Exhibit 4(c)(ii)


                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                               CITICORP CAPITAL II

                                           __________, 1996


                  AMENDED  AND  RESTATED  DECLARATION  OF TRUST  ("Declaration")
dated and effective as of __________, 1996, 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  Citicorp
Capital II (the "Trust"), a trust under the Delaware Business Trust Act pursuant
to a  Declaration  of  Trust  dated  as  of  October  25,  1996  (the  "Original
Declaration"),  and a Certificate  of Trust filed with the Secretary of State of
the State of Delaware on October 25,  1996,  for the sole purpose of issuing and
selling certain securities  representing  undivided  beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain  Debentures of
the Debenture Issuer;

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

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

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


<PAGE>

                                  ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1       Definitions.

                  Unless the context otherwise requires:

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

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

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

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

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

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

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

                  "Agent" means any Paying Agent.

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

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

                  "Business Day" means any day other than a day on which federal
or state banking institutions in the Borough of Manhattan, The City of New York,
are authorized or obligated by law, executive order or regulation to close.

                                       2
<PAGE>

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

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

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

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

                  "Closing Date" means the "Closing Date" under the Underwriting
Agreement.

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

                  "Commission" means the Securities and Exchange Commission.

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

                  "Common Securities Guarantee" means the guarantee agreement to
be  dated  as of  __________,  1996 of the  Sponsor  in  respect  of the  Common
Securities.

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

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

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

                                       3
<PAGE>

                  "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 Citicorp, a Delaware 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 Wilmington Trust Company, a national
banking  association  duly  organized and existing  under the laws of the United
States,   as  trustee  under  the  Indenture  until  a  successor  is  appointed
thereunder, and thereafter means such successor trustee.

                  "Debentures"  means the series of  Debentures  to be issued by
the  Debenture  Issuer  under  the  Indenture  to be held  by the  Institutional
Trustee, a specimen certificate for such series of Debentures being Exhibit B.

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

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

                  "Distribution"  means a  distribution  payable  to  Holders of
Securities 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.

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

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

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

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

                                       4
<PAGE>

                  "Indenture" means the Indenture dated as of __________,  1996,
among  the  Debenture  Issuer  and the  Debenture  Trustee,  and  any  indenture
supplemental thereto pursuant to which the Debentures are to be issued.

                  "Institutional Trustee" has the meaning set forth in Section
5.3.

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

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

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

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

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

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

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

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

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

                                       5
<PAGE>


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

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

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

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

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

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

                  "Preferred Securities Guarantee" means the guarantee agreement
to be dated as of  __________,  1996, of the Sponsor in respect of the Preferred
Securities.

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

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

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

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

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

                                       6
<PAGE>

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

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

                  "Responsible Officer" means, with respect to the Institutional
Trustee,  any officer  within the  Corporate  Trust Office of the  Institutional
Trustee,  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 Institutional  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.

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

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

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

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

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

                  "Sponsor"  means  Citicorp,  a  Delaware  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).

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

                  "10% in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require,  Holders of outstanding  Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are

                                       7
<PAGE>

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.

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


                                  ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1      Trust Indenture Act; Application.

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

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

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

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

                                       8
<PAGE>

SECTION 2.2      Lists of Holders of Securities .

                 (a) Each of the Sponsor  and the Regular  Trustees on behalf of
the Trust shall provide the Institutional  Trustee (i) within 14 days after each
record  date  for  payment  of  Distributions,  a  list,  in  such  form  as the
Institutional  Trustee may reasonably require, of the names and addresses of the
Holders of the Securities  ("List of Holders") as of such record date,  provided
that  neither the Sponsor nor the Regular  Trustees on behalf of the Trust shall
be  obligated  to  provide  such List of Holders at any time the List of Holders
does not differ from the most recent List of Holders given to the  Institutional
Trustee by the Sponsor and the Regular Trustees on behalf of the Trust, and (ii)
at any other time,  within 30 days of receipt by the Trust 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 Institutional  Trustee. The Institutional  Trustee shall
preserve,  in as current a form as is reasonably  practicable,  all  information
contained  in Lists of Holders  given to it or which it receives in the capacity
as Paying Agent (if acting in such  capacity)  provided  that the  Institutional
Trustee may destroy any List of Holders  previously  given to it on receipt of a
new List of Holders.

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

SECTION 2.3      Reports by the Institutional Trustee.

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

SECTION 2.4      Periodic Reports to Institutional Trustee.

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

SECTION 2.5 Evidence of Compliance with Conditions Precedent.

                  Each of the Sponsor and the Regular  Trustees on behalf of the
Trust shall  provide to the  Institutional  Trustee such  evidence of compliance
with any conditions precedent, if any,

                                       9
<PAGE>

provided for in this  Declaration that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act.  Any certificate or opinion required to be given by an officer  pursuant to
Section 314(c)(1) of the Trust  Indenture  Act may be given in the form of an
Officers' Certificate.

SECTION 2.6      Events of Default; Waiver.

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

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

                  (ii)  requires  the consent or vote of greater than a majority
         in  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 liquidation amount of the Preferred  Securities
         that the relevant Super Majority  represents of the aggregate principal
         amount of the Debentures outstanding.

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

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

                                       10
<PAGE>

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

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

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default  with  respect to the Common
Securities and its consequences  until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated,  and until
such Events of Default have been so cured, waived or otherwise  eliminated,  the
Institutional  Trustee  will be  deemed  to be  acting  solely  on behalf of the
Holders  of the  Preferred  Securities  and only the  Holders  of the  Preferred
Securities will have the right to direct the Institutional Trustee in accordance
with the terms of the  Securities.  The  foregoing  provisions  of this  Section
2.6(b) shall be in lieu of Section 316(a)(1)(A)  and  316(a)(1)(B)  of the Trust
Indenture  Act and  such  Section 316(a)(1)(A)  and  316(a)(1)(B)  of the  Trust
Indenture  Act are  hereby  expressly  excluded  from this  Declaration  and the
Securities,  as permitted by the Trust  Indenture Act.  Subject to the foregoing
provisions  of this Section  2.6(b),  upon such waiver,  any such default  shall
cease to exist and any Event of Default  with  respect to the Common  Securities
arising  therefrom  shall be deemed to have been cured for every purpose of this
Declaration,  but no such waiver shall extend to any subsequent or other default
or Event of Default  with respect to the Common  Securities  or impair any right
consequent thereon.

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

                                       11
<PAGE>

SECTION 2.7      Event of Default; Notice.

                  (a) The Institutional  Trustee shall, within 90 days after the
occurrence  of an Event  of  Default,  transmit  by mail,  first  class  postage
prepaid, to the Holders of the Securities,  notices of all defaults with respect
to the Securities  actually known to a Responsible  Officer of the Institutional
Trustee,  unless such  defaults have been cured before the giving of 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 or in the
payment of any sinking fund  installment  established  for the  Debentures,  the
Institutional  Trustee shall be protected in  withholding  such notice if and so
long as a  Responsible  Officer  of the  Institutional  Trustee  in  good  faith
determines  that the  withholding  of such  notice  is in the  interests  of the
Holders of the Securities.

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

                  (i) a default under Sections 5.01(a) and 5.01(b) of the
         Indenture; or

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


                                  ARTICLE III
                                  ORGANIZATION

SECTION 3.1       Name.

                  The Trust is named  "Citicorp  Capital  I" as such name may be
modified from time to time by the Regular 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 Regular Trustees.

SECTION 3.2       Office.

                  The  address  of the  principal  office  of the  Trust  is c/o
Citicorp,  399 Park  Avenue,  New York,  New York 10043.  On ten  Business  Days
written notice to the Holders of Securities,  the Regular Trustees may designate
another principal office.

