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                    AMENDED AND RESTATED DECLARATION OF TRUST

                               BARNETT CAPITAL II

                          Dated as of December 2, 1996




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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                    ARTICLE 1

                         INTERPRETATION AND DEFINITIONS. . . . . . . . . . .   1
     Section 1.1  Interpretation and Definitions . . . . . . . . . . . . . .   1
     Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Authorized Officer. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Business Trust Act. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Capital Security. . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Cedel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Certificate of Trust. . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Common Securities Holder. . . . . . . . . . . . . . . . . . . . . . . .   3
     Common Security . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Common Security Certificate . . . . . . . . . . . . . . . . . . . . . .   3
     Corporate Trust Office. . . . . . . . . . . . . . . . . . . . . . . . .   3
     Covered Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Debenture Issuer. . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Debenture Issuer Indemnified Person . . . . . . . . . . . . . . . . . .   3
     Debenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Delaware Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Depositary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     DWAC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Federal Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Fiduciary Indemnified Person. . . . . . . . . . . . . . . . . . . . . .   4
     Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Indemnified Person. . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Initial Purchasers. . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Institutional Accredited Investor . . . . . . . . . . . . . . . . . . .   4
     Investment Company. . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     Investment Company Act. . . . . . . . . . . . . . . . . . . . . . . . .   5
     Investment Company Event. . . . . . . . . . . . . . . . . . . . . . . .   5
     Legal Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     List of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     Majority in Liquidation Amount. . . . . . . . . . . . . . . . . . . . .   5
     New Capital Securities. . . . . . . . . . . . . . . . . . . . . . . . .   5


                                      i
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                                                                            Page
                                                                            ----

     New Capital Security Certificate. . . . . . . . . . . . . . . . . . . .   5
     Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . .   5
     Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Payment Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Private Placement Legend. . . . . . . . . . . . . . . . . . . . . . . .   6
     Property Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Property Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Property Trustee Account. . . . . . . . . . . . . . . . . . . . . . . .   6
     Pro Rata. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Qualified Institutional Buyer . . . . . . . . . . . . . . . . . . . . .   6
     Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Registration Rights Agreement . . . . . . . . . . . . . . . . . . . . .   6
     Regular Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Regulation S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Regulation S Global Security. . . . . . . . . . . . . . . . . . . . . .   7
     Regulatory Capital Event. . . . . . . . . . . . . . . . . . . . . . . .   7
     Related Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Restricted Global Security. . . . . . . . . . . . . . . . . . . . . . .   7
     Restricted Period . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Restricted Security . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Rule 144A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Rule 3a-5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Securities Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Special Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Successor Delaware Trustee. . . . . . . . . . . . . . . . . . . . . . .   8
     Successor Entity. . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Successor Property Trustee. . . . . . . . . . . . . . . . . . . . . . .   8
     Successor Security. . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Super Majority. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Tax Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     10% in Liquidation Amount . . . . . . . . . . . . . . . . . . . . . . .   8
     Transfer Restricted Securities. . . . . . . . . . . . . . . . . . . . .   8
     Transfer Restricted Securities Certificate. . . . . . . . . . . . . . .   9
     Treasury Regulations. . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Trust Enforcement Event . . . . . . . . . . . . . . . . . . . . . . . .   9
     Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Trustee" or "Trustees . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Trustees' Authorization Certificate . . . . . . . . . . . . . . . . . .   9

                                    ARTICLE 2

                               TRUST INDENTURE ACT . . . . . . . . . . . . .   9
     Section 2.1  Trust Indenture Act; Application . . . . . . . . . . . . .   9
     Section 2.2  Lists of Holders of Securities . . . . . . . . . . . . . .  10
     Section 2.3  Reports by the Property Trustee. . . . . . . . . . . . . .  10
     Section 2.4  Periodic Reports to the Property Trustee . . . . . . . . .  10

                                      ii
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     Section 2.5  Evidence of Compliance with Conditions Precedent . . . . .  10
     Section 2.6  Trust Enforcement Events; Waiver . . . . . . . . . . . . .  11
     Section 2.7  Trust Enforcement Event; Notice. . . . . . . . . . . . . .  12

