV  REGISTRATION RIGHTS
14.1    Registration Rights Agreement; Liquidated Damages

ARTICLE XV  MISCELLANEOUS
15.1    Notices
15.2    Governing Law
15.3    Intention of the Parties
15.4    Headings
15.5    Successors and Assigns
15.6    Partial Enforceability
15.7    Counterparts

                            AMENDED AND RESTATED
                            DECLARATION OF TRUST
                                    OF
                     PUGET SOUND ENERGY CAPITAL TRUST I

                                June 6, 1997

     AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of June 6, 1997, by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the holders, from time to time, of
undivided beneficial interests in the Trust to be issued pursuant to this
Declaration;

     WHEREAS, the Trustees and the Sponsor established Puget Sound Energy
Capital Trust I (the "Trust"), a trust formed under the Delaware Business
Trust Act pursuant to a Declaration of Trust dated as of June 1, 1997 (the
"Original Declaration"), and a Certificate of Trust filed with the Secretary
of State of the State of Delaware on June 3, 1997, for the sole purpose of
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in
certain Debentures of the Debenture Issuer (each as hereinafter defined);

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

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

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

                               ARTICLE I

                    INTERPRETATION AND DEFINITIONS
1.1     Definitions

Unless the context otherwise requires:

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

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

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

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

          (e)     a term defined in the Trust Indenture Act has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and
          (f)     a reference to the singular includes the plural and vice
versa.

     "Administrative Trustee" has the meaning set forth in Section 5.1.

     "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, Registrar or Exchange Agent.

     "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 The City of New York, New York, The City of
Chicago, Illinois or The City of Seattle, Washington 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. C.  3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "Capital 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).

     "Capital Securities" means, collectively, the Series A Capital
Securities and the Series B Capital Securities.

     "Capital Securities Guarantee" means, collectively, the Series A Capital
Securities Guarantee and the Series B Capital Securities Guarantee.

     "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 Capital 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
Capital Securities.

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

     "Closing Time" means the "Closing Time" under the Purchase Agreement.

     "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).

     "Common Securities Guarantee" means the guarantee agreement dated as of
June 6, 1997 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 Agreement is located at One First National Plaza,
Suite 0126, Chicago, IL 60670-0126.

     "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 Puget Sound Energy, Inc., a Washington
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 Trustee" means The First National Bank of Chicago, a national
banking association, as trustee under the Indenture until a successor is
appointed thereunder, and thereafter means such successor trustee.

     "Debentures" means, collectively, the Series A Debentures and the
Series B Debentures.

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

     "Definitive Capital 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.

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

     "Exchange Agent" has the meaning set forth in Section 7.4.

     "Exchange Offer" means the offer that may be made pursuant to the
Registration Rights Agreement (i) by the Trust to exchange Series B Capital
Securities for Series A Capital Securities and (ii) by the Debenture Issuer
to exchange Series B Debentures for Series A Debentures and the Series B
Capital Securities Guarantee for the Series A Capital Securities Guarantee.

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

     "Global Capital Securities" has the meaning set forth in Section 7.3(a).

     "Global Capital 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 June 6, 1997, among 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).

      "Liquidated Damages Agreement" means the Liquidated Damages Agreement
dated as of June 6, 1997, by and among the Trust, the Debenture Issuer and
the Initial Purchasers named therein, as amended from time to time.

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

     "Ministerial Action" has the meaning set forth in Annex I hereto.

     "Offering Memorandum" has the meaning set forth in Section 3.6(b).

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by any two of the following officers of such person:  the Chairman,
the Chief Executive Officer, the President, a Vice President, the Controller
or an Assistant Controller, the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary.  Any Officers' Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Declaration shall include:

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

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

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

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

     "Opinion of Counsel" shall mean 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.

     "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.

     "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).

     "Purchase Agreement" means the Purchase Agreement for the initial
offering and sale of Capital Securities.

     "QIBs" shall mean qualified institutional buyers as defined in
Rule 144A.

     "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.

     "Registration Rights Agreement" means the Registration Rights Agreement
dated as of June 6, 1997, by and among the Trust, the Debenture Issuer and
the Initial Purchasers named therein, as amended from time to time.

     "Registration Statement" has the meaning set forth in the Registration
Rights Agreement.

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

     "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee, including
any vice-president, any assistant vice-president, any assistant secretary,
the treasurer, any assistant treasurer or other officer of the Corporate
Trust Office of the Property Trustee customarily performing functions similar
to those performed by any of the above designated officers and also means,
with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of that officer's knowledge of and
familiarity with the particular subject.

     "Restricted Definitive Capital Securities" has the meaning set forth in
Section 7.3(c).

     "Restricted Capital Security" means a Capital Security required by
Section 9.2 to contain a Restricted Securities Legend.

     "Restricted Global Capital Security" has the meaning set forth in
Section 7.3(a).

     "Restricted Securities Legend" has the meaning set forth in Section 7.3.

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

     "Rule 144" means Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

     "Rule 144A" means Rule 144A under the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

     "Securities" or "Trust Securities" means the Common Securities and the
Capital Securities.

     "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
Capital Securities Guarantee.

     "Series A Capital Securities" has the meaning specified in
Section 7.1(a).

     "Series B Capital Securities" has the meaning specified in
Section 7.1(a).

     "Series A Capital Securities Guarantee" means the guarantee agreement
dated as of June 6, 1997, by the Sponsor in respect of the Series A Capital
Securities.

     "Series B Capital Securities Guarantee" means the guarantee agreement to
be entered in connection with the Exchange Offer by the Sponsor in respect of
the Series B Capital Securities.

     "Series A Debentures" means the Series A 8.231% Junior Subordinated
Deferrable Interest Debentures due June 1, 2027 of the Debenture Issuer
issued pursuant to the Indenture.

     "Series B Debentures" means the Series B 8.231% Junior Subordinated
Deferrable Interest Debentures due June 1, 2027 of the Debenture Issuer
issued pursuant to the Indenture.

     "Sponsor" means Puget Sound Energy, Inc., a Washington corporation, or
any successor entity resulting from any merger, consolidation, amalgamation
or other business combination, in its capacity as sponsor of the Trust.

     "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 Capital 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 Capital
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of 10% or more of the aggregate liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date
upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

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

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

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

     "Unrestricted Global Capital Security" has the meaning set forth in
Section 9.2(b).

                               ARTICLE II

                          TRUST INDENTURE ACT

2.1     Trust Indenture Act; Application

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

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

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

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

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 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
under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

2.3     Reports by the Property Trustee

     Within 60 days after December 31 of each year, commencing December 31,
1997, the Property Trustee shall provide to the Holders of the Capital
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.

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 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.

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.

2.6     Events of Default; Waiver

          (a)     The Holders of a Majority in liquidation amount of Capital
Securities may, by vote, on behalf of the Holders of all of the Capital
Securities, waive any past Event of Default in respect of the Capital
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 Capital
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 Capital 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 Capital Securities or impair any right consequent thereon.  Any waiver
by the Holders of the Capital Securities of an Event of Default with respect
to the Capital 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.

     The Holders of a Majority in liquidation amount of the Capital
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee or
to direct the exercise of any trust or power conferred upon the Property
Trustee, including the right to direct the Property Trustee to exercise the
remedies available to it as holder of the Debentures; provided, however, that
(subject to the provisions of Section 3.9) the Property Trustee shall have
the right to decline to follow any such direction if the Property Trustee
shall determine that the action so directed would be unjustly prejudicial to
the Holders not taking part in such direction or if the Property Trustee,
being advised by counsel, determines that the action or proceeding so
directed may not lawfully be taken or if the Property Trustee, in good faith,
by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers, shall
determine that the action or proceedings so directed would involve the
Property Trustee in personal liability.

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

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

               (ii)    requires the consent or vote of a Super Majority to be
waived, except where the Holders of the Common Securities are deemed to have
waived such Event of Default under the Declaration as provided below in this
Section 2.6(b), the Event of Default under the Declaration may only be waived
by the vote of the Holders of at least the proportion in aggregate
liquidation amount of the Common Securities that the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding;
provided further, each Holder of Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to
the Common Securities and its consequences if all Events of Default with
respect to the Capital 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 Capital Securities and only the Holders of
the Capital 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 Capital 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.

2.7     Event of Default; Notice

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

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

               (i)     a default under Sections 5.01(a) and 5.01(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 of the
Property Trustee charged with the administration of the Declaration shall
have actual knowledge.