                                       12
<PAGE>

SECTION 3.3      Purpose.

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

SECTION 3.4      Authority.

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

SECTION 3.5      Title to Property of the Trust.

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

SECTION 3.6      Powers and Duties of the Regular Trustees.

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

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

                                       13
<PAGE>

         simultaneous   issuance  of  both   Preferred   Securities  and  Common
         Securities on each Closing Date;

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

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

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

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

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

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

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

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

                  (e) to  establish a record date with respect to all actions to
         be taken hereunder that require a record date be established, including
         and with respect to, for the purposes

                                       14
<PAGE>

         of  Section 316(c)  of the  Trust
         Indenture Act, Distributions, voting rights, redemptions and exchanges,
         and to issue  relevant  notices to the Holders of Preferred  Securities
         and Holders of Common  Securities  as to such  actions  and  applicable
         record dates;

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

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

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

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

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

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

                  (l) to act as, or appoint another Person to act as,  registrar
         and transfer  agent for the Securities or to appoint a Paying Agent for
         the Securities as provided in Section 7.2;

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

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

                  (o) to take all action that may be necessary  or  appropriate
         for  the  preservation  and  the  continuation  of  the  Trust's  valid
         exis-

                                       15
<PAGE>

         tence, rights,  franchises and privileges as a statutory business trust
         under the laws of the State of Delaware and of each other  jurisdiction
         in which such  existence is necessary to protect the limited  liability
         of the Holders of the  Preferred  Securities  or to enable the Trust to
         effect the purposes for which the Trust was created;

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

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

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

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

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

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

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

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

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

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

                                       16
<PAGE>

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

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

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

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

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

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

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

                  (vii)  other than as provided in this  Declaration or Annex I,
(A) direct the time, method and place of exercising any trust or power conferred
upon the Debenture  Trustee with respect to the  Debentures,  (B) waive any past
default that is waivable under the Indenture,  (C) exercise any right to rescind
or annul any declaration  that the principal of all the Debentures  shall be due
and payable, or (D) consent to any amendment, modification or termination of the
Indenture  or the  Debentures  where such consent  shall be required  unless the
Trust shall have  received  an opinion of a  nationally  recognized  independent
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.

SECTION 3.8      Powers and Duties of the Institutional Trustee.

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

                                       17
<PAGE>

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

                  (c)       The Institutional Trustee shall:

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

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

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

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

                  (e)  The  Institutional  Trustee  shall take any Legal Action
which  arises  out of or in  connection  with an  Event  of  Default  of which a
Responsible   Officer  of  the  Institutional   Trustee  has  knowledge  or  the
Institutional  Trustee's  duties and obligations  under this  Declaration or the
Trust Indenture Act and if such Institutional  Trustee shall have failed to take
such

                                       18
<PAGE>

Legal Action,  the Holders of the Preferred  Securities may take such Legal
Action,  to the same extent as if such  Holders of Preferred  Securities  held a
principal amount of Debentures equal to the liquidation amount of such Preferred
Securities,  without first proceeding  against the Institutional  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  interest or  principal on the  Debentures  on the date such  interest or
principal is otherwise payable (or in the case of redemption,  on the redemption
date), then a Holder of Preferred Securities may directly institute a proceeding
for  enforcement  of payment to such Holder of the principal of or interest then
due  on the  Debentures  having  a  principal  amount  equal  to  the  aggregate
liquidation  amount  of the  Preferred  Securities  of such  Holder  (a  "Direct
Action") on or after the  respective due date  specified in the  Debentures.  In
connection  with such  Direct  Action,  the rights of the  Holders of the Common
Securities  will be  subrogated  to the  rights  of  such  Holder  of  Preferred
Securities  to the extent of any  payment  made by the Issuer to such  Holder of
Preferred Securities in such Direct Action.  Except as provided in the preceding
sentences,  the  Holders of  Preferred  Securities  will not be able to exercise
directly any other remedy available to the holders of the Debentures.

                  (f)       The Institutional Trustee shall not resign as a 
     Trustee unless either:

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

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

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

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

                  (i)  The  Institutional  Trustee  may  authorize  one or more
Persons (each, a "Paying Agent") to pay  Distributions,  redemption  payments or
liquidation  payments on behalf of the

                                       19
<PAGE>


Trust with respect to all  securities and any such Paying Agent shall comply
with Section 317(b) of the Trust Indenture Act.  Any Paying Agent may be removed
by the Institutional Trustee at any time and a successor Paying Agent or
additional Paying Agents may be appointed at any time by the Institutional
Trustee.

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

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

SECTION 3.9   Certain Duties and Responsibilities of the Institutional Trustee.

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

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

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

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


                                       20
<PAGE>
                                       

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

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

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

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

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

                    (vi)    the Institutional Trustee shall have no duty or 
         liability for or with respect to the value, genuineness,


                                       21
<PAGE>
                                       

         existence or sufficiency of the Debentures or the  payment of any taxes
         or assessments levied thereon or in connection therewith;

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

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

SECTION 3.10     Certain Rights of Institutional Trustee .

                  (a)       Subject to the provisions of Section 3.9:

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

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

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

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


                                       22
<PAGE>
                                       

                  (v)  the  Institutional  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 Institutional
         Trustee  shall  have  the  right  at  any  time  to  seek  instructions
         concerning the  administration  of this  Declaration  from any court of
         competent jurisdiction;

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

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

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

                   (ix) any  action  taken by the  Institutional  Trustee or its
         agents   hereunder  shall  bind  the  Trust  and  the  Holders  of  the
         Securities,  and the  signature  of the  Institutional  Trustee  or its
         agents  alone shall be  sufficient  and  effec-



                                       23
<PAGE>
                                       
                                       
         tive  to perform any such action and no third party shall be  required
         to  inquire  as to the authority  of  the  Institutional Trustee  to so
         act  or  as  to  its compliance  with any of the terms and  provisions
         of this  Declaration, both of which  shall be  conclusively  evidenced
         by the  Institutional Trustee's or its agent's taking such action;

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

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

                    (xii) the Institutional Trustee  shall not be liable for any
         action taken,  suffered, or omitted to be taken by it in good faith 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 Institutional Trustee to perform any act or
acts or exercise any right,  power,  duty or obligation  conferred or imposed on
it,  in any  jurisdiction  in  which  it  shall  be  illegal,  or in  which  the
Institutional  Trustee shall be unqualified  or  incompetent in accordance  with
applicable  law, to perform any such act or acts, or to exercise any such right,
power,  duty or obligation.  No permissive  power or authority  available to the
Institutional Trustee shall be construed to be a duty.

SECTION 3.11      Delaware Trustee .

                  Notwithstanding  any other provision of this Declaration other
than Section 5.2,  the  Delaware  Trustee  shall not be entitled to exercise any
powers,   nor  shall  the   Delaware   Trustee   have  any  of  the  duties  and
responsibilities of the Regular Trustees or the Institutional  Trustee described
in this  Declaration.  Except as set forth in Section 5.2, the Delaware  Trustee
shall  be a


                                       24
<PAGE>
                                       

Trustee  for  the  sole  and  limited  purpose  of  fulfilling  the requirements
of Section _3807 of the Business Trust Act.

SECTION 3.12      Execution of Documents .

                  Unless  otherwise  determined  by the  Regular  Trustees,  and
except as  otherwise  required by the  Business  Trust Act, a majority of or, if
there are only two, any Regular  Trustee or, if there is only one,  such Regular
Trustee is authorized  to execute on behalf of the Trust any documents  that the
Regular  Trustees  have the power and  authority to execute  pursuant to Section
3.6; provided that, the registration statement referred to in Section 3.6(b)(i),
including  any  amendments  thereto,  shall  be  signed  by all  of the  Regular
Trustees.