                                    ARTICLE 3

                                  ORGANIZATION . . . . . . . . . . . . . . .  13
     Section 3.1  Name and Organization. . . . . . . . . . . . . . . . . . .  13
     Section 3.2  Office . . . . . . . . . . . . . . . . . . . . . . . . . .  13
     Section 3.3  Purpose. . . . . . . . . . . . . . . . . . . . . . . . . .  13
     Section 3.4  Authority. . . . . . . . . . . . . . . . . . . . . . . . .  14
     Section 3.5  Title to Property of the Trust . . . . . . . . . . . . . .  14
     Section 3.6  Powers and Duties of the Regular Trustees. . . . . . . . .  14
     Section 3.7  Prohibition of Actions by the Trust and the Trustees . . .  17
     Section 3.8  Powers and Duties of the Property Trustee. . . . . . . . .  18
     Section 3.9  Certain Duties and Responsibilities of the Property
                  Trustee. . . . . . . . . . . . . . . . . . . . . . . . . .  20
     Section 3.10  Certain Rights of Property Trustee. . . . . . . . . . . .  22
     Section 3.11  Delaware Trustee. . . . . . . . . . . . . . . . . . . . .  24
     Section 3.12  Execution of Documents. . . . . . . . . . . . . . . . . .  25
     Section 3.13  Not Responsible for Recitals or Issuance of Securities. .  25
     Section 3.14  Duration of Trust . . . . . . . . . . . . . . . . . . . .  25
     Section 3.15  Mergers . . . . . . . . . . . . . . . . . . . . . . . . .  25
     Section 3.16  Property Trustee May File Proofs of Claim . . . . . . . .  27

                                    ARTICLE 4

                                     SPONSOR . . . . . . . . . . . . . . . .  28
     Section 4.1  Responsibilities of the Sponsor. . . . . . . . . . . . . .  28
     Section 4.2  Indemnification and Expenses of the Trustee. . . . . . . .  28

                                    ARTICLE 5

                         TRUST COMMON SECURITIES HOLDER. . . . . . . . . . .  29
     Section 5.1  Debenture Issuer's Purchase of Common Securities . . . . .  29
     Section 5.2  Covenants of the Common Securities Holder. . . . . . . . .  29

                                    ARTICLE 6

                                    TRUSTEES . . . . . . . . . . . . . . . .  29
     Section 6.1  Number of Trustees . . . . . . . . . . . . . . . . . . . .  29
     Section 6.2  Delaware Trustee . . . . . . . . . . . . . . . . . . . . .  30
     Section 6.3  Property Trustee; Eligibility. . . . . . . . . . . . . . .  30
     Section 6.4  Qualifications of Regular Trustees and Delaware Trustee
                  Generally. . . . . . . . . . . . . . . . . . . . . . . . .  31
     Section 6.5  Initial Trustees . . . . . . . . . . . . . . . . . . . . .  31
     Section 6.6  Appointment, Removal and Resignation of Trustees . . . . .  31
     Section 6.7  Vacancies among Trustees . . . . . . . . . . . . . . . . .  33
     Section 6.8  Effect of Vacancies. . . . . . . . . . . . . . . . . . . .  33
     Section 6.9  Meetings . . . . . . . . . . . . . . . . . . . . . . . . .  33
     Section 6.10  Delegation of Power . . . . . . . . . . . . . . . . . . .  33
     Section 6.11  Merger, Conversion, Consolidation or Succession to
                   Business. . . . . . . . . . . . . . . . . . . . . . . . .  34

                                     iii
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                                    ARTICLE 7

                                 THE SECURITIES. . . . . . . . . . . . . . .  34
     Section 7.1  General Provisions Regarding Securities. . . . . . . . . .  34
     Section 7.2  Distributions. . . . . . . . . . . . . . . . . . . . . . .  36
     Section 7.3  Redemption of Securities . . . . . . . . . . . . . . . . .  37
     Section 7.4  Redemption Procedures. . . . . . . . . . . . . . . . . . .  38
     Section 7.5  Voting Rights of Capital Securities. . . . . . . . . . . .  39
     Section 7.6  Voting Rights of Common Securities . . . . . . . . . . . .  41
     Section 7.7  Paying Agent . . . . . . . . . . . . . . . . . . . . . . .  42
     Section 7.8  Transfer of Securities . . . . . . . . . . . . . . . . . .  43
     Section 7.9  Mutilated, Destroyed, Lost or Stolen Certificates. . . . .  44
     Section 7.10  Deemed Security Holders . . . . . . . . . . . . . . . . .  44
     Section 7.11  Global Securities . . . . . . . . . . . . . . . . . . . .  44