          (c)     The Sponsor and the Administrative Trustees shall file
annually with the Property Trustee a certification as to whether or not they
are in compliance with all the conditions and covenants applicable to them
under this Declaration.

                                   ARTICLE III

                                  ORGANIZATION

3.1     Name

     The Trust is named "Puget Sound Energy Capital Trust I" as such name may
be modified from time to time by the Administrative Trustees following
written notice to the Holders of Securities.  The Trust's activities may be
conducted under the name of the Trust or any other name deemed advisable by
the Administrative Trustees.

3.2     Office

     The address of the principal office of the Trust is c/o Puget Sound
Energy, Inc., 411 - 108th Avenue N.E., Bellevue, Washington  98004-5515,
Attention:  James P. Torgerson, Administrative Trustee.  On ten Business Days
written notice to the Holders of Securities, the Administrative Trustees may
designate another principal office.

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.

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 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.

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.

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, in the case of (i) and (ii), as
contemplated in Section 7.1(a), (i) the Trust may issue no more than one
series of Capital 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 Capital Securities and Common Securities at any
Closing Time;

          (b)     in connection with the issue and sale of the Capital
Securities and the
consummation of the Exchange Offer, at the direction of the Sponsor, to:

               (i)      prepare and execute, if necessary, an offering
memorandum (the "Offering Memorandum") in preliminary and final form prepared
by the Sponsor, in relation to the offering and sale of Series A Capital
Securities to qualified institutional buyers in reliance on Rule 144A under
the Securities Act and to institutional "accredited investors" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act),
and to execute and file with the Commission, at such time as determined by
the Sponsor, any Registration Statement, including any amendments thereto, as
contemplated by the Registration Rights Agreement;

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

               (iii)    at the direction of the Sponsor, execute and file an
application, prepared by the Sponsor, to the New York Stock Exchange or any
other national stock exchange or the Nasdaq Stock Market's National Market
for listing or quotation of the Capital Securities;

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

               (v)      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 Capital
Securities under Section 12(b) of the Exchange Act; and

               (vi)     execute and enter into the Purchase Agreement and the
Registration Rights Agreement providing for the sale of the Capital
Securities;

          (c)     to acquire the Series A Debentures with the proceeds of the
sale of the Series A Capital Securities and the Common Securities and to
exchange the Series A Debentures for a like principal amount of Series B
Debentures, pursuant to the Exchange Offer; 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 Tax 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 Capital 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
and Exchange Agent 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;

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

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

          (p)     to take any action, not inconsistent with this Declaration
or with applicable law, that the 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.

          (q)     to take all action necessary to consummate the Exchange
Offer or otherwise cause the Capital Securities to be registered pursuant to
an effective registration statement in accordance with the provisions of the
Registration Rights Agreement.

          (r)     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.
     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.
Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

3.7     Prohibition of Actions by the Trust and the Trustees

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

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

               (vii)    other than as provided in this Declaration or Annex
I, (A) direct the time, method and place of 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,
(C) exercise any right to rescind or annul any declaration that the principal
of all the Debentures shall be due and payable, or (D) consent to any
amendment, modification or termination of the Indenture or the Debentures
where such consent shall be required unless the Trust shall have received an
opinion of a nationally recognized independent tax counsel experienced in
such matters to the effect that such modification will not cause more than an
insubstantial risk that for United States federal income tax purposes the
Trust will not be classified as a grantor trust.

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 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 to the Holders of the Capital Securities and
Holders of the Common Securities 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 is
at least equal to the rating assigned to the Capital Securities by a
"nationally recognized statistical rating organization", as that term is
defined for purposes of Rule 436(g)(2) under the Securities Act;

               (ii)     engage in such ministerial activities as shall be
necessary or appropriate to effect the redemption of the Common 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 of Securities 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)     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 of the Property Trustee has actual
knowledge or the Property Trustee's duties and obligations under this
Declaration or the Trust Indenture Act and if such Property Trustee shall
have failed to take such Legal Action, the Holders of the Capital Securities
may take such Legal Action, to the same extent as if such Holders of Capital
Securities held an aggregate principal amount of Debentures equal to the
aggregate liquidation amount of such Capital Securities, without first
proceeding against the Property Trustee or the Trust; provided however, that
if an Event of Default has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay the principal of
or premium, if any, or interest on the Debentures on the date such principal,
premium, if any, or interest is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of Capital Securities may
directly institute a proceeding for enforcement of payment to such Holder of
the principal of or premium, if any, or interest on the Debentures having a
principal amount equal to the aggregate liquidation amount of the Capital
Securities of such Holder (a "Direct Action") on or after the respective due
date specified in the Debentures.  In connection with such Direct Action, the
rights of the Holders of the Common Securities will be subrogated to the
rights of such Holder of Capital Securities to the extent of any payment made
by the Debenture Issuer to such Holder of Capital Securities in such Direct
Action.  Except as provided in the preceding sentences, the Holders of
Capital Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

          (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
of the Property Trustee 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.

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

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 Trust 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 Default has occurred (that has not been cured or waived pursuant to
Section 2.6) of which a Responsible Officer of the Property Trustee has
actual knowledge, the Property Trustee shall exercise such of the rights and
powers vested in it by this Declaration, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
          (b)     No provision of this Declaration shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

               (i)      prior to the occurrence of 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 of the Property
Trustee, 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 Capital 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, safe keeping and physical preservation of the Debentures and the
Property Trustee Account shall be to deal with such property in a similar
manner as the Property Trustee deals with similar property for its own
account, subject to the protections and limitations on liability afforded to
the Property Trustee under this Declaration and the Trust Indenture Act;

               (vi)     the Property Trustee shall have no duty or liability
for or with respect to the value, genuineness, existence or sufficiency of
the 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.

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 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 of the Securities, and
the signature of the Property Trustee or its agents alone shall be sufficient
and effective to perform any such action and no third party shall be required
to inquire as to the authority of the Property Trustee to so act or as to its
compliance with any of the terms and provisions of this Declaration, both of
which shall be 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 or
accordance with such instructions;

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

               (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.

          (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.

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 described in this Declaration (except as
required under the Business Trust Act).  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.

3.12     Execution of Documents

     Unless each 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; provided that, the registration
statement referred to in Section 3.6(b)(i), including any amendments thereto,
shall be signed by a majority of the Administrative Trustees.

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.

3.14     Duration of Trust

     The Trust, unless terminated pursuant to the provisions of Article VIII
hereof, shall have existence up to June 1, 2028.

3.15     Mergers

          (a)     The Trust may not merge with or 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).

          (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,
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; 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 Capital
Securities are then listed or quoted;

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

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

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

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

               (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 Capital Securities Guarantee and the Common
Securities Guarantee.

          (c)     Notwithstanding Section 3.15(b), the Trust shall not,
except with the consent of Holders of 100% in liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by,
or convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to, any other entity or permit any other entity
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.

                                    ARTICLE IV

                                      SPONSOR

4.1     Sponsor's Purchase of Common Securities

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

4.2     Responsibilities of the Sponsor

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

          (a)     to prepare the Offering Memorandum and to prepare for
filing by the Trust with the Commission any Registration Statement, including
any amendments thereto as contemplated by the Registration Rights Agreement;

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

          (c)     if deemed necessary or advisable by the Sponsor, to prepare
for filing by the Trust an application to the New York Stock Exchange or any
other national stock exchange or the Nasdaq National Market for listing or
quotation of the Capital Securities;

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

          (e)     to negotiate the terms of the Purchase Agreement and the
Registration Rights Agreement providing for the sale of the Capital
Securities.

4.3     Right to Proceed

     The Sponsor acknowledges the rights of the Holders of Capital
Securities, in the event that a failure of the Trust to pay Distributions on
the Capital 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

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, in the case of a natural
person, shall be a person who is a resident of the State of Delaware or that,
if not a natural person, is an entity which has its principal place of
business in the State of Delaware; (2) there shall be at least one Trustee
who is an employee or officer of, or is affiliated with 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 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.

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.

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

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

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

          (e)     The initial Property Trustee shall be:
                  The First National Bank of Chicago
                  One First National Plaza, Suite 0126
                  Chicago, IL  60670-0126
                  Attention:  Corporate Trust Services Division

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.