SECTION 3.13    Not Responsible for Recitals or Issuance of Securities .

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


SECTION 3.14     Duration of Trust .

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

SECTION 3.15      Mergers .

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

                   (b) The Trust may,  with the consent of the Regular  Trustees
or, if there are more than two, a majority of the Regular  Trustees  and without
the  consent  of the  Holders of the  Securities,  the  Delaware  Trustee or the
Institutional  Trustee,  consolidate,  amalgamate,  merge  with or  into,  or be
replaced  by a trust  organized  as such under the laws of any  State;  provided
that:

                    (i)  such successor entity (the "Successor Entity") either:


                                       25
<PAGE>
                                      

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

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

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

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

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

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

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

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



                                       26
<PAGE>
                                       
                                       

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

                 (viii) the Sponsor guarantees the obligations of such Successor
         Entity under the Successor Securities at least to the extent provided 
         by the Preferred Securities 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 any
other entity or permit any other entity to consolidate,  amalgamate,  merge with
or  into,  or  replace  it  if  such  consolidation,   amalgamation,  merger  or
replacement  would cause the Trust or the  Successor  Entity to be classified as
other than a grantor trust for United States federal income tax purposes.


                                  ARTICLE IV
                                     SPONSOR

SECTION 4.1       Sponsor's Purchase of Common Securities.

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

SECTION 4.2      Responsibilities of the Sponsor .

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

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

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



                                       27
<PAGE>
                                        

                  (c)       to prepare for filing by the Trust an application 
         to the New York Stock Exchange or any other national stock exchange or
         the Nasdaq National Market for listing upon notice of issuance of any 
         Preferred Securities;

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

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


                                   ARTICLE V
                                   TRUSTEES

SECTION 5.1      Number of Trustees.

                  The number of Trustees initially shall be three (3), 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  (the  "Delaware
         Trustee");  (2) there  shall be at least one Trustee who is an employee
         or officer of, or is affiliated with the Sponsor (a "Regular Trustee");
         and (3) one Trustee shall be the  Institutional  Trustee for so long as
         this Declaration is required to qualify as an indenture under the Trust
         Indenture  Act, and such Trustee may also serve as Delaware  Trustee if
         it meets the applicable requirements.

SECTION  5.2      Delaware Trustee.

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


                                       28
<PAGE>
                                      


                  (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 Institutional  Trustee has
its principal place of business in the State of Delaware and otherwise meets the
requirements of applicable law, then the  Institutional  Trustee shall also be 
the Delaware Trustee and Section 3.11 shall have no application.

SECTION 5.3      Institutional Trustee; Eligibility.

                   (a)      There shall at all times be one Trustee which shall
act as Institutional Trustee which shall:

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

                   (ii) be a corporation  organized and doing business under the
         laws of the United States of America or any State or Territory  thereof
         or of the District of Columbia, or a 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  Institutional  Trustee shall cease to
be eligible to so act under  Section  5.3(a),  the  Institutional  Trustee shall
immediately  resign in the  manner  and with the  effect  set  forth in  Section
5.7(c).

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

                                       29
<PAGE>

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

                  (e)        The initial Institutional Trustee shall be:

                             Wilmington Trust Company

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

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

SECTION 5.5        Regular Trustees .

                  The initial Regular Trustees shall be:

                                      [__________]
                                      [__________]

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

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

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

SECTION 5.6      Delaware Trustee.

                  The initial Delaware Trustee shall be:
                  Wilmington Trust Company



                                       30
<PAGE>
                                       
                                       

SECTION 5.7      Appointment, Removal and Resignation of Trustees .

                  (a)       Subject to Section 5.7(b), Trustees may be 
appointed or removed without cause at any time except during an event of 
default:

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

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

                  (b)(i) The Trustee that acts as  Institutional  Trustee  shall
not be removed in accordance with Section 5.7(a) until a Successor Institutional
Trustee  has  been  appointed  and has  accepted  such  appointment  by  written
instrument executed by such Successor Institutional Trustee and delivered to the
Regular Trustees and the Sponsor; and

                  (ii) the  Trustee  that acts as Delaware  Trustee shall not be
         removed  in  accordance  with 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
         Regular Trustees and the Sponsor.

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

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

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

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


                                       31
<PAGE>
                                      

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

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

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

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

SECTION 5.8       Vacancies among Trustees.

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

SECTION 5.9         Effect of Vacancies.

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


                                       32
<PAGE>
                                      
all the duties  imposed upon the Regular Trustees by this Declaration.

SECTION 5.10       Meetings.

                  If there is more than one  Regular  Trustee,  meetings  of the
Regular  Trustees  shall be held from time to time upon the call of any  Regular
Trustee.  Regular  meetings  of the Regular  Trustees  may be held at a time and
place fixed by  resolution  of the  Regular  Trustees.  Notice of any  in-person
meetings of the Regular Trustees shall be hand delivered or otherwise  delivered
in writing  (including by facsimile,  with a hard copy by overnight courier) not
less than 48 hours before such meeting. Notice of any telephonic meetings of the
Regular  Trustees or any committee  thereof shall be hand delivered or otherwise
delivered  in writing  (including  by  facsimile,  with a hard copy by overnight
courier) not less than 24 hours before a meeting.  Notices shall contain a brief
statement  of the time,  place and  anticipated  purposes  of the  meeting.  The
presence  (whether in person or by telephone) of a Regular  Trustee at a meeting
shall  constitute  a waiver  of notice of such  meeting  except  where a Regular
Trustee  attends  a  meeting  for  the  express  purpose  of  objecting  to  the
transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Declaration, any action of
the  Regular  Trustees  may be taken at a meeting by vote of a  majority  of the
Regular  Trustees  present  (whether in person or by telephone)  and eligible to
vote with respect to such matter,  provided that a Quorum is present, or without
a meeting by the unanimous written consent of the Regular Trustees. In the event
there is only one Regular  Trustee,  any and all action of such Regular  Trustee
shall be evidenced by a written consent of such Regular Trustee.

SECTION 5.11       Delegation of Power.

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

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


                                       33
<PAGE>
                                       

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

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


                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1       Distributions.

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


                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1       General Provisions Regarding Securities.

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


                                       34
<PAGE>
                                       

Trust  other  than the Preferred Securities and the Common Securities.

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

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

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

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

SECTION 7.2       Paying Agent.

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


                                       35
<PAGE>
                                       

Agent not a party to this Declaration. If the Trust fails to appoint or maintain
another entity as Paying Agent,  the  Institutional Trustee shall act as such.
The Trust or any of its Affiliates may act as Paying Agent.  The  Trust  shall
initially  act as  Paying  Agent  for  the  Preferred Securities and the Common
Securities.


                                   ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1       Termination of Trust .

                  (a)    The Trust shall terminate:

                  (i)    upon the bankruptcy of the Sponsor;

                  (ii)   upon the filing of a certificate of dissolution or its
         equivalent with respect to the Sponsor;  the filing of a certificate of
         cancellation  with  respect  to the Trust  after  having  obtained  the
         consent of a majority in liquidation amount of the Securities  affected
         thereby voting  together as a single class to file such  certificate of
         cancellation  or  the  revocation  of the  Sponsor's  charter  and  the
         expiration  of  90  days  after  the  date  of  revocation   without  a
         reinstatement thereof;

                  (iii)  upon the  liquidation  of the  Trust,  following  the
         occurrence  of a Special  Event,  in  accordance  with the terms of the
         Securities  and  the  distribution  of all of the  Debentures  endorsed
         thereon  to the  Holders  of  Securities  in  exchange  for  all of the
         Securities;

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

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

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

                  (b) As soon as is  practicable  after the  occurrence  of an
event  referred to in Section  8.1(a),  the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

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


                                       36
<PAGE>
                                       

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1       Transfer of Securities .