     Section 7.12  Restrictive Legend. . . . . . . . . . . . . . . . . . . .  47
     Section 7.13  Special Transfer Provisions . . . . . . . . . . . . . . .  48

                                    ARTICLE 8

                      DISSOLUTION AND TERMINATION OF TRUST . . . . . . . . .  51
     Section 8.1  Dissolution and Termination of Trust . . . . . . . . . . .  51
     Section 8.2  Liquidation Distribution Upon Termination and Dissolution
                  of the Trust . . . . . . . . . . . . . . . . . . . . . . .  52

                                    ARTICLE 9

                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS. . . . . . . .  53
     Section 9.1  Liability. . . . . . . . . . . . . . . . . . . . . . . . .  53
     Section 9.2  Exculpation. . . . . . . . . . . . . . . . . . . . . . . .  53
     Section 9.3  Fiduciary Duty . . . . . . . . . . . . . . . . . . . . . .  54
     Section 9.4  Indemnification. . . . . . . . . . . . . . . . . . . . . .  55
     Section 9.5  Outside Businesses . . . . . . . . . . . . . . . . . . . .  57

                                   ARTICLE 10

                                   ACCOUNTING. . . . . . . . . . . . . . . .  58
     Section 10.1  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . .  58
     Section 10.2  Certain Accounting Matters. . . . . . . . . . . . . . . .  58
     Section 10.3  Banking . . . . . . . . . . . . . . . . . . . . . . . . .  58
     Section 10.4  Withholding . . . . . . . . . . . . . . . . . . . . . . .  59

                                   ARTICLE 11

                             AMENDMENTS AND MEETINGS . . . . . . . . . . . .  59
     Section 11.1  Amendments. . . . . . . . . . . . . . . . . . . . . . . .  59
     Section 11.2  Meetings of the Holders of Securities; Action by Written
                   Consent . . . . . . . . . . . . . . . . . . . . . . . . .  61


                                   ARTICLE 12


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                                                                            Page
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                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE . . . . . . . . . . . . .  63
     Section 12.1  Representations and Warranties of the Property Trustee. .  63
     Section 12.2  Representations and Warranties of the Delaware Trustee. .  64

                                   ARTICLE 13

                                  MISCELLANEOUS. . . . . . . . . . . . . . .  64
     Section 13.1  Notices . . . . . . . . . . . . . . . . . . . . . . . . .  64
     Section 13.2  Governing Law . . . . . . . . . . . . . . . . . . . . . .  65
     Section 13.3  Intention of the Parties. . . . . . . . . . . . . . . . .  65
     Section 13.4  Headings. . . . . . . . . . . . . . . . . . . . . . . . .  65
     Section 13.5  Successors and Assigns. . . . . . . . . . . . . . . . . .  66
     Section 13.6  Partial Enforceability. . . . . . . . . . . . . . . . . .  66
     Section 13.7  Counterparts. . . . . . . . . . . . . . . . . . . . . . .  66


                                       v

<PAGE>


                    AMENDED AND RESTATED DECLARATION OF TRUST

          THIS AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") 
dated as of December 2, 1996 between Barnett Banks, Inc., a Florida 
corporation, as Sponsor, and Paris P. Thermenos, Charles W. Newman and 
Patrick J. McCann as the initial Regular Trustees, The First National Bank of 
Chicago, as the initial Property Trustee and First Chicago Delaware Inc., as 
the initial Delaware Trustee, not in their individual capacities but solely 
as Trustees, and the holders, from time to time, of undivided beneficial 
ownership interests in the Trust to be issued pursuant to this Declaration.

          WHEREAS, the Trustees and the Sponsor established Barnett Capital 
II (the "Trust"), a business trust under the Business Trust Act (as defined, 
together with other capitalized terms, herein) pursuant to a Trust Agreement, 
dated as of November 21, 1996 (the "Original Declaration"), and a Certificate 
of Trust filed with the Secretary of State of the State of Delaware on 
November 21, 1996 (the "Certificate of Trust"); and

          WHEREAS, the sole purpose of the Trust shall be to issue and sell 
certain securities representing undivided beneficial ownership interests in 
the assets of the Trust, to invest the proceeds from such sales in the 
Debentures issued by the Debenture Issuer and to engage in only those 
activities necessary or incidental thereto; and

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

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

                                    ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

          Section 1.1  Interpretation and Definitions.