5.5     Administrative Trustees

The initial Administrative Trustees shall be:
     James P. Torgerson
     Donald E. Gaines
     Tommy G. Leong

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

          (c)     An 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 purposes of signing any documents which
the Administrative Trustees have power and authority to cause the Trust to
execute pursuant to Section 3.6.
5.6     Delaware Trustee

     The initial Delaware Trustee shall be:
          First Chicago Delaware Inc.
          300 King Street
          Wilmington, DE 19801

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 Capital Securities voting as a class at a meeting
of Holders of the Capital 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 Sections 5.2
and 5.4 (a "Successor Delaware Trustee") has been appointed and has accepted
such appointment by written instrument executed by such Successor Delaware
Trustee and delivered to the 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 of
the Securities; and

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

          (d)     The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
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 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.

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.

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.

5.10     Meetings

     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 that a Quorum is present, or without a meeting 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.

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.

5.12     Merger, Conversion, Consolidation or Succession to Business

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

                               ARTICLE VI

                             DISTRIBUTIONS

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
(as defined in the Indenture) and Additional Interest (as defined in the
Indenture)), premium and/or principal on the Debentures held by the Property
Trustee or Liquidated Damages (as defined in the Registration Rights
Agreement) or any other payments pursuant to the Registration Rights
Agreement 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

7.1     General Provisions Regarding Securities

          (a)     The Administrative Trustees shall on behalf of the Trust
issue one class of capital securities representing undivided beneficial
interests in the assets of the Trust having such terms as are set forth in
Annex I (the "Series A Capital Securities") and one class of common
securities representing undivided beneficial interests in the assets of the
Trust having such terms as are set forth in Annex I (the "Common
Securities").  The Administrative Trustees shall on behalf of the Trust issue
one class of capital securities representing undivided beneficial interests
in the Trust having such terms as set forth in Annex I (the "Series B Capital
Securities") in exchange for Series A Capital Securities accepted for
exchange in the Exchange Offer, which Series B Capital Securities shall not
bear the legends required by Section 9.2(i) unless the Holder of such Series
A Capital Securities is either (A) a broker-dealer who purchased such Series
A Capital Securities directly from the Trust for resale pursuant to Rule 144A
or any other available exemption under the Securities Act, (B) a Person
participating in the distribution of the Series A Capital Securities or (C) a
Person who is an affiliate (as defined in Rule 144A) of the Trust.  The Trust
shall issue no securities or other interests in the assets of the Trust other
than the 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
the Trust.

          (d)     Every Person, by virtue of having become a Holder or a
Capital 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.

7.2     Execution and Authentication

          (a)     The Securities shall be signed on behalf of the Trust by an
Administrative Trustee.  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 a Administrative Trustee.

          (b)     One Administrative Trustee shall sign the Capital
Securities for the Trust by manual or facsimile signature.  Unless otherwise
determined by the Trust, such signature shall, in the case of Common
Securities, be a manual signature.

     A Capital 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 Capital 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 Capital Securities for original
issue.  The aggregate number of Capital 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 Capital Securities.  An authenticating agent may
authenticate Capital 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.

7.3     Form and Dating

     The Capital 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 Capital 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 and sold to QIBs,
shall be issued in the form of one or more, permanent global Securities in
definitive, fully registered form without distribution coupons, with the
global legend and, if sold in reliance on Rule 144A, as provided in the
Purchase Agreement, the Restricted Securities Legend set forth in Exhibit A-1
hereto (a "Restricted Global Capital Security"), and shall be deposited on
behalf of the purchasers of the Capital Securities represented thereby with
the Property Trustee, at its New York office, 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 Capital Securities
represented by the Global Capital 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 Capital Security and such other Capital Securities in
global form as may be authorized by the Trust to be deposited with or on
behalf of the Clearing Agency.

     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 Capital 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
Capital 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
Capital 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 Capital 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 Capital Security.

          (c)     Definitive Capital Securities.  Except as provided in
Section 7.9, owners of beneficial interests in a Global Capital Security will
not be entitled to receive physical delivery of certificated Capital
Securities ("Definitive Capital Securities").  Purchasers of Securities who
are "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act) will receive Capital Securities in the
form of individual certificates in definitive, fully registered form without
distribution coupons and with the Restricted Securities Legend set forth in
Exhibit A-1 hereto ("Restricted Definitive Capital Securities"); provided,
however, that upon transfer of such Restricted Definitive Capital Securities
to a QIB, such Restricted Definitive Capital Securities will, unless the
Global Capital Security has previously been exchanged, be exchanged for an
interest in a Global Capital Security pursuant to the provisions of
Section 9.2.  Restricted Definitive Capital Securities will bear the
Restricted Securities Legend set forth on Exhibit A-1 unless removed in
accordance with this Section 7.3 or Section 9.2.

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

7.4     Registrar, Paying Agent and Exchange Agent

     The Trust shall maintain in the Borough of Manhattan, The City of New
York, (i) an office or agency where Capital Securities may be presented for
registration of transfer ("Registrar"), (ii) an office or agency where
Capital Securities may be presented for payment ("Paying Agent") and (iii) an
office or agency where Securities may be presented for exchange ("Exchange
Agent").  The Registrar shall keep a register of the Capital Securities and
of their transfer.  The Trust may appoint the Registrar, the Paying Agent and
the Exchange Agent and may appoint one or more co-registrars, one or more
additional paying agents and one or more additional exchange agents in such
other locations as it shall determine.  The term "Registrar" includes any
additional registrar, "Paying Agent" includes any additional paying agent and
the term "Exchange Agent" includes any additional exchange agent.  The Trust
may change any Paying Agent, Registrar, co-registrar or Exchange Agent
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, Paying Agent or Exchange
Agent, the Property Trustee shall act as such.  The Trust or any of its
Affiliates may act as Paying Agent, Registrar, or Exchange Agent.  The Trust
shall act as Paying Agent, Registrar, co-registrar, and Exchange Agent for
the Common Securities.

     The Trust initially appoints the New York affiliate of the Property
Trustee as Registrar, Paying Agent, and Exchange Agent for the Capital
Securities.

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 on the Securities,
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.

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 Capital Securities to the Property Trustee,
the Trust shall issue and the Property Trustee shall 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 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 is an additional beneficial interest in the
Trust.

7.7     Outstanding Capital Securities

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

     If a Capital 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
Capital Security is held by a bona fide purchaser.

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

7.8     Capital Securities in Treasury

     In determining whether the Holders of the required amount of Securities
have concurred in any direction, waiver or consent, Capital 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
the Property Trustee actually knows are so owned shall be so disregarded.

7.9     Temporary Securities

          (a)     Until Definitive Securities are ready for delivery, the
Trust may prepare and, in the case of the Capital Securities, the Property
Trustee shall authenticate temporary Securities.  Temporary Securities shall
be substantially in the form of Definitive 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 Capital
Securities, the Property Trustee shall authenticate Definitive Securities in
exchange for temporary Securities.

          (b)     A Global Capital 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 certificated Capital Securities only if such transfer complies
with Section 9.2 and (i) the Clearing Agency notifies the Company that it is
unwilling or unable to continue as Clearing Agency for such Global Capital
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 Trust at its
sole discretion elects to cause the issuance of certificated Capital
Securities.

          (c)     Any Global Capital Security that is transferable to the
beneficial owners thereof in the form of certificated Capital Securities
pursuant to this Section 7.9 shall be surrendered by the Clearing Agency to
the Property Trustee, 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
Capital Security, an equal aggregate liquidation amount of Securities of
authorized denominations in the form of certificated Capital Securities.  Any
portion of a Global Capital Security transferred pursuant to this
Section shall be registered in such names as the Clearing Agency shall
direct.  Any Capital Security in the form of certificated Capital Securities
delivered in exchange for an interest in the Restricted Global Capital
Security shall, except as otherwise provided by Sections 7.3 and 9.1, bear
the Restricted Securities Legend set forth in Exhibit A-1 hereto.

          (d)     Subject to the provisions of Section 7.9(c), the Holder of
a Global Capital 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 Trust will promptly make available to the
Property Trustee a reasonable supply of certificated Capital Securities in
fully registered form without distribution coupons.

7.10     Cancellation

     The Trust at any time may deliver Capital Securities to the Property
Trustee for cancellation.  The Registrar, Paying Agent and Exchange Agent
shall forward to the Property Trustee any Capital Securities surrendered to
them for registration of transfer, redemption, exchange or payment.  The
Property Trustee shall promptly cancel all Capital Securities, surrendered
for registration of transfer, redemption, exchange, payment, replacement or
cancellation and shall dispose of cancelled Capital Securities as the Trust
directs, provided that the Property Trustee shall not be obligated to destroy
Capital Securities.  The Trust may not issue new Capital Securities to
replace Capital Securities that it has paid or that have been delivered to
the Property Trustee for cancellation or that any holder has exchanged.