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

                  (b) Subject to this Article IX, Preferred  Securities shall be
freely transferable.
                  (c) The Sponsor may not transfer the Common Securities.

SECTION 9.2       Transfer of Certificates .

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

SECTION 9.3       Deemed Security Holders.

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


                                       37
<PAGE>
                                       

SECTION 9.4       Book Entry Interests.

                  Unless  otherwise  specified  in the  terms  of the  Preferred
Securities, the Preferred Securities Certificates, on original issuance, will be
issued in the form of one or more, fully registered,  global Preferred  Security
Certificates (each a "Global Certificate"),  to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Global  Certificates shall
initially  be  registered  on the books and  records of the Trust in the name of
Cede & Co., the nominee of DTC, and no Preferred Security  Beneficial Owner will
receive a definitive Preferred Security Certificate  representing such Preferred
Security  Beneficial  Owner's interests in such Global  Certificates,  except as
provided in Section 9.7. Unless and until definitive, fully registered Preferred
Security  Certificates (the "Definitive  Preferred Security  Certificates") have
been issued to the Preferred Security Beneficial Owners pursuant to Section 9.7:

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

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

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

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

SECTION 9.5       Notices to Clearing Agency .

                  Whenever  a notice  or other  communication  to the  Preferred
Security Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred Security
Beneficial  Owners pursuant to Section 9.7, the Regular  Trustees shall give all
such notices and  communications  specified  herein to be given to the


                                       38
<PAGE>
                                       

Preferred Security Holders to the Clearing Agency, and shall have no notice
obligations to the Preferred Security Beneficial Owners.

SECTION 9.6       Appointment of Successor Clearing Agency .

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

SECTION 9.7       Definitive Preferred Security Certificates .

                  If:

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

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

then:

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

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


                                       39
<PAGE>
                                       

         exchange on which Preferred  Securities may be listed,  or
         to conform to usage.


SECTION 9.8       Mutilated, Destroyed, Lost or Stolen Certificates.

                  If:

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

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

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


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

SECTION (10.1)       Liability.

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

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

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


                                       40
<PAGE>
                                       

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

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

SECTION 10.2       Exculpation.

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

SECTION 10.3       Fiduciary Duty.

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


                                       41
<PAGE>
                                       

                  (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.

SECTION 10.4       Indemnification.

                  (a) (i) The Debenture  Issuer shall  indemnify,  to the
         full extent permitted by law, any Company Indemnified Person who was or
         is a party  or is  threatened  to be made a  party  to any  threatened,
         pending  or  completed  action,  suit  or  proceeding,  whether  civil,
         criminal,  administrative or investigative  (other than an action by or
         in the  right of the  Trust)  by reason of the fact that he is or was a
         Company Indemnified Person against expenses (including  attorneys' fees
         and expenses), judgments, fines and amounts paid in settlement actually
         and reasonably  incurred by him in con-


                                       42
<PAGE>
                                       

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

                  (iv) Any  indemnification  under  paragraphs  (i) and (ii) of
         this Section  10.4(a)  (unless ordered by a court) shall be made by the
         Debenture  Issuer  only  as  authorized  in the  specific  case  upon a
         determination that indemnification



                                       43
<PAGE>
                                      
                                       

         of the Company Indemnified Person is proper in the circumstances
         because he has met the applicable standard of conduct set forth in
         paragraphs  (i) and (ii).  Such  determination shall be made  (1) by
         the  Regular  Trustees  by a  majority  vote of a quorum consisting of
         such Regular Trustees who were not parties to such action, suit or
         proceeding, (2) if such a quorum is not obtainable, or, even if
         obtainable,  if a quorum of  disinterested Regular Trustees so directs,
         by independent legal counsel in a written opinion,  or (3) by the
         Common Security Holder of the Trust.

                  (v)  Expenses  (including  attorneys'  fees 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 Regular Trustees by a majority vote of a quorum of disinterested
         Regular Trustees, (ii) if such a quorum is not obtainable,  or, even if
         obtainable,  if a quorum of disinterested  Regular Trustees so directs,
         by independent  legal counsel in a written  opinion or (iii) the Common
         Security Holder of the Trust,  that,  based upon the facts known to the
         Regular  Trustees,  counsel or the Common  Security  Holder at the time
         such  determination is made, such Company  Indemnified  Person acted in
         bad faith or in a manner  that such  person did not believe to be in or
         not opposed to the best interests of the Trust, or, with respect to any
         criminal  proceeding,  that such Company Indemnified Person believed or
         had reasonable  cause to believe his conduct was unlawful.  In no event
         shall any  advance be made in  instances  where the  Regular  Trustees,
         independent   legal  counsel  or  Common  Security  Holder   reasonably
         determine that such person deliberately  breached his duty to the Trust
         or its Common or Preferred Security Holders.

                  (vi) The indemnification  and advancement of expenses provided
         by, or  granted  pursuant  to,  the other  paragraphs  of this  Section
         10.4(a)  shall not be  deemed  exclusive  of any other  rights to which
         those  seeking  indemnification  and  advancement  of  expenses  may be
         entitled under any agreement,  vote of  stockholders  or  disinterested
         directors of the Debenture Issuer or Preferred  Security Holders of the
         Trust or otherwise,  both as to action in his official  capacity and as
         to action in another capacity while holding such office.  All rights to
         indemnification  under  this  Section  10.4(a)


                                       44
<PAGE>
                                       

         shall be  deemed  to be provided by a contract  between the  Debenture
         Issuer and each Company Indemnified  Person who serves in such capacity
         at any time while this Section  10.4(a)  is in  effect.  Any repeal or
         modification  of this Section  10.4(a)  shall  not  affect  any  rights
         or  obligations  then existing.

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

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

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

                  (b)  The   Debenture   Issuer  agrees  to  indemnify  the  (i)
Institutional  Trustee,  (ii) the Delaware  Trustee,  (iii) any Affiliate of the
Institutional   Trustee  and  the  Delaware  Trustee,  and  (iv)  any  officers,
directors,   shareholders,   members,  partners,   employees,   representatives,
custodians,  nominees or agents of the  Institutional  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  or 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 


                                       45
<PAGE>
                                       

performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive  the  satisfaction
and  discharge  of  this Declaration.

SECTION 10.5       Outside Businesses.

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


                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1       Fiscal Year.

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

SECTION 11.2       Certain Accounting Matters.

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


                                       46
<PAGE>
                                       
Trust by a firm of independent  certified  public accountants selected by the 
Regular Trustees.

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

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

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

SECTION 11.3       Banking .

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

SECTION 11.4       Withholding .

                  The Trust  and the  Regular  Trustees  shall  comply  with all
withholding  requirements under United States federal,  state and local law. The
Trust shall request,  and the Holders shall provide to the Trust,  such forms or
certificates  as are necessary to establish an exemption from  withholding  with
respect to each Holder, and any representations and forms as shall reasonably be
requested  by the  Trust to assist  it in  determining  the  extent  of,  and in
fulfilling,  its  withholding  obligations.  The  Regular  Trustees  shall  file
required  forms with  applicable  jurisdictions  


                                       47
<PAGE>
                                       

and,  unless an exemption  from withholding is properly established by a Holder,
shall remit amounts  withheld with respect to the Holder to applicable
jurisdictions.  To the extent that the Trust is  required to withhold  and pay
over any amounts to any  authority  with respect to distributions or allocations
to any Holder, the amount withheld shall be deemed to be a distribution  in the
amount of the  withholding to the Holder. In the event of any claimed  over
withholding,  Holders  shall be limited to an action  against  the  applicable
jurisdiction.  If the  amount  required  to be withheld was not withheld from
actual  Distributions  made, the Trust may reduce subsequent Distributions by
the amount of such withholding.