          Unless the context otherwise requires:

          (a)  capitalized terms used in this Declaration but not defined in 
the preamble above 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;

<PAGE>
                                                                          2

          (d)  all references in this Declaration to Articles and Sections 
are to Articles and Sections of 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 
and a reference to any masculine form of a term shall include the feminine 
form of a term, as applicable.

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

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

          "Business Day" means any day other than a Saturday or Sunday or a 
day on which banking institutions in The City of New York are authorized or 
required by law or executive order to remain closed or a day on which the 
Corporate Trust Office of the Trustee, or the principal office of the 
Property Trustee, under the Declaration, is closed for business.

          "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.

          "Capital Security" has the meaning specified in Section 7.1.

          "Capital Security Certificate" means a certificate representing a 
Capital Security.

          "Cedel" means Cedel, S.A.

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

          "Certificate of Trust" has the meaning specified in the recitals 
hereto.

          "Closing Date" means the date on which the Capital Securities are 
issued and sold.

          "Code" means the Internal Revenue Code of 1986, as amended from 
time to time, or any successor legislation.  A reference to a specific 
section of the Code refers not only to such specific section but also to any 
corresponding provision of any federal tax statute enacted after the date of 
this Declaration, as such specific section or corresponding provision 

<PAGE>
                                                                          3

is in effect on the date of application of the provisions of this Declaration 
containing such reference.

          "Commission" means the Securities and Exchange Commission.

          "Common Securities Holder" means Barnett Banks, Inc. in its 
capacity as purchaser and holder of all of the Common Securities issued by 
the Trust.

          "Common Security" has the meaning specified in Section 7.1

          "Common Security Certificate" means a definitive certificate in 
fully registered form representing a Common Security.

          "Corporate Trust Office" means the office of the Property Trustee 
at which the corporate trust business of the Property Trustee shall, at any 
particular time, be principally administered, which office at the date of 
execution of this Declaration is located at 153 West 51st Street, New York, 
New York 10019.

          "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 Barnett Banks, Inc. in its capacity as 
issuer of the Debentures under the Indenture.

          "Debenture Issuer 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 any Affiliate thereof; or (d) any officer, 
employee or agent of the Trust or its Affiliates.

          "Debenture Trustee" means The First National Bank of Chicago, in 
its capacity as trustee under the Indenture until a successor is appointed 
thereunder, and thereafter means such successor trustee.

          "Debentures" means the Securities (as defined in the Indenture) to 
be issued by the Debenture Issuer and to be held by the Property Trustee.

          "Delaware Trustee" has the meaning set forth in Section 6.2.

          "Depositary" means, with respect to Securities issuable in whole or 
in part in the form of one or more Global Securities, a clearing agency 
registered under the Exchange Act that is designated to act as Depositary for 
such Securities.

          "Distribution" means a distribution payable to Holders of 
Securities in accordance with Section 7.2.


<PAGE>
                                                                          4

          "DTC" means The Depository Trust Company, the initial Depositary.

          "DWAC" means Deposit and Withdrawal At Custodian Service.

          "Euroclear" means Morgan Guaranty Trust Company of New York, 
Brussels office, as operator of the Euroclear System.

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

          "Federal Reserve" means the Board of Governors of the Federal 
Reserve System.

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

          "Fiscal Year" has the meaning set forth in Section 11.1.

          "Global Security" has the meaning set forth in Section 7.11.

          "Guarantee" means the guarantee agreement of the Sponsor in respect 
of the Capital Securities and the Common Securities.

          "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; provided, however, that in determining 
whether the Holders of the requisite liquidation amount of Capital Securities 
have voted on any matter provided for in this Declaration, then for the 
purpose of such determination only (and not for any other purpose hereunder), 
if the Capital Securities remain in the form of one or more Global 
Securities, the term "Holders" shall mean the holder of the Global Security 
acting at the direction of the Capital Security Beneficial Owners.

          "Indemnified Person" means a Debenture Issuer Indemnified Person or 
a Fiduciary Indemnified Person.

          "Indenture" means the Indenture dated as of December 2, 1996, among 
the Debenture Issuer and the Debenture Trustee, and any indenture 
supplemental thereto pursuant to which the Debentures are to be issued.

          "Indenture Event of Default" means an "Event of Default" as defined 
in the Indenture.