7.11     CUSIP Numbers

     The Trust in issuing the Capital 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 Capital
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Capital
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 Capital
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

                         TERMINATION OF TRUST

8.1     Termination of Trust

          (a)     The Trust shall automatically terminate:

               (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 terminate
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 (i) the receipt
by the Sponsor or the Trust, as the case requires, of any required regulatory
approval, (ii) the Administrative Trustees' receipt of an opinion of counsel
experienced in such matters (a "No Recognition Opinion"), 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;

               (vi)      upon the repayment of the Debentures or at such time
as no Debentures
are outstanding; or

               (vii)    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), the Administrative Trustees shall file a
certificate of cancellation with the Secretary of State of the State of
Delaware.

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

                               ARTICLE IX

                         TRANSFER OF INTERESTS

9.1     Transfer of Securities

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

          (b)     Subject to this Article IX, Capital Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Declaration.  Any transfer or purported transfer of any
security not made in accordance with this Declaration shall be null and void.

          (c)     The Common Securities may not be transferred except to the
Sponsor or an Affiliate of the Sponsor.

          (d)     The Administrative Trustees shall provide for the
registration of Capital Securities and of the transfer of 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 Capital Securities, the Administrative
Trustees shall cause one or more new Securities to be issued in the name of
the designated transferee or transferees.  Every Capital 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 Capital Security surrendered for registration of
transfer shall be canceled by the Property Trustees.  A transferee of a
Capital Security shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the receipt by such transferee of a
Capital Security.  By acceptance of a Security, each transferee shall be
deemed to have agreed to be bound by this Declaration.

9.2     Transfer Procedures and Restrictions

          (a)     General.  Except as otherwise provided in Section 9.2(b),
if Capital Securities are issued upon the transfer, exchange or replacement
of Capital Securities bearing the Restricted Securities Legend set forth in
Exhibit A-1 hereto, or if a request is made to remove such Restricted
Securities Legend on Capital Securities, the Capital Securities so issued
shall bear the Restricted Securities Legend, or the Restricted Securities
Legend shall not be removed, as the case may be, unless there is delivered to
the Trust and the Property Trustee such satisfactory evidence, which shall
include an Opinion of Counsel experienced in such matters, as may be
reasonably required by the Sponsor and the Property Trustee, that neither the
legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof are made pursuant to an exception from the
registration requirements of the Securities Act or, with respect to
Restricted Securities, that such Securities are not "restricted" within the
meaning of Rule 144.  Upon provision of such satisfactory evidence, the
Property Trustee, at the written direction of the Trust, shall authenticate
and deliver Capital Securities that do not bear the legend.

          (b)     Transfers After Effectiveness of a Registration Statement.
After the effectiveness of a Registration Statement with respect to any
Capital Securities, all requirements pertaining to legends on such Capital
Securities will cease to apply, and beneficial interests in a Capital
Security in global form without legends will be available to transferees of
such Capital Securities, upon exchange of the transferring holder's
Restricted Definitive Capital Security or directions to transfer such
Holder's beneficial interest in the Global Capital Security.  No transfer or
exchange of a Restricted Definitive Series A Capital Security or of an
interest in the Global Capital Security shall be effective unless the
transferor delivers to the Trust a certificate in a form substantially
similar to that attached hereto as the "Form of Assignment" in Exhibit A-1.
Except as otherwise provided in Section 9.2(m), after the effectiveness of a
Registration Statement, the Trust shall issue and the Property Trustee, upon
a written order of the Trust signed by one Administrative Trustee, shall
authenticate a Capital Security in global form without the Restricted
Securities Legend (the "Unrestricted Global Capital Security") to deposit
with the Clearing Agency to evidence transfers of beneficial interests from
the (i) Global Capital Security and (ii) Restricted Definitive Capital
Securities.

          (c)     Transfer and Exchange of Definitive Capital Securities.
When Definitive Capital Securities are presented to the Registrar

     (x)  to register the transfer of such Definitive Capital Securities; or

     (y)  to exchange such Definitive Capital Securities for an equal number
of Definitive Capital 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 Capital Securities surrendered for transfer or exchange:

               (I)     shall be duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Trust and the
Registrar or co-registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing; and


               (ii)     in the case of Definitive Capital Securities that are
Restricted Definitive Capital Securities:

                    (A)     if such Restricted Capital Securities are being
delivered to the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to that effect; or

                    (B)     if such Restricted Capital Securities are being
transferred:  (i) a certification from the transferor in a form substantially
similar to that attached hereto as the "Form of Assignment" in Exhibit A-1,
and (ii) if the Trust or Registrar so requests, evidence reasonably
satisfactory to them as to the compliance with the restrictions set forth in
the Restricted Securities Legend.

          (d)     Restrictions on Transfer of a Definitive Capital Security
for a Beneficial Interest in a Global Capital Security.  A Definitive Capital
Security may not be exchanged for a beneficial interest in a Global Capital
Security except upon satisfaction of the requirements set forth below.  Upon
receipt by the Property Trustee of a Definitive Capital Security, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Property Trustee and the Administrative Trustees,
together with:

               (i)     if such Definitive Capital Security is a Restricted
Capital Security, certification (in a form substantially similar to that
attached hereto as the "Form of Assignment" in Exhibit A-1); and

               (ii)     whether or not such Definitive Capital Security is a
Restricted Capital Security, 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 Capital Security
to reflect an increase in the number of the Capital Securities represented by
such Global Capital Security, then the Property Trustee shall cancel such
Definitive Capital Security and cause, or direct the Clearing Agency to
cause, the aggregate number of Capital Securities represented by the
appropriate Global Capital Security to be increased accordingly.  If no
Global Capital 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 Capital Securities in global form.

          (e)     Transfer and Exchange of Global Capital Securities.
Subject to Section 9.02(f), the transfer and exchange of Global Capital
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.

          (f)     Transfer of a Beneficial Interest in a Restricted Global
Capital Security for a Definitive Restricted Capital Security.

               (i)     Any Person having a beneficial interest in a
Restricted Global Capital Security may, upon transfer of such beneficial
interest to a Person who is an "accredited investor" (as defined in
Rule 501(a)(1)(2)(3) or (7) under Regulation D under the Securities Act,
exchange such beneficial interest for a Restricted Definitive Capital
Security representing the same number of Capital 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 Restricted Global Capital 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 Restricted Capital Security and a
certification from the transferor (in a form substantially similar to that
attached hereto as the "Form of Assignment" in Exhibit A-1), which may be
submitted by facsimile, the Property Trustee will cause the aggregate number
of Capital Securities represented by Restricted Global Capital 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 Restricted Definitive Capital Security.

               (ii)     Definitive Capital Securities issued in exchange for
a beneficial interest in a Restricted Global Capital Security pursuant to
this Section 9.2(f) shall be registered in such names and in such authorized
denominations as the Clearing Agency, pursuant to instructions from its
Participants or indirect participants or otherwise, shall instruct the
Property Trustee in writing.  The Property Trustee shall deliver such Capital
Securities to the persons in whose names such Capital Securities are so
registered in accordance with such instructions of the Clearing Agency.

          (g)     Restrictions on Transfer and Exchange of Global Capital
Securities.  Notwithstanding any other provisions of this Declaration (other
than the provisions set forth in subsection (h) of this Section 9.2), a
Global Capital 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.

          (h)     Authentication of Definitive Capital Securities.  If at any
time:

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

               (ii)     the Administrative Trustees, in their sole
discretion, notify the Property Trustee in writing that they elect to cause
the issuance of Definitive Capital Securities under this Declaration, then
the Administrative Trustees 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 Capital Securities
to the Persons designated in such notice, will authenticate and make
available for delivery Definitive Capital Securities, equal in number to the
number of Capital Securities represented by the Global Capital Securities, in
exchange for such Global Capital Securities.

          (i)     Legend.