                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1       Amendments .

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

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

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

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

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

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

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

                             (A) an Officers' Certificate from each of the Trust
                  and the  Sponsor  that such  amendment  is  permitted


                                       48
<PAGE>
                                      

                  by, and conforms  to, the terms of this Declaration (including
                  the terms of the Securities); and

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

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

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

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

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

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

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

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

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

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

                  (i)        cure any ambiguity;

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


                                       49
<PAGE>
                                       

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

                 (iv) to conform to any change in Rule 3a-5 or written change in
         interpretation  or  application of Rule 3a-5 by any  legislative  body,
         court,  government agency or regulatory  authority which amendment does
         not  have a  material  adverse  effect  on the  right,  preferences  or
         privileges of the Holders; and

                  (v) to  modify,  eliminate  and  add to any  provision  of the
         Amended Declaration to such extent as may be necessary.

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

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

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

                  (i)  notice of any such meeting shall be given to all the
         Holders of  Securities  having a right to vote  thereat at least  seven
         days  and not  more  than  60 days  before  the  date of such  meeting.
         Whenever a vote,  consent or approval of the Holders of  Securities  is
         permitted or required under this  Declaration or the rules of any stock
         exchange on which the Preferred  Securities  are listed or admitted for
         trading,  such vote,  consent or approval  may be given at a meeting of
         the Holders of Securities. Any action that may be taken at a meeting of
         the Holders of  Securities  may be taken without a meeting if a consent
         in writing  setting  forth the action


                                       50
<PAGE>
                                       

         so taken is signed by the Holders of Securities owning not less than
         the minimum amount of Securities in liquidation  amount that would be
         necessary  to authorize or take such action at a meeting at which all
         Holders of  Securities  having a right to vote thereon were present and
         voting. Prompt notice of the taking of action  without a meeting  shall
         be given to the Holders of  Securities entitled  to vote  who have  not
         consented  in  writing.  The  Regular Trustees may specify that any
         written ballot  submitted to the Security Holder for the purpose of
         taking any action  without a meeting shall be returned  to the  Trust
         within  the  time  specified  by  the  RegularTrustees;

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

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

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


                                       51
<PAGE>
                                       


                                   ARTICLE XIII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1 Representations and Warranties of Institutional Trustee .

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

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

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

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

SECTION 13.2 Representations and Warranties of Delaware Trustee .

                  The Trustee that acts as initial Delaware  Trustee  represents
and  warrants to the Trust and to the  Sponsor at the date of this  Declaration,
and each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor  at the  time


                                       52
<PAGE>
                                       

of the  Successor  Delaware  Trustee's acceptance of its appointment as Delaware
Trustee that:

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

                  (b) The Delaware  Trustee has been  authorized  to perform its
         obligations  under the  Certificate of Trust and the  Declaration.  The
         Declaration  under Delaware law constitutes a legal,  valid and binding
         obligation  of  the  Delaware  Trustee,   enforceable   against  it  in
         accordance   with  its  terms,   subject  to   applicable   bankruptcy,
         reorganization,   moratorium,   insolvency,   and  other  similar  laws
         affecting  creditors'  rights  generally  and to general  principles of
         equity and the  discretion  of the court  (regardless  of  whether  the
         enforcement of such remedies is considered in a proceeding in equity or
         at law).

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

                  (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
                                  MISCELLANEOUS

SECTION 14.1       Notices.

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

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


                                       53
<PAGE>
                                       

                             Citicorp Capital II
                             c/o Citicorp
                             399 Park Avenue
                             New York, New York  10043
                             Attention:
                             Telecopy:  (212)

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

                             Wilmington Trust Company


                             Attention: Corporate Trust Department

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

                             Wilmington Trust Company


                             Attention:  Corporate Trust Trustee
                                          Administration

                  (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):
                    
                             Citicorp
                             399 Park Avenue
                             New York, New York  10004
                             Attention:

                  (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.


                                       54
<PAGE>
                                       


SECTION 14.2       Governing Law.

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

SECTION 14.3       Intention of the Parties.

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

SECTION 14.4       Headings.

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

SECTION 14.5       Successors and Assigns

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

SECTION 14.6       Partial Enforceability.

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

SECTION 14.7       Counterparts.

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


                                       55
<PAGE>
                                       



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


                                             ________________________________
                                             [__________], as Regular Trustee


                                             ________________________________
                                             [__________], as Regular Trustee


                                             WILMINGTON TRUST COMPANY,
                                             as Delaware Trustee


                                             By:______________________________
                                                Name:
                                                Title:


                                             WILMINGTON TRUST COMPANY,
                                               as Institutional Trustee


                                             By:______________________________
                                                Name:
                                                Title:


                                             CITICORP,
                                             as Sponsor


                                             By:______________________________
                                                Name:
                                                Title:



                                       56
<PAGE>
                                      


                                     ANNEX I


                                    TERMS OF
                          [_____]% PREFERRED SECURITIES
                           [_____]% COMMON SECURITIES


                  Pursuant  to  Section   7.1  of  the   Amended  and   Restated
Declaration  of Trust,  dated as of  __________,  1996 (as amended  from time to
time, the "Declaration"),  the designation,  rights,  privileges,  restrictions,
preferences  and other terms and provisions of the Preferred  Securities and the
Common  Securities are set out below (each capitalized term used but not defined
herein has the meaning set forth in the  Declaration  or, if not defined in such
Declaration, as defined in the Prospectus referred to below):

                  1.   Designation and Number.

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

                  (b) Common  Securities.  __________  Common Securities of the
Trust with an  aggregate  liquidation  amount with  respect to the assets of the
Trust of __________ dollars  ($__________) and a liquidation amount with respect
to the assets of the Trust of $25 per common security, are hereby designated for
the purposes of identification only as "[_____]% Common Securities" (the "Common
Securities").  The Common Security Certificates evidencing the Common Securities
shall be substantially in the form of Exhibit A-2 to the Declaration,  with such
changes  and  additions  thereto or  deletions  therefrom  as may be required by
ordinary usage, custom or practice.

                   2.  Distributions.

159. Distributions payable on each Security will be fixed at a
rate per annum of [_____]% (the "Coupon Rate") of the stated  liquidation amount
of $25 per  Security,  such  rate  being  the rate of  interest  payable  on the
Debentures to be held by the

                                     

                  
                                      I-1
<PAGE>

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

                  (b) Distributions on the Securities will be cumulative,  will
accrue from  __________,  1996,  and will be payable  quarterly  in arrears,  on
__________,  __________,  __________, and __________ of each year, commencing on
__________,  1997, except as otherwise described below. The Debenture Issuer has
the right under the  Indenture to defer  payments of interest by  extending  the
interest  payment  period from time to time on the  Debentures  for a period not
exceeding 20  consecutive  calendar  quarters,  including the first such quarter
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 extend beyond the maturity date of the Debentures.  As a
consequence of such deferral,  Distributions will also be deferred. Despite such
deferral,  quarterly  Distributions  will  continue  to accrue  with  additional
distributions  thereon (to the extent permitted by applicable law) at the Coupon
Rate  compounded  quarterly  during  any  such  Extension  Period.  Prior to the
termination of any such Extension Period, the Debenture Issuer may further 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 20 consecutive  calendar quarters,
including the first quarter 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.