          "Initial Purchasers" means Morgan Stanley & Co. Incorporated, 
Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and 
Salomon Brothers Inc. 

          "Institutional Accredited Investor" means an institution that is an 
"accredited investor" as the term is defined in Rule 501(a)(1), (2), (3) or 
(7) under the Securities Act.

<PAGE>
                                                                          5

          "Investment Company" means an investment company as defined in the 
Investment Company Act and the regulations promulgated thereunder.

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

          "Investment Company Event" means the receipt by the Trust of an 
opinion of counsel, rendered by a law firm having a recognized national 
securities practice, to the effect that, as a result of the occurrence of a 
change in law or regulation or a change in interpretation or application of 
law or regulation by any legislative body, court, governmental agency or 
regulatory authority (a "Change in 1940 Act Law"), the Trust is or will be 
considered an "investment company" that is required to be registered under 
the Investment Company Act, which Change in 1940 Act Law becomes effective on 
or after the Closing Date.

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

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

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

          "New Capital Securities" has the meaning specified in Section 7.1.

          "New Capital Security Certificate" has the meaning specified in 
Section 7.1.

          "Officers' Certificate" means, with respect to any Person (other 
than Regular Trustees who are natural persons), a certificate signed by two 
Authorized Officers of such Person on behalf 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 Officers' 
Certificate has read the covenant or condition and the definitions relating 
thereto;

          (b)   a brief statement of the nature and scope of the examination 
or investigation undertaken by each officer on behalf of such Person in 
rendering the Officers' Certificate;

          (c)   a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an 

<PAGE>
                                                                          6

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 and on behalf of such Person, such condition or covenant has been 
complied with; provided, that the term "Officers' Certificate", when used 
with reference to Regular Trustees who are natural persons shall mean a 
certificate signed by two of the Regular Trustees which otherwise satisfies 
the foregoing requirements.

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

          "Payment Amount" has the meaning specified in Section 7.2(a).

          "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.

          "Private Placement Legend" as defined in Section 314 of the 
Indenture.

          "Property Account" has the meaning specified in Section 3.8(c).

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

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

          "Pro Rata" means 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.

          "Qualified Institutional Buyer" or "QIB" has the meaning specified 
in Rule 144A under the Securities Act.

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

          "Registration Rights Agreement" means the Registration Rights 
Agreement dated the date hereof among the Company, the Trust and the Initial 
Purchasers for the benefit of themselves and the Holders as the same may be 
amended from time to time in accordance with the terms thereof.

          "Regular Trustee" means any Trustee other than the Property Trustee 
and the Delaware Trustee.


<PAGE>
                                                                          7


          "Regulation S" means Regulation S under the Securities Act and any 
successor regulation thereto.

          "Regulation S Global Security" means any Global Security or 
Securities evidencing Securities that are to be traded pursuant to Regulation 
S.

          "Regulatory Capital Event" means that the Company shall have 
received an opinion of independent bank regulatory counsel experienced in 
such matters to the effect that, as a result of (a) any amendment to or 
change (including any announced prospective change) in the laws (or any 
regulations thereunder) of the United States or any rules, guidelines or 
policies of the Federal Reserve or (b) any official administrative 
pronouncement or judicial decision for interpreting or applying such laws or 
regulations which amendment or change is effective or such pronouncement or 
decision is announced on or after the date of original issuance of the 
Capital Securities, the Capital Securities do not constitute, or within 90 
days of the date thereof, will not constitute Tier I capital (or its then 
equivalent); PROVIDED, HOWEVER, that the distribution of the Securities in 
connection with the liquidation of the Trust by the Company shall not in and 
of itself constitute a Regulatory Capital Event unless such liquidation shall 
have occurred in connection with a Tax Event or an Investment Company Event.

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

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

          "Restricted Global Security" means any Global Security or 
Securities evidencing Securities that are to be traded pursuant to Rule 144A.

          "Restricted Period" shall have the meaning specified in Section 
7.13.

          "Restricted Security" has the meaning assigned to such term in Rule 
144(a)(3) of the Securities Act.

          "Rule 144A" means Rule 144A under the Securities Act.

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

<PAGE>
                                                                          8

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

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

          "Special Event" means a Tax Event, a Regulatory Capital Event or an 
Investment Company Event.