               (i)      Except as permitted by the following paragraph (ii),
each Capital Security certificate evidencing the Global Capital Securities
and the Definitive Capital Securities (and all Capital Securities issued in
exchange therefor or substitution thereof) shall bear a legend (the
"Restricted Securities Legend") in substantially the following form:

     THE CAPITAL SECURITIES REPRESENTED HEREBY HAVE 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 CAPITAL
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 HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL SECURITY, PRIOR TO THE DATE
(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE
CORPORATION OR ANY "AFFILIATE" OF THE CORPORATION WAS THE OWNER OF THIS
CAPITAL SECURITY (OR ANY PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO
THE CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS CAPITAL
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2), (3) OR (7) OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT
THAT IS ACQUIRING THIS CAPITAL SECURITY 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, OR (E) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES
ACT, SUBJECT TO THE RIGHT OF THE TRUST AND THE CORPORATION PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (ii) PURSUANT TO CLAUSE (D), TO REQUIRE
THAT THE TRANSFEROR DELIVER TO THE TRUST A LETTER FROM THE TRANSFEREE
SUBSTANTIALLY IN THE FORM OF ANNEX A TO THE OFFERING MEMORANDUM DATED JUNE 5,
1997.  SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
THIS CAPITAL SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.

               (ii)     Upon any sale or transfer of a Restricted Capital
Security (including any Restricted Capital Security represented by a Global
Capital Security) pursuant to an effective registration statement under the
Securities Act or pursuant to Rule 144 under the Securities Act after such
registration statement ceases to be effective:

                    (A)     in the case of any Restricted Capital Security
that is a Definitive Capital Security, the Registrar shall permit the Holder
thereof to exchange such Restricted Capital Security for a Definitive Capital
Security that does not bear the Restricted Securities Legend and rescind any
restriction on the transfer of such Restricted Capital Security; and
                    (B)     in the case of any Restricted Capital Security
that is represented by a Global Capital Security, the Registrar shall permit
the Holder of such Global Capital Security to exchange such Global Capital
Security for another Global Capital Security that does not bear the
Restricted Securities Legend.

          (j)     Cancellation or Adjustment of Global Capital Security.  At
such time as all beneficial interests in a Global Capital Security have
either been exchanged for Definitive Capital Securities to the extent
permitted by this Declaration or redeemed, repurchased or canceled in
accordance with the terms of this Declaration, such Global Capital Security
shall be returned to the Property Trustee for cancellation or retained and
canceled by the Property Trustee.  At any time prior to such cancellation, if
any beneficial interest in a Global Capital Security is exchanged for
Definitive Capital Securities, Capital Securities represented by such Global
Capital Security shall be reduced and an adjustment shall be made on the
books and records of the Property Trustee (if it is then the custodian for
such Global Capital Security) with respect to such Global Capital Security,
by the Property Trustee or the Securities Custodian, to reflect such
reduction.

          (k)     Obligations with Respect to Transfers and Exchanges of
Capital Securities.

               (i)     To permit registrations of transfers and exchanges,
the Trust shall execute and the Property Trustee shall authenticate
Definitive Capital Securities and Global Capital 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) Capital Securities during a
period beginning at the opening of business 15 days before the day of mailing
of a notice of redemption or any notice of selection of Capital Securities
for redemption and ending at the close of business on the day of such
mailing; or (b) any Capital Security so selected for redemption in whole or
in part, except the unredeemed portion of any Capital Security being redeemed
in part.

               (iv)     Prior to the due presentation for registrations of
transfer of any Capital 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 Capital Security is registered as the absolute owner of such
Capital Security for the purpose of receiving Distributions on such Capital
Security 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 Capital Securities issued upon any 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 Capital Securities surrendered upon such transfer or exchange.

          (l)     No Obligation of the Property Trustee.

               (i)     The Property Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Capital 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
Participant thereof, with respect to any ownership interest in the Capital
Securities or with respect to the delivery to any 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 Capital Securities.  All notices and communications to
be given to the Holders and all payments to be made to Holders under the
Capital 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 Capital Security).  The rights of beneficial owners in any
Global Capital Security shall be exercised only through the 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 Participants and any beneficial owners.

               (ii)     The Property Trustee and 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 Capital Security
(including any transfers between or among Clearing Agency Participants or
beneficial owners in any Global Capital 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.

          (m)     Exchange of Series A Capital Securities for Series B
Capital Securities.  The Series A Capital Securities may be exchanged for
Series B Securities pursuant to the terms of the Exchange Offer.  The
Property Trustee shall make the exchange as follows:

     The Sponsor shall present the Property Trustee with an Officers'
Certificate certifying the following:

                    (A)     upon issuance of the Series B Capital Securities,
the transactions contemplated by the Exchange Offer have been consummated;
and

                    (B)     the number of Series A Capital Securities
properly tendered in the Exchange Offer that are represented by a Global
Capital Security and the number of Series A Capital Securities properly
tendered in the Exchange Offer that are represented by Definitive Capital
Securities, the name of each Holder of such Definitive Capital Securities,
the liquidation amount of Capital Securities properly tendered in the
Exchange Offer by each such Holder and the name and address to which
Definitive Capital Securities for Series B Capital Securities shall be
registered and sent for each such Holder.

     The Property Trustee, upon receipt of (i) such Officers' Certificate,
(ii) an Opinion of Counsel (x) to the effect that the Series B Capital
Securities have been registered under Section 5 of the Securities Act and the
Indenture has been qualified under the Trust Indenture Act and (y) with
respect to the matters set forth in Section 3(p) of the Registration Rights
Agreement and (iii) a Company Order, shall authenticate (A) a Global Capital
Security for Series B Capital Securities in aggregate liquidation amount
equal to the aggregate liquidation amount of Series A Capital Securities
represented by a Global Capital Security indicated in such Officers'
Certificate as having been properly tendered and (B) Definitive Capital
Securities representing Series B Capital Securities registered in the names
of, and in the liquidation amounts indicated in such Officers' Certificate.

     If, upon consummation of the Exchange Offer, less than all the
outstanding Series A Capital Securities shall have been properly tendered and
not withdrawn, the Property Trustee shall make an endorsement on the Global
Capital Security for Series A Capital Securities indicating the reduction in
the number and aggregate liquidation amount represented thereby as a result
of the Exchange Offer.

     The Trust shall deliver such Definitive Capital Securities for Series B
Capital Securities to the Holders thereof as indicated in such Officers'
Certificate.

          (n)     Minimum Transfers.  Series A Capital Securities may only be
transferred in minimum blocks of $100,000 aggregate liquidation amount until
such Series A Capital Securities are registered pursuant to an effective
registration statement filed under the Securities Act.

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.

9.4     Book Entry Interests

     Global Capital 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 Capital Security Beneficial Owner will receive a definitive
Capital Security Certificate representing such Capital Security Beneficial
Owner's interests in such Global Capital Securities, except as provided in
Section 9.2 and Section 7.9.  Unless and until definitive, fully registered
Capital Securities certificates have been issued to the Capital Security
Beneficial Owners pursuant to Section 9.2 or 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 Capital Securities and receiving
approvals, votes or consents hereunder) as the Holder of the Capital
Securities and the sole holder of the Global Certificates and shall have no
obligation to the Capital Security Beneficial Owners;

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

          (d)     the rights of the Capital Security Beneficial Owners shall
be exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Capital Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants and
receive and transmit payments of Distributions on the Global Certificates to
such Clearing Agency Participants.  DTC will make book entry transfers among
the Clearing Agency Participants; provided, that solely for the purposes of
determining whether the Holders of the requisite amount of Capital Securities
have voted on any matter provided for in this Declaration, so long as
Definitive Capital Securities 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 Capital Security Beneficial Owners' votes or
assigning the right to vote on any matter to any other Persons either in
whole or in part.

9.5     Notices to Clearing Agency

     Whenever a notice or other communication to the Capital 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
Capital Securities to the Clearing Agency, and shall have no notice
obligations to the Capital Security Beneficial Owners.

9.6     Appointment of Successor Clearing Agency

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

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

10.1     Liability

          (a)     Except as expressly set forth in this Declaration, the
Securities Guarantees and the terms of the Securities, the Sponsor shall not
be:
               (I)     personally liable for the return of any portion of the
capital contributions (or any return thereon) of the Holders of the
Securities which shall be made solely from assets of the Trust; and

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

          (b)     The Debenture Issuer shall be liable for all of the debts
and obligations of the Trust (other than with respect to the payment of
principal, interest and premium, if any, on the Securities) to the extent not
satisfied out of the Trust's assets.
          (c)     Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Capital Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of Delaware.

10.2     Exculpation

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

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

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 Persons; or

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

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

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

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

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 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)     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.