                  (c)  Distributions  on the Securities  will be payable to the
Holders  thereof  as they  appear on the books and  records  of the Trust on the
relevant record dates. While the Preferred  Securities remain in book-entry only
form, the relevant  record dates shall be one Business Day prior to the relevant
payment

                                      I-2
<PAGE>

dates which payment  dates  correspond to the interest  payment dates on
the  Debentures.  Subject  to  any  applicable  laws  and  regulations  and  the
provisions  of the  Declaration,  each such payment in respect of the  Preferred
Securities  will be made as  described  under the  heading  "Description  of the
Preferred  Securities  --  Book-Entry  Only  Issuance  -- The  Depository  Trust
Company" in the Prospectus Supplement dated __________,  1996, to the Prospectus
dated ___________,  1996 (together, the "Prospectus"),  of the Trust included in
the  Registration  Statement on Form S-3 of the  Sponsor,  the Trust and certain
other business trusts. The relevant record dates for the Common Securities shall
be the  same  record  date as for the  Preferred  Securities.  If the  Preferred
Securities  shall not continue to remain in book-entry  only form,  the relevant
record dates for the  Preferred  Securities,  shall  conform to the rules of any
securities  exchange on which the securities  are listed and, if none,  shall be
selected by the Regular Trustees, which dates shall be at least one Business Day
but less than 60 Business Days before the relevant payment dates,  which payment
dates correspond to the interest payment dates on the Debentures.  Distributions
payable  on any  Securities  that are not  punctually  paid on any  Distribution
payment  date,  as a result  of the  Debenture  Issuer  having  failed to make a
payment  under the  Debentures,  will cease to be payable to the Person in whose
name such  Securities  are  registered  on the relevant  record  date,  and such
defaulted  Distribution will instead be payable to the Person in whose name such
Securities  are  registered on the special  record date or other  specified date
determined in accordance with the Indenture.  If any date on which Distributions
are  payable  on the  Securities  is not a  Business  Day,  then  payment of the
Distribution  payable on such date will be made on the next  succeeding day that
is a Business Day (and  without any interest or other  payment in respect of any
such delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately  preceding  Business Day, in
each case with the same force and effect as if made on such date.

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

                   3.  Liquidation Distribution Upon Dissolution.

                  In the  event of any  voluntary  or  involuntary  dissolution,
winding-up or  termination  of the Trust,  the Holders of the  Securities on the
date of the dissolution,  winding-up or termination, as the case may be, will be
entitled to receive out of the assets of the Trust available for distribution to
Holders of Securities, after satisfaction of liabilities to creditors, an amount
equal to the aggregate of the stated liquidation amount of $25 per Security plus
accrued and unpaid  Distribu-

                                      I-3
<PAGE>

tions  thereon to the date of payment  (such  amount being  the  "Liquidation
Distribution"),   unless,  in  connection  with  such dissolution,  winding-up
or  termination,  Debentures  in an  aggregate  stated principal  amount  equal
to the  aggregate  stated  liquidation  amount  of such Securities,  with an
interest  rate  equal to the Coupon  Rate of, and  bearing accrued  and  unpaid
interest  in an amount  equal to the  accrued  and  unpaid Distributions  on,
such Securities,  shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

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

                  4.   Redemption and Distribution.

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

                   (b) In the case of an optional redemption,  if fewer than all
the outstanding  Securities are to be so redeemed, the Common Securities and the
Preferred  Securities will be redeemed Pro Rata and the Preferred  Securities to
be redeemed will be as described in Section 4(g)(ii) below.

                   (c) If, at any time,  a Tax  Event or a  Regulatory  Capital
Event  (as  defined  below and  each,  a  "Special  Event")  shall  occur and be
continuing, the Regular Trustees may, except in certain limited circumstances in
relation to a Tax Event described in this Section 4(c),  dissolve the Trust and,
after satisfaction of the claims of creditors,  cause the Debentures held by the
Institutional  Trustee,  having  an  aggregate  principal  amount  equal  to the
aggregate stated  liquidation  amount of, with an interest rate identical to the
Coupon  Rate of, and  accrued  and unpaid  interest  equal to accrued and unpaid
Distributions on, and having the same record date for payment as the Securities,
to be  distributed  to the  Holders of the  Securities  in  liquidation  of such
Holders'  interests in the Trust on a Pro Rata basis,  within 90 days  following
the occurrence of such Special Event (the "90 Day Period");  provided,  however,
that such dissolution and  distribution  shall be conditioned on (i) in the case
of a Tax Event,  the  Regular  Trustees'  receipt of an opinion of a  nationally
recog-

                                      I-4
<PAGE>

nized   independent  tax  counsel   experienced  in  such  matters  (a  "No
Recognition  Opinion"),  which opinion may rely on published  revenue rulings of
the Internal Revenue  Service,  to the effect that the Holders of the Securities
will not  recognize  any gain or loss  for  United  States  federal  income  tax
purposes as a result of the  dissolution  of the Trust and the  distribution  of
Debentures  and (ii) in each case,  the  Debenture  Issuer or the Trustee  being
unable to avoid such  Special  Event  within  the 90 Day  Period by taking  some
ministerial  action,  such as filing a form or making an  election,  or pursuing
some other similar  reasonable  measure that has no adverse effect on the Trust,
the Debenture Issuer, the Sponsor or the Holders of the Securities ("Ministerial
Action").

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

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

                                      I-5
<PAGE>

determination), in each case, on or after, the first date of issuance of the
Securities, there is more than an insubstantial  risk  that (i) the Trust is or
will be within 90 days of the date thereof,  subject to United  States  federal
income tax with  respect to income accrued or received on the  Debentures,  (ii)
interest  payable by the Debenture Issuer  to the  Trust on the  Debentures  is
not or,  within 90 days of the date thereof,  will not be deductible,  in whole
or in part, by the Debenture  Issuer for United States  federal  income tax
purposes or (iii) the Trust is or, within 90 days of the date thereof, will be
subject to more than a de minimis amount of taxes, duties or other governmental
charges.

                  "Regulatory  Capital  Event"  means  a  determination  by  the
Debenture Issuer that the Preferred Securities will no longer constitute primary
capital of the  Debenture  Issuer for  purposes  of the  Federal  Reserve or its
successor as the Debenture Issuer's primary federal banking regulator.

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

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

                 (f)  If the  Debentures  are  distributed  to  holders of the
Securities,  pursuant to the terms of the Indenture,  the Debenture  Issuer will
use its  best  efforts  to have the  Debentures  listed  on the New  York  Stock
Exchange  or on such other  exchange  as the  Preferred  Securities  were listed
immediately prior to the distribution of the Debentures.

                 (g) The procedure with respect to redemptions and distributions
of Debentures shall be as follows:

                                      I-6
<PAGE>

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

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

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

                                      I-7
<PAGE>

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

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

                   (v)  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
         Preferred  Securities  by  tender,  in the open  market  or by  private
         agreement.

                                      I-8
<PAGE>

                  5.     Voting Rights - Preferred Securities.

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

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

                                      I-9
<PAGE>

the  holders  of the Common  Securities Holder  will be subrogated to the rights
of such holder of Preferred Securities to the extent of any payment  made by the
Issuer to such holder of Preferred  Securities in such Direct Action.  Except as
provided in the preceding  sentences,  the Holders ofPreferred  Securities  will
not be able to exercise  directly  any other  remedyavailable to the holders of
the Debentures.

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

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

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

                  6.    Voting Rights - Common Securities.

                  (a)   Except as provided under Sections 6(b),  (c), 7(a) and 8
as  otherwise  required  by law and the  Declaration,  the Holders of the Common
Securities will have no voting rights.