          "Sponsor" means Barnett Banks, Inc., a Florida corporation, or any 
successor entity in a merger, consolidation or amalgamation, in its capacity 
as sponsor of the Trust.

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

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

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

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

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

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

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

          "Transfer Restricted Securities" has the meaning specified in 
Section 7.1.


<PAGE>
                                                                             9

          "Transfer Restricted Securities Certificate" has the meaning 
specified in Section 7.1.

          "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).

          "Trust Enforcement Event" in respect of the Securities means an 
Indenture Event of Default has occurred and is continuing in respect of the 
Debentures.

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

          "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.

          "Trustees' Authorization Certificate" means a written certificate 
signed by two of the Regular Trustees for the purpose of establishing the 
terms and form of the Capital Securities and the Common Securities as 
determined by the Regular Trustees.

                                    ARTICLE 2

                               TRUST INDENTURE ACT

          Section 2.1  Trust Indenture Act; Application.

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

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

          (c)  If and to the extent that any provision of this Declaration 
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 Trust's classification as a grantor trust for United 
States federal income tax purposes and shall not affect the nature of the 
Securities as equity securities representing undivided beneficial ownership 
interests in the assets of the Trust.

<PAGE>

                                                                             10

          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 Property Trustee with a list, in such form as the 
Property Trustee may reasonably require, of the names and addresses of the 
Holders of the Securities ("List of Holders"), (i) not later than June 30 and 
December 31 of each year and current as of such date, and (ii) at any other 
time, within 30 days of receipt by the Trust of a written request from the 
Property Trustee for a List of Holders as of a date no more than 15 days 
before such List of Holders is given to the Property Trustee; 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 Property 
Trustee by the Sponsor and the Regular Trustees on behalf of the Trust.  The 
Property Trustee shall preserve, in as current a form as is reasonably 
practicable, all information contained in Lists of Holders given to it or 
which it receives in the capacity as Paying Agent (if acting in such 
capacity), provided that the Property Trustee may destroy any List of Holders 
previously given to it on receipt of a new List of Holders.

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

          Section 2.3  Reports by the Property Trustee.

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

          Section 2.4  Periodic Reports to the Property Trustee.

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

          Section 2.5  Evidence of Compliance with Conditions Precedent.

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

<PAGE>

                                                                            11

          Section 2.6  Trust Enforcement Events; Waiver.

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

               (i)  is not waivable under the Indenture, the Trust 
                    Enforcement Event 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 
                    Trust Enforcement Event under the Declaration may only be 
                    waived by the vote or written consent of the Holders of 
                    at least the proportion in liquidation amount of the 
                    Capital Securities that the relevant Super Majority 
                    represents of the aggregate principal amount of the 
                    Debentures outstanding.

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

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

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

              (ii)  requires the consent or vote of a Super Majority to be 
                    waived under the Indenture, except where the Holders of 
                    the Common Securities are deemed to have waived such 
                    Trust Enforcement Event under the

<PAGE>

                                                                            12

                    Declaration as provided below in this Section 2.6(b), the 
                    Trust Enforcement Event under the Declaration may only be 
                    waived by the vote or written consent 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 Trust Enforcement Event and all Trust Enforcement Events with 
respect to the Common Securities and the consequences thereof until all Trust 
Enforcement Events with respect to the Capital Securities have been cured, 
waived or otherwise eliminated, and until such Trust Enforcement Events with 
respect to the Capital Securities have been so cured, waived or otherwise 
eliminated, the Property Trustee will be deemed to be acting solely on behalf 
of the Holders of the Capital Securities and only the Holders of the Capital 
Securities will have the right to direct the Property Trustee in accordance 
with the terms of the Securities.  The foregoing provisions of this Section 
2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the 
Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the 
Trust Indenture Act are hereby expressly excluded from this Declaration and 
the Securities, as permitted by the Trust Indenture Act.  Subject to the 
foregoing provisions of this Section 2.6(b), upon such waiver, any such 
default shall cease to exist and any Trust Enforcement Event 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 Trust Enforcement Event with respect to the Common 
Securities or impair any right consequent thereon.

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

          Section 2.7  Trust Enforcement Event; Notice.

          (a)  The Property Trustee shall, within 90 days after the 
occurrence of a Trust Enforcement Event, 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 
Property 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 Indenture Event of Default, not including any 
periods of grace provided for therein and irrespective of the giving of any 
notice provided therein); provided that, except for a default in the payment 
of principal of (or premium, if any) or interest on any of the Debentures, 
the Property Trustee shall be protected in withholding such notice if and so 
long as a Responsible Officer of the Property Trustee in good faith 
determines that the withholding of such notice is in the interests of the 
Holders of the Securities.