               (iv)     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 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 Capital Security Holders.

               (v)     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 Capital 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.

               (vi)     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).

               (vii)    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.

               (viii)     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 and the Delaware Trustee, and (iv) any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Property Trustee and the Delaware Trustee (each of
the Persons in (i) through (iv) being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any 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 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 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
satisfaction and discharge of this Declaration or the resignation or removal
of the Property Trustee or the Delaware Trustee, as the case may be.

10.5     Outside Businesses

     Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee may engage in or possess an interest in other business ventures of
any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders 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.

                                   ARTICLE XI

                                   ACCOUNTING

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.

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 Trust shall use
the accrual method of accounting for United States federal income tax
purposes.  The books of account and the records of the Trust shall be
examined by and reported upon as of the end of each Fiscal Year of the Trust
by a firm of independent certified public accountants selected by the
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.

11.3     Banking

     The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all payments of funds
in respect of the Debentures held by the 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.

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 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

12.1     Amendments

          (a)     Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by 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, in the case of any proposed amendment, the
Property Trustee shall have first received an Officers' Certificate from each
of the Trust and the Sponsor that such amendment is permitted by, and
conforms to, the terms of this Declaration (including the terms of the
Securities);

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

                    (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),

provided, however, that the Property Trustee shall not be required to sign
any such amendment, and

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

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

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

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

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

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

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

          (f)     The rights of the holders of the Common Securities under
Article 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 without the consent of the Holders of the Securities 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; and

               (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, such action shall not adversely affect in any material
respect the interests of the Holders, and any amendments of this Declaration
shall become effective when notice thereof is given to the Holders.

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 Capital 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 notice in a writing stating that the
signing Holders of Securities wish to call a meeting and indicating the
general or specific purpose for which the meeting is to be called.  Any
Holders 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 determining whether the
required percentage set forth in the second sentence of this paragraph has
been met.

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

               (i)     notice of any such meeting shall be given to all the
Holders of Securities having a right to vote thereat at least 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 Capital
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 of Securities may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by the Holders
of Securities owning not less than the minimum amount of Securities in
liquidation amount that would be necessary to authorize or take such action
at a meeting at which all Holders 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 of Securities executing it.  Except as otherwise
provided herein, all matters relating to the giving, voting or validity of
proxies shall be governed by the General Corporation Law of the State of
Delaware relating to proxies, and judicial interpretations thereunder, as if
the Trust were a Delaware corporation and the Holders 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 Capital 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 of Securities, waiver of any such
notice, action by consent without a meeting, the establishment of a record
date, quorum requirements, voting in person or by proxy or any other matter
with respect to the exercise of any such right to vote.

                                ARTICLE XIII

          REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

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

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

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

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, if an entity, is duly organized,
validly existing and in good standing 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 has 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 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.

                            ARTICLE XIV

                        REGISTRATION RIGHTS

14.1     Registration Rights Agreement; Liquidated Damages

     The Holders of the Capital Securities, the Debentures and the Capital
Securities Guarantee (collectively, the "Registrable Securities") are
entitled to the benefits of the Registration Rights Agreement.

                             ARTICLE XV

                           MISCELLANEOUS

15.1     Notices

     All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, 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 Holders):

          Puget Sound Energy Capital Trust I

          c/o Puget Sound Energy, Inc.
          411 - 108th Avenue N.E.
          Bellevue, WA 98004-5515

          Attention:  Donald E. Gaines, Administrative Trustee

          (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):

          First Chicago Delaware Inc.
          300 King Street
          Wilmington, DE  19801
          Attention:  Michael J. Majchrzak

          (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):

          The First National Bank of Chicago
          One First National Plaza, Suite 0126
          Chicago, IL  60670-0126
          Attention:  Corporate Trust Services Division

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

          Puget Sound Energy, Inc.
          411 - 108th Avenue N.E.
          Bellevue, Washington  98004-5515
          Attention:  Treasurer

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

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

15.2     Governing Law

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

15.3     Intention of the Parties

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

15.4     Headings

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

15.5     Successors and Assigns

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

15.6     Partial Enforceability

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

15.7     Counterparts

     This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees 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.
     IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                             /s/ James P. Torgerson
                             ----------------------
                             James P. Torgerson, as Administrative Trustee

                             /s/ Donald E. Gaines
                             ----------------------
                             Donald E. Gaines, as Administrative Trustee

                             /s/ Tommy G. Leong
                             ----------------------
                             Tommy G. Leong, as Administrative Trustee

                             FIRST CHICAGO DELAWARE INC., as Delaware Trustee

                             By: /s/ Richard D. Manella
                                 ----------------------
                             Name:  Richard D. Manella
                             Title:    Vice President

                             THE FIRST NATIONAL BANK OF CHICAGO,
                             as Property Trustee

                             By: /s/ Richard D. Manella
                                 ----------------------
                             Name:  Richard D. Manella
                             Title:    Vice President

                             PUGET SOUND ENERGY, INC.,
                             as Sponsor

                             By: /s/ Donald E. Gaines
                                 ----------------------
                             Name:  Donald E. Gaines
                             Title:    Treasurer

                                   ANNEX I

                                  TERMS OF
                  8.231% SERIES A/SERIES B CAPITAL SECURITIES
                         8.231% COMMON SECURITIES

     Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of June 6, 1997 (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 Offering Memorandum referred to below in Section 2(c) of this Annex
I):

1.     Designation and Number

          (a)     Capital Securities.  100,000 Series A Capital Securities of
the Trust and 100,000 Series B Capital Securities of the Trust, each series
with a maximum aggregate liquidation amount with respect to the assets of the
Trust of one hundred million dollars ($100,000,000), 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
"8.231% Series A Capital Securities" and "8.231% Series B Capital
Securities", respectively (collectively, the "Capital Securities").  The
certificates evidencing the Capital Securities shall be substantially in the
form of Exhibit A-1 to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom
or practice or to conform to the rules of any stock exchange on which the
Capital Securities are listed.

          (b)     Common Securities.  3,093 Common Securities of the Trust
with an aggregate liquidation amount with respect to the assets of the Trust
of three million ninety three thousand dollars ($3,093,000) 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 "8.231% Common
Securities" (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 8.231% (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 semi-annual period will bear
additional distributions thereon compounded semi-annually at the Coupon Rate
(to the extent permitted by applicable law).  Pursuant to the Registration
Rights Agreement, in certain limited circumstances the Debenture Issuer will
be required to pay Liquidated Damages (as defined in the Registration Rights
Agreement) with respect to the Debentures.  The term "Distributions," as used
herein, includes distributions of any such Liquidated Damages payable unless
otherwise stated.  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, if no Distributions have been paid, from June 6, 1997, and will be
payable semi-annually in arrears on June 1 and December 1 of each year,
commencing on December 1, 1997 (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 semi-annual periods, including the first such semi-annual 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 day other than an Interest Payment Date
for the Debentures or shall 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) at the Coupon Rate compounded semi-annually 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 semi-annual periods, including the first semi-annual period
during such Extension Period, or extend beyond the Maturity Date of the
Debentures.  Upon the termination of any Extension Period and the payment of
all amounts then due, subject to the foregoing limitations, 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
fifteenth day of the month immediately 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 Capital Securities will be made as described under the heading
"Description of the Capital Securities -- Form, Denomination, Book-Entry
Procedures and Transfer" in the Offering Memorandum dated June 5, 1997, of
the Debenture Issuer and the Trust relating to the Securities and the
Debentures.  Payments in respect of Capital 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 Capital 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 (except that if such next succeeding
day which is a Business Day falls in a subsequent calendar year, such payment
shall be payable on the Business Day next preceding such date) (and without
any interest or other payment in respect of any such delay), with the same
force and effect as if made on such date.

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

     If a termination occurs as described in Sections 8.1(a)(i), (ii), (iii),
(iv) and (vii), the Trust shall be liquidated by the Trustees as
expeditiously as the Trustees determine to be possible by distributing, after
satisfaction of liabilities to creditors of the Trust as provided by
applicable law, to the holders of the Trust Securities a Like Amount 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 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 plus accumulated and unpaid Distributions thereon to the
date of payment (such amount being the "Liquidation Distribution"). If such
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 Capital Securities and the Common Securities shall be paid on a Pro Rata
basis.

     "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.