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

                   (c)  Subject to Section 2.6 of the Declaration and only after
the Event of Default with respect to the  Preferred  Securities  has been cured,
waived, or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the

                                      I-10
<PAGE>

Common  Securities,  voting  separately as a class,  may direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including (i) directing the time,
method,  place of  conducting  any  proceeding  for any remedy  available to the
Debenture  Trustee,  or exercising any trust or power conferred on the Debenture
Trustee  with  respect to the  Debentures,  (ii) waive any past  default and its
consequences  that is waivable  under  Section ____ of the  Indenture,  or (iii)
exercise any right to rescind or annul a  declaration  that the principal of all
the  Debentures  shall be due and  payable,  provided  that,  where a consent or
action under the  Indenture  would  require the consent or act of the Holders of
greater than a majority in principal  amount of Debentures  affected  thereby (a
"Super Majority"),  the Institutional Trustee may only give such consent or take
such action at the written  direction of the Holders of at least the  proportion
in liquidation amount of the Common Securities which the relevant Super Majority
represents  of the aggregate  principal  amount of the  Debentures  outstanding.
Pursuant to this Section 6(c),  the  Institutional  Trustee shall not revoke any
action  previously  authorized  or  approved  by a vote  of the  Holders  of the
Preferred Securities.  Other than with respect to directing the time, method and
place of conducting  any remedy  available to the  Institutional  Trustee or the
Debenture Trustee as set forth above, the  Institutional  Trustee shall not take
any  action in  accordance  with the  directions  of the  Holders  of the Common
Securities under this paragraph unless the Institutional Trustee has obtained an
opinion of tax  counsel to the effect  that for the  purposes  of United  States
federal  income  tax the Trust  will not be  classified  as other than a grantor
trust on account of such action. If the  Institutional  Trustee fails to enforce
its rights under the Declaration,  any Holder of Common Securities may institute
a legal  proceeding  directly  against any Person to enforce  the  Institutional
Trustee's  rights  under the  Declaration,  without  first  instituting  a legal
proceeding against the Institutional Trustee or any other Person.

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

                                      I-11
<PAGE>

sought and (iii)  instructions for the delivery of proxies or consents.

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

                  7.   Amendments to Declaration and Indenture.

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

                   (b) In the event the consent of the Institutional  Trustee as
the holder of the Debentures is required under the Indenture with respect to any
amendment,  modification or termination on the Indenture or the Debentures,  the
Institutional  Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment,  modification or termination as directed by
a Majority in liquidation  amount of the Securities  voting together as a single
class; provided, however, that where a consent under the Indenture would require
the consent of the holders of greater  than a majority  in  aggregate  principal
amount of the Debentures (a "Super  Majority"),  the  Institutional  Trustee may
only  give  such  consent  at the  direction  of the  Holders  of at  least  the
proportion in  liquidation  amount of the  Securities  which the relevant  Super
Majority  represents  of  the  aggregate  principal  amount  of  the  Debentures
outstanding;  provided,  further,  that the Institutional Trustee shall not take
any action in accordance  with the  directions of the Holders of the  Securities
under this Section 7(b) unless the Institutional Trustee has obtained an opinion
of nationally  recognized  independent tax counsel in such matters to the effect

                                      I-12
<PAGE>

that for the purposes of United States  federal income tax the Trust will not be
classified as other than a grantor trust on account of such action.

                  8.    Pro Rata.

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

                  9.    Ranking.

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

                  10.   Listing.

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

                  11.   Acceptance of Securities Guarantee and Indenture.

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

                                      I-13
<PAGE>

                  12.   No Preemptive Rights.

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

                  13.   Miscellaneous.

                  These terms constitute a part of the Declaration.

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

                                      I-14
<PAGE>

                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE


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

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

Certificate Number                                Number of Preferred Securities

                                                        CUSIP NO. __________


                   Certificate Evidencing Preferred Securities

                                       of

                               CITICORP CAPITAL II


                          [_____]% Preferred Securities
                 (liquidation amount $25 per Preferred Security)

                  CITICORP  CAPITAL II, a statutory  business trust formed under
the  laws  of the  State  of  Delaware  (the  "Trust"),  hereby  certifies  that
______________ (the "Holder") is the registered owner of preferred securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated  the  [_____]%  Preferred  Securities  (liquidation  amount  $25  per
Preferred Security) (the "Preferred  Securities").  The Preferred Securities are
transferable on the books and records of the

                                      A1-1
<PAGE>

Trust,  in person or by a duly authorized  attorney,  upon surrender of this
certificate  duly endorsed and in proper form for transfer.  The designation,
rights,  privileges,  restrictions, preferences  and  other  terms  and
provisions  of  the  Preferred   Securities represented  hereby  are  issued
and shall in all  respects  be  subject to the provisions of the Amended and
Restated  Declaration  of Trust of the Trust dated as of  ___________,  1996,
as the same may be  amended  from  time to time (the "Declaration"),  including
the  designation  of  the  terms  of  the  Preferred Securities as set forth in
Annex I to the  Declaration.  Capitalized  terms used herein but not defined
shall have the meaning given them in the Declaration. The Holder is entitled to
the benefits of the Preferred  Securities Guarantee to the extent provided
therein. The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Trust at its principal place of business.

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

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

                  IN WITNESS  WHEREOF,  the Trust has executed this  certificate
this ____ day of __________, 1996.


                                         CITICORP CAPITAL II

  
                                         By:________________________________
                                            Name:
                                            Title: Regular Trustee


                                      A1-2
<PAGE>


                          [FORM OF REVERSE OF SECURITY]

                  Distributions payable on each Preferred Security will be fixed
at a rate per annum of [_____]%  (the "Coupon  Rate") of the stated  liquidation
amount  of $25 per  Preferred  Security,  such rate  being the rate of  interest
payable on the Debentures to be held by the Institutional Trustee. Distributions
in arrears  for more than one  quarter  will bear  interest  thereon  compounded
quarterly at the Coupon Rate (to the extent  permitted by applicable  law).  The
term  "Distributions"  as used herein includes such cash  distributions  and any
such interest payable unless otherwise stated. A Distribution is payable only to
the extent  that  payments  are made in respect  of the  Debentures  held by the
Institutional  Trustee  and to the extent the  Institutional  Trustee  has funds
available therefor.  The amount of Distributions  payable for any period will be
computed for any full  quarterly  Distribution  period on the basis of a 360-day
year of twelve 30-day  months,  and for any period shorter than a full quarterly
Distribution period for which Distributions are computed,  Distributions will be
computed on the basis of the actual number of days elapsed per 90-day quarter.

                  Except as  otherwise  described  below,  distributions  on the
Preferred  Securities will be cumulative,  will accrue from the date of original
issuance and will be payable  quarterly in arrears,  on __________,  __________,
__________  and  __________  of each year,  commencing on  __________,  1997, to
_________________.  The  Debenture  Issuer has the right under the  Indenture to
defer payments of interest by extending the interest payment period from time to
time on the  Debentures  for a period  not  exceeding  20  consecutive  calendar
quarters, including the first such quarter during such extension period (each an
"Extension  Period"),  provided that no Extension Period shall extend beyond the
date of the  maturity of the  Debentures.  As a  consequence  of such  deferral,
Distributions   will  also  be  deferred.   Despite  such  deferral,   quarterly
Distributions  will  continue  to accrue  with  interest  thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded  quarterly during any
such Extension  Period.  Prior to the termination of any such Extension  Period,
the Debenture Issuer may further 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 20 consecutive calendar quarters, including the first quarter 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.