<PAGE>

                                                                            13

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

               (i)  a default under Sections 501(1) and 501(2) of the 
                    Indenture; or

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

                                    ARTICLE 3

                                  ORGANIZATION

          Section 3.1  Name and Organization.

          The Trust hereby continued is named "Barnett Capital II" 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 Barnett 
Banks, Inc., 50 North Laura Street, Jacksonville, Florida 32202.  On 10 
Business Days' written notice to the Holders of Securities, the Regular 
Trustees may designate another principal office.

          Section 3.3  Purpose.

          The exclusive purposes and functions of the Trust are (a) to issue 
and sell Securities and use the gross 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 as a grantor 
trust for United States federal income tax purposes.

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

<PAGE>

                                                                            14

          Section 3.4  Authority.

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

          (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(b), provided, that the registration 
statements referred to in Section 3.6(b)(i), including any amendments 
thereto, shall be signed by or on behalf of a majority 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 3.5  Title to Property of the Trust.

          Except as provided in Section 3.8 with respect to the Debentures, 
the Guarantee and the Property Account or as otherwise provided in this 
Declaration, legal title to all assets of the Trust shall be vested in the 
Trust.  The Holders shall not have legal title to any part of the assets of 
the Trust, but shall have an undivided beneficial ownership 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 establish the terms and form of the Capital Securities and 
the Common Securities in the manner specified in Section 7.1 and issue and 
sell the Capital Securities and the Common Securities in accordance with this 
Declaration; provided, however, that the Trust

<PAGE>

                                                                            15

may issue no more than two series of Capital Securities (which will consist 
exclusively of the Transfer Restricted Securities and the New Capital 
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 one-time, 
simultaneous issuance of both Transfer Restricted Securities and Common 
Securities on the Closing Date and a one-time issuance of New Capital 
Securities pursuant to an exchange offer required pursuant to the 
Registration Rights Agreement;

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

               (i)  execute and file with the Commission one or more 
                    registration statements on the applicable forms prepared 
                    by the Sponsor, including any amendments thereto, 
                    pertaining to the Capital Securities, the Guarantee and 
                    the Debentures;

              (ii)  if deemed necessary or desirable by the Sponsor, 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 National Market for listing of any 
                    Capital Securities, the Guarantee and the Debentures;

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

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

               (v)  execute and enter into a purchase agreement and other 
                    related agreements providing for the sale of the Capital 
                    Securities to the Initial Purchasers; and

              (vi)  execute and enter into the Registration Rights Agreement.

          (c)  to acquire the Debentures with the proceeds of the sale of the 
Capital 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 Property Trustee for the benefit of the Holders of 
the Capital Securities and the Holders of the Common Securities;

<PAGE>

                                                                            16

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

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

          (f)  to take all actions and perform such duties as may be required 
of the 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 Property 
Trustee has the exclusive power to bring such Legal Action;

          (h)  to employ or otherwise engage employees and agents (who may be 
designated as officers with titles) and managers, contractors, advisors and 
consultants to conduct only those services that the Regular Trustees have 
authority to conduct directly, and to and pay reasonable compensation for 
such services;

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

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

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

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

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

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

<PAGE>

                                                                            17

Capital Securities and the Holders of the Common Securities or to enable the 
Trust to effect the purposes for which the Trust was created;

          (o)  to take any action, not inconsistent with applicable law, that 
the Regular Trustees determine in their discretion to be necessary or 
desirable in carrying out the purposes and functions of the Trust as set out 
in Section 3.3 or 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 as a grantor trust for 
                    United States federal income tax purposes; and

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

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

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

          The Regular Trustees shall exercise the powers set forth in this 
Section 3.6 in a manner that is consistent with the purposes and functions of 
the Trust set out in Section 3.3, and the Regular Trustees shall have no 
power to, and shall not, take any action that is inconsistent with the 
purposes and functions of the Trust set forth in Section 3.3.

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

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

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

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

<PAGE>

                                                                            18

               (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 the Debentures (and any 
                    interest or proceeds received thereon) and the Guarantee 
                    (and the proceeds received thereon or with respect 
                    thereto);

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

              (iv)  make any loans or incur any indebtedness;

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

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

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

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

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

          Section 3.8  Powers and Duties of the Property Trustee.