4.     Redemption and Distribution

          (a)     Upon the repayment of the Debentures in whole or in part,
at maturity or upon early redemption (either at the option of the Debenture
Issuer or pursuant to a Tax Event, as described below), the proceeds from
such repayment shall be simultaneously applied by the Property Trustee
(subject to the Property Trustee having received 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 prepayment of the Debentures upon the occurrence and
continuation of a Tax Event, the Tax Event Redemption Price (as defined
below) and (iii) in the case of the optional prepayment of the Debentures,
the Optional Redemption Price (as defined below).  The Maturity Redemption
Price, the Tax 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.

          (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 Capital Securities
will be redeemed Pro Rata and the Capital 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 or in part at any
time on or after June 1, 2007 (the "Initial Optional Redemption Date"), upon
not less than 30 days and not more than 60 days notice, at the Optional
Redemption Price and, simultaneously with such redemption, to cause a Like
Amount of the Securities to be redeemed by the Trust at the Optional
Redemption Price on a Pro Rata basis.  "Optional Redemption Price" shall mean
a price equal to the percentage of the liquidation amount of Securities to be
redeemed plus accumulated and unpaid Distributions thereon, if any, to the
date of such redemption if redeemed during the 12-month period beginning
June 1 of the years indicated below:

Year                    Percentage

2007                    104.116%
2008                    103.704%
2009                    103.292%
2011                    102.469%
2012                    102.058%
2013                    101.646%
2014                    101.235%
2015                    100.823%
2016                    100.412%
2017 and thereafter     100.000%

          (c)     If a Tax Event shall occur and be continuing, the Debenture
Issuer may at its option prepay the Debentures in whole (but not in part) at
any time prior to the Initial Optional Redemption Date, within the 90 days of
the occurrence of such Tax Event (the "90 Day Period") at the Tax Event
Prepayment Price (as defined in the Indenture), and, simultaneously with such
prepayment, cause a Like Amount of the Securities to be redeemed by the Trust
at the Tax Event Redemption Price on a Pro Rata basis.

     "Tax Event" means the receipt by the Debenture Issuer and the Trust of
an opinion of counsel (a "Tax Event Opinion") experienced in such matters to
the effect that, as a result of (a) any amendment to, or change (including
any announced prospective change) in, the laws or any regulations thereunder
of the United States or any political subdivision or taxing authority thereof
or therein, or (b) any amendment to or change in an interpretation or
application of such laws or regulations by any legislative body, court,
governmental agency or regulatory agency (which amendment or change is
effective or is announced on or after June 6, 1997), there is more than an
insubstantial risk that (i) the Trust would be 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
would not be deductible by the Debenture Issuer for United States federal
income tax purposes or (iii) the Trust will be subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

     "Tax Event Redemption Price" shall mean, with respect to a redemption of
Securities, a price equal to the greater of (i) 100% of the principal amount
of a Like Amount of Debentures to be prepaid or (ii) the sum, as determined
by a Quotation Agent (as defined in the Indenture), of the present values of
the remaining scheduled payments of principal and interest on the Debentures
to the maturity date thereof, discounted to the prepayment date on a semi-
annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate (as defined in the Indenture), plus, in each case,
accrued Distributions thereon, to the date of redemption.

          (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 Capital Securities, will receive a registered global
certificate or certificates representing the Debentures to be delivered upon
such distribution and 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 semi-annual Distribution periods terminating on or
before the date of redemption.

          (f)     The procedure with respect to redemptions of Securities or
distributions of Debentures 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 of Securities at the address of each
such Holder appearing in the books and records of the Trust.  No defect in
the Redemption/Distribution Notice or in the mailing of either thereof with
respect to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.

               (ii)     In the event that fewer than all the outstanding
Securities are to be redeemed, the Securities to be redeemed shall be
redeemed Pro Rata from each Holder of Capital Securities, it being understood
that, in respect of Capital 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.

               (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 Capital 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
Capital 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 Capital 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 of Securities 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 or any notice of selection of Securities for redemption
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 (except that if such next succeeding day which is a Business Day
falls in a subsequent calendar year, such payment shall be payable on the
Business Day next preceding such date) (and without any interest or other
payment in respect of any such delay), 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.

               (v)      Redemption/Distribution Notices shall be sent by the
Property Trustee on behalf of the Trust to (A) in respect of the Capital
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 Capital 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
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
Capital Securities by tender, in the open market or by private agreement.

5.     Voting Rights - Capital Securities

          (a)     Except as provided under Sections 5(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Capital
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 Capital 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 Capital Securities.  The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Capital Securities
except by subsequent vote of such Holders.  The Property Trustee shall notify
each Holder of Capital Securities of any notice of default with respect to
the Debentures.  In addition to obtaining the foregoing approvals of such
Holders of the Capital 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 Capital 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 rights of the Common Securities Holder will be subrogated
to the rights of such Holder of Capital Securities to the extent of any
payment made by the Debenture Issuer to such Holder of Capital Securities in
such Direct Action.  Except as provided in the second preceding sentence, the
Holders of Capital 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 Capital Securities may be given
at a separate meeting of Holders of Capital 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 Trustees will cause a notice of
any meeting at which Holders of Capital Securities are entitled to vote, or
of any matter upon which action by written consent of such Holders is to be
taken, to be mailed to each Holder of record of Capital Securities.  Each
such notice will include a statement setting forth (i) the date of such
meeting or the date by which such action is to be taken, (ii) a description
of any resolution proposed for adoption at such meeting on which such Holders
are entitled to vote or of such matter upon which written consent is sought
and (iii) instructions for the delivery of proxies or consents.

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

     Notwithstanding that Holders of Capital Securities are entitled to vote
or consent under any of the circumstances described above, any of the Capital
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 a Debenture 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 a Debenture 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 Capital Securities.  In no event will the holders of the Capital
Securities have the right to vote to appoint, remove or replace 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 of the Holders of the Common Securities
except by subsequent vote of such Holders.  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 Direct Action, the rights of the
Common Securities Holder will be subordinated to the rights of such Holder of
Capital 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, or
of any matter upon which action by written consent of such Holders is to be
taken, to be mailed to each Holder of record of Common Securities.  Each such
notice will include a statement setting forth (i) the date of such meeting or
the date by which such action is to be taken, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.

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

7.     Amendments to Declaration

     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,
the Property Trustee and the Administrative Trustees, without the consent of
the Holders of the Securities (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,
such action shall not adversely affect in any material respect the interests
of any Holder of Securities, and any amendments of the Declaration shall
become effective when notice thereof is given to the holders of the
Securities.  The Declaration may be amended by the 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 or redemption of 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
Capital Securities pro rata according to the aggregate liquidation amount of
Capital Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Capital Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Capital Securities, to
each Holder of Common Securities pro rata according to the aggregate
liquidation amount of Common Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Common Securities outstanding.

9.     Ranking

     The Capital 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 Capital 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 Capital Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Capital Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

11.     No Preemptive Rights

     The Holders of the Securities shall have no preemptive 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 Capital
Securities Guarantee or the Common Securities Guarantee (as may be
appropriate), the Indenture (including any supplemental indenture) to a
Holder without charge on written request to the Sponsor at its principal
place of business.
                                EXHIBIT A-1

                  FORM OF CAPITAL SECURITY CERTIFICATE

                      [FORM OF FACE OF SECURITY]

     [IF THIS GLOBAL SECURITY IS A GLOBAL CAPITAL SECURITY, INSERT:  THIS
CAPITAL SECURITY IS A GLOBAL CAPITAL 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 CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL 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 CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL
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 CAPITAL 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 CAPITAL 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.]

     [IF THIS SECURITY IS A RESTRICTED CAPITAL SECURITY, INSERT:  THE CAPITAL
SECURITIES REPRESENTED HEREBY HAVE 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 CAPITAL 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 HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL SECURITY, PRIOR TO THE DATE
(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS CAPITAL
SECURITY (OR ANY PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS CAPITAL SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR
(7) OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS CAPITAL SECURITY 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, OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
SUBJECT TO THE RIGHT OF THE TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM, AND (ii) PURSUANT TO CLAUSE (D), TO REQUIRE THAT A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS CAPITAL
SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEREE TO THE TRUST.  SUCH
HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
CAPITAL SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.

Certificate Number                               Number of Capital Securities
                                                        CUSIP NO.