                  The  Debenture   Issuer  also  has  the  right  (a)  upon  the
occurrence and  continuation  of a Tax Event,  to change the date of maturity of
the  Debentures  to a date  earlier  than  the  Scheduled  

                                      A1-3
<PAGE>

Maturity  date of the Debentures  but in no event to a date  earlier than
__________,  subject to the prior  approval of the Federal  Reserve if such
approval is then required  under applicable law or capital guidelines of the
Federal Reserve and to certain other conditions  set forth in the Indenture and
(b) at any time to extend the date of maturity of the  Debentures  for one or
more periods,  but in no event to a date later than _____________,  2045,
subject to the Debenture Issuer meeting certain extension conditions set forth
in the Indenture.

                  Upon the  occurrence  and  continuation  of a  Special  Event,
subject to the prior  approval of the Federal  Reserve if such  approval is then
required under  applicable law or capital  guidelines of the Federal Reserve and
to certain other conditions set forth in the Declaration and the Indenture,  (x)
the Regular  Trustees  shall have the right at any time to  liquidate  the Trust
within 90 days  following  the  occurrence  of such Special  Event and cause the
Debentures to be  distributed to the holders of the Securities in liquidation of
the  Trust  and (y) the  Debenture  Issuer  shall  have the right at any time to
redeem the  Debentures  within 90 days  following the occurrence of such Special
Event  and,  following  such  redemption,  cause  Securities  with an  aggregate
liquidation  amount equal to the aggregate  amount of the Debentures so redeemed
to be redeemed by the Trust.

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

                                      A1-4
<PAGE>

                            ________________________

                                   ASSIGNMENT

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

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


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


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


Date: _______________________

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

Signature Guarantee*:      ___________________________________

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


                                      A1-5
<PAGE>


                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE


Certificate Number                                   Number of Common Securities


                    Certificate Evidencing Common Securities

                                       of

                               CITICORP CAPITAL II


                           [_____]% Common Securities
                  (liquidation amount $25 per Common Security)


                  CITICORP  CAPITAL II, a statutory  business trust formed under
the laws of the State of Delaware (the "Trust"),  hereby certifies that Citicorp
(the  "Holder")  is the  registered  owner of  common  securities  of the  Trust
representing   undivided  beneficial  interests  in  the  assets  of  the  Trust
designated the [_____]%  Common  Securities  (liquidation  amount $25 per Common
Security) (the "Common  Securities").  The Common Securities are transferable on
the books and records of the Trust, in person or by a duly authorized  attorney,
upon  surrender  of this  certificate  duly  endorsed  and in  proper  form  for
transfer. The designation,  rights,  privileges,  restrictions,  preferences and
other  terms and  provisions  of the Common  Securities  represented  hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of ___________, 1996, as the
same  may be  amended  from  time to time  (the  "Declaration"),  including  the
designation of the terms of the Common Securities as set forth in Annex I to the
Declaration.  Capitalized  terms  used  herein  but not  defined  shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Common Securities Guarantee to the extent provided therein. The Sponsor will
provide a copy of the  Declaration,  the  Common  Securities  Guarantee  and the
Indenture (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.

                  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.

                                      A2-1
<PAGE>

                  IN WITNESS  WHEREOF,  the Trust has executed this  certificate
this ___ day of , 1996.


                                           CITICORP CAPITAL II


                                           By:________________________________
                                              Name:
                                              Title: Regular Trustee


                                      A2-2
<PAGE>


                          [FORM OF REVERSE OF SECURITY]

                  Distributions payable on each Common Security will be fixed at
a rate per annum of  [_____]%  (the  "Coupon  Rate") of the  stated  liquidation
amount of $25 per Common Security,  such rate being the rate of interest payable
on the  Debentures to be held by the  Institutional  Trustee.  Distributions  in
arrears  for  more  than one  quarter  will  bear  interest  thereon  compounded
quarterly at the Coupon Rate (to the extent  permitted by applicable  law).  The
term  "Distributions"  as used herein includes such cash  distributions  and any
such interest payable unless otherwise stated. A Distribution is payable only to
the extent  that  payments  are made in respect  of the  Debentures  held by the
Institutional  Trustee  and to the extent the  Institutional  Trustee  has funds
available therefor.  The amount of Distributions  payable for any period will be
computed for any full  quarterly  Distribution  period on the basis of a 360-day
year of twelve 30-day  months,  and for any period shorter than a full quarterly
Distribution period for which Distributions are computed,  Distributions will be
computed on the basis of the actual number of days elapsed per 90-day quarter.

                  Except as  otherwise  described  below,  distributions  on the
Common  Securities  will be  cumulative,  will  accrue from the date of original
issuance and will be payable  quarterly in arrears,  on __________,  __________,
__________  and  __________  of each year,  commencing on  __________,  1997, to
Holders of record fifteen (15) days prior to such payment  dates,  which payment
dates shall  correspond  to the interest  payment dates on the  Debentures.  The
Debenture Issuer has the right under the Indenture to defer payments of interest
by extending the interest payment period from time to time on the Debentures for
a period not exceeding 20  consecutive  calendar  quarters,  including the first
such quarter during such extension period (each an "Extension Period"), provided
that no Extension  Period  shall  extend  beyond the date of the maturity of the
Debentures.  As a  consequence  of such  deferral,  Distributions  will  also be
deferred. Despite such deferral, quarterly Distributions will continue to accrue
with interest  thereon (to the extent permitted by applicable law) at the Coupon
Rate  compounded  quarterly  during  any  such  Extension  Period.  Prior to the
termination of any such Extension Period, the Debenture Issuer may further 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 20 consecutive  calendar quarters,
including the first quarter 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.

                                      A2-3
<PAGE>

                  The  Debenture   Issuer  also  has  the  right  (a)  upon  the
occurrence and  continuation  of a Tax Event,  to change the date of maturity of
the  Debentures  to a date  earlier  than  the  Scheduled  Maturity  date of the
Debentures  but in no event to a date  earlier than  __________,  subject to the
prior  approval of the Federal  Reserve if such approval is then required  under
applicable law or capital guidelines of the Federal Reserve and to certain other
conditions  set forth in the Indenture and (b) at any time to extend the date of
maturity of the  Debentures  for one or more periods,  but in no event to a date
later than  ___________,  2045,  subject to the Debenture Issuer meeting certain
extension conditions set forth in the Indenture.

                  Upon the  occurrence  and  continuation  of a  Special  Event,
subject to the prior  approval of the Federal  Reserve if such  approval is then
required under  applicable law or capital  guidelines of the Federal Reserve and
to certain other conditions set forth in the Declaration and the Indenture,  (x)
the Regular  Trustees  shall have the right at any time to  liquidate  the Trust
within 90 days  following  the  occurrence  of such Special  Event and cause the
Debentures to be  distributed to the holders of Securities in liquidation of the
Trust and (y) the  Debenture  Issuer  shall have the right at any time to redeem
the  Debentures  within 90 days  following the  occurrence of such Special Event
and, following such redemption,  cause Securities with an aggregate  liquidation
amount  equal to the  aggregate  amount  of the  Debentures  so  redeemed  to be
redeemed by the Trust.

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

                                      A2-4
<PAGE>
                               ___________________
                                   ASSIGNMENT

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

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


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

and irrevocably appoints ______________________________________________________
_______________________________________________________________________________
_____________________________________________________________ agent to transfer
this Common Security Certificate on the books of the Trust. The agent may
substitute another to act for him or her.

Date: _______________________

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

Signature Guarantee*:      ___________________________________


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


                                      A2-5
<PAGE>


                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE


                                      B-1
<PAGE>


                                    EXHIBIT C

                             UNDERWRITING AGREEMENT



                                      C-1