                   Certificate Evidencing Capital Securities
                                     of
                      Puget Sound Energy Capital Trust I

                     8.231% Series __ Capital Securities
              (liquidation amount $1,000 per Capital Security)

     Puget Sound Energy Capital Trust I, 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 Capital Securities of the Trust] [the
aggregate liquidation amount of Capital Securities of the Trust specified in
Schedule A hereto.]  representing undivided beneficial interests in the
assets of the Trust designated the 8.231% Series __ Capital Securities
(liquidation amount $1,000 per Capital Security) (the "Capital Securities").
The Capital 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 Capital 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 June 6, 1997, as the same may be amended
from time to time (the "Declaration"), including the designation of the terms
of the Capital 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 Capital Securities Guarantee and the Indenture to a Holder without charge
upon written request to the Trust at its principal place of business.

     Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder and to the benefits of the Capital
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 Capital
Securities as evidence of indirect beneficial ownership in the Debentures.

     IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of __________, ____.
                             PUGET SOUND ENERGY CAPITAL TRUST I

                             By:________________________________
                             Name: ____________________________
                             Administrative Trustee

              PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:

                             THE FIRST NATIONAL BANK OF CHICAGO,
                             as Property Trustee

                             By:
                             Authorized Signatory

                     [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Capital Security will be fixed at a rate
per annum of 8.231% (the "Coupon Rate") of the liquidation amount of $1,000
per Capital 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 semi-annual period will bear interest thereon compounded semi-
annually at the Coupon Rate (to the extent permitted by applicable law).
Pursuant to the Registration Rights Agreement, in certain limited
circumstances the Debenture Issuer will be required to pay Liquidated Damages
(as defined in the Registration Rights Agreement) with respect to the
Debentures.  The term "Distributions", as used herein, includes such cash
distributions and any such interest and such Liquidated Damages payable
unless otherwise stated.  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 Capital Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid
or, if any Distributions have been paid, from June 6, 1997 and will be
payable semi-annually in arrears, on June 1 and December 1 of each year,
commencing on December 1, 1997, 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, the
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 semi-annual periods,
including the first such semi-annual period during such extension period
(each an "Extension Period"), provided that no Extension Period shall extend
beyond the Maturity Date of the Debentures.  As a consequence of such
deferral, Distributions will also be deferred.  Despite such deferral, semi-
annual Distributions will continue to accumulate with interest thereon (to
the extent permitted by applicable law) at the Coupon Rate compounded semi-
annually 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 semi-annual
periods, including the first semi-annual period during such Extension Period,
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.

     Subject to the prior obtaining of any regulatory approval then required
and to certain other conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time liquidate the Trust and cause the Debentures to be distributed to the
holders of the Securities in liquidation of the Trust or, simultaneous with
any redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.

     The Capital Securities shall be redeemable as provided in the
Declaration.
                              ASSIGNMENT

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




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




               (Insert address and zip code of assignee)

and irrevocably appoints



to transfer this Capital 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 Capital 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 that 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.

[Include the following if the Capital Security bears a Restricted Capital
Securities Legend]

In connection with any transfer of any of the Capital Securities evidenced by
this certificate, the undersigned confirms that such Capital Securities are
being:

CHECK ONE BOX BELOW

(1)    [  ]    exchanged 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; or

(3)    [  ]    transferred pursuant to and in compliance with Regulation S
under the Securities Act of 1933; or

(4)    [  ]    transferred to an institutional "accredited investor" within
the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation
D under the Securities Act of 1933 that is acquiring the Capital 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; or

(5)    [  ]    transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933; or

(6)    [  ]    transferred pursuant to an effective registration statement.

Unless one of the boxes is checked, the Exchange Agent will refuse to
register any of the Capital Securities evidenced by this certificate in the
name of any person other than the registered Holder thereof; provided,
however, that if box (3), (4) or (5) is checked, the Registrar may require,
prior to registering any such transfer of the Capital 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, such as the exemption provided by
Rule 144 under such Act; provided, further, that (i) if box 2 is checked, the
transferee must also certify that it is a qualified institutional buyer as
defined in Rule 144A or (ii) if box (4) is checked, the transferee must also
provide to the Registrar a Transferee Letter of Representation in the form
attached to the Offering Memorandum of the Trust dated June 5, 1997;
provided, further, that after the date that a Registration Statement has been
filed and so long as such Registration Statement continues to be effective,
the Registrar may only permit transfers for which box (5) has been checked.

                             Signature

                                SCHEDULE A

     The initial aggregate liquidation amount of Capital Securities evidenced
by the Certificate to which this Schedule is attached is $__________
(equivalent to ________ Capital Securities).  The notations on the following
table evidence decreases and increases in the number of Capital Securities
evidenced by such Certificate.

Decrease in         Increase in        Liquidation Amount
Liquidation         Liquidation        of Capital Securities
Amount of Capital   Amount of Capital  Remaining After Such   Notation by
Securities          Securities         Decrease or Increase   Registration
                               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 HOLDER OF THIS COMMON SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS COMMON SECURITY, PRIOR TO THE DATE
(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS CAPITAL
SECURITY (OR ANY PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS COMMON SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR
(7) OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS COMMON SECURITY 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, OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
SUBJECT TO THE RIGHT OF THE TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM, AND (ii) PURSUANT TO CLAUSE (D), TO REQUIRE THAT A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS COMMON
SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEREE TO THE TRUST.  SUCH
HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS COMMON
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

Certificate Number                           Number of Common Securites

                 Certificate Evidencing Common Securities
                                   of
                    Puget Sound Energy Capital Trust I

                        8.231% Common Securities
              (liquidation amount $1,000 per Common Security)

     Puget Sound Energy Capital Trust I, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Puget Sound Energy, Inc. (the "Holder") is the registered owner of 3,093
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust designated the 8.231% Common Securities (liquidation
amount $1,000 per Common Security) (the "Common Securities").  The Common
Securities are transferable on the books and records of the Trust, in person
or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer.  The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust dated as of June 6, 1997, 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 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.
     IN WITNESS WHEREOF, the Trust has executed this certificate this ___ day
of ____________, ____.

                             PUGET SOUND ENERGY CAPITAL TRUST I

                             By:________________________________
                             Name: __________________________
                             Administrative Trustee

                     [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Common Security will be fixed at a rate
per annum of 8.231% (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 semi-annual period will bear interest thereon compounded semi-
annually at the Coupon Rate (to the extent permitted by applicable law).
Pursuant to the Registration Rights Agreement, in certain limited
circumstances the Debenture Issuer will be required to pay Liquidated Damages
(as defined in the Registration Rights Agreement) with respect to the
Debentures.  The term "Distributions", as used herein, includes such cash
distributions and any such interest and such Liquidated Damages payable
unless otherwise stated.  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, if no
Distributions have been paid, from June 6, 1997 and will be payable semi-
annually in arrears, on June 1 and December 1 of each year, commencing on
December 1, 1997, 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, the 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 semi-annual periods, including the first
such semi-annual period during such extension period (each an "Extension
Period"), provided that no Extension Period shall 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 interest thereon (to the extent permitted by applicable law)
at the Coupon Rate compounded semi-annually 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 semi-annual periods, including the first semi-annual period
during such Extension Period, 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.

     Subject to the Sponsor obtaining any regulatory prior approval then
required and to certain other conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time liquidate the Trust and cause the Debentures to be distributed to the
holders to the Securities in liquidation of the Trust or, simultaneous with
any redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.

     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)

Signature Guarantee:
[Include the following if the Common Security bears a Restricted Common
Securities Legend]

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)    [  ]    exchanged 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; or

(3)    [  ]    transferred pursuant to and in compliance with Regulation S
under the Securities Act of 1933; or

(4)    [  ]    to an institutional "accredited investor" within the meaning
of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the
Securities Act that is acquiring the Preferred Security 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; or

(5)    [  ]    transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933; or

(6)    [  ]    transferred pursuant to an effective Registration Statement.

Unless one of the boxes is checked, the Exchange Agent 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) or (5) is checked, the Exchange Agent may
require, prior to registering any such transfer of the Preferred 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, such as the exemption  provided
by Rule 144 under such Act; provided, further, that (i) if box 2 is checked,
the transferee must also certify that it is a qualified institutional buyer
as defined in Rule 144A or (ii) if box 4 is checked, the transferee must also
provide a Transferee Representation Letter in the form attached to the
Offering Memorandum of the Trust, dated __________ __, 1997, after the date
that a Registration Statement has been filed and so long as such Registration
Statement continues to be effective, the Exchange Agent may only permit
transfers for which box (5) has been checked.




                             Signature