          (a)  The legal title to the Debentures shall be owned by and held 
of record in the name of the Property Trustee in trust for the benefit of the 
Trust and the Holders of the Securities.  The right, title and interest of 
the Property Trustee to the Debentures shall vest automatically in each 
Person who may hereafter be appointed as Property Trustee in

<PAGE>

                                                                            19

accordance with Section 6.6. Such vesting and cessation of title shall be 
effective whether or not conveyancing documents with regard to the Debentures 
have been executed and delivered.

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

          (c)  The Property Trustee shall:

               (i)  establish and maintain a segregated non-interest bearing 
                    trust account (the "Property Account") in the name of and 
                    under the exclusive control of the Property Trustee on 
                    behalf of the Holders of the Securities and, upon the 
                    receipt of payments of funds made in respect of the 
                    Debentures held by the Property Trustee, deposit such 
                    funds into the Property Account and make payments to the 
                    Holders of the Capital Securities and Holders of the 
                    Common Securities from the Property Account in accordance 
                    with Section 7.2.  Funds in the Property Account shall be 
                    held uninvested until disbursed in accordance with this 
                    Declaration.  The Property Account shall be an account 
                    that is maintained with a banking institution the rating 
                    on whose long-term unsecured indebtedness is at least 
                    equal to the rating assigned to the Capital Securities by 
                    a "nationally recognized statistical rating 
                    organization", as that term is defined for purposes of 
                    Rule 436(g)(2) under the Securities Act;

              (ii)  engage in such ministerial activities as shall be 
                    necessary or appropriate to effect the redemption of the 
                    Capital 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 so directed and 
                    as shall be necessary or appropriate to effect the 
                    distribution of the Debentures to Holders of Securities 
                    upon the occurrence of a Special Event.

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

          (e)  The Property Trustee shall take any Legal Action which arises 
out of or in connection with a Trust Enforcement Event of which a Responsible 
Officer of the Property Trustee has actual knowledge or the Property 
Trustee's duties and obligations under this Declaration or the Trust 
Indenture Act.

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

<PAGE>

                                                                            20

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

          (g)  Subject to such limitations as are necessary to insure 
compliance with Section 3.3, the Property Trustee shall have the legal power 
to exercise all of the rights, powers and privileges of a holder of 
Debentures under the Indenture and, if a Trust Enforcement Event actually 
known to a Responsible Officer of the Property Trustee occurs and is 
continuing, the Property 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 Property Trustee may authorize one or more Persons (each, 
a "Paying Agent") to pay Distributions, redemption payments or liquidation 
payments on behalf of the Trust with respect to all Securities and any such 
Paying Agent shall comply with Section 317(b) of the Trust Indenture Act.  
Any Paying Agent may be removed by the Property Trustee at any time and a 
successor Paying Agent or additional Paying Agents may be appointed at any 
time by the Property Trustee.  In the event the Capital Securities do not 
remain in the form of one or more Global Securities, the Property Trustee 
will act as Paying Agent and may designate an additional or substitute Paying 
Agent at any time.

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

          The Property Trustee shall exercise the powers set forth in this 
Section 3.8 in a manner that is consistent with the purposes and functions of 
the Trust set out in Section 3.3, and the Property Trustee shall have no 
power to, and shall not, take any action that is inconsistent with the 
purposes and functions of the Trust set out in Section 3.3.

          Section 3.9  Certain Duties and Responsibilities of the Property 
Trustee.

          (a)  The Property Trustee, before the occurrence of any Trust 
Enforcement Event and after the curing of all Trust Enforcement Events that 
may have occurred, shall undertake to perform only such duties as are 
specifically set forth in this Declaration and no implied covenants shall be 
read into this Declaration against the Property Trustee.  In case a Trust 
Enforcement Event has occurred (that has not been cured or waived pursuant to 
Section 2.6) of which a Responsible Officer of the Property Trustee has 
actual knowledge, the Property Trustee shall exercise such of the rights and 
powers vested in it by this Declaration, and 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.

<PAGE>

                                                                            21

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

               (i)  prior to the occurrence of a Trust Enforcement Event and 
                    after the curing or waiving of all such Trust Enforcement 
                    events that may have occurred:

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

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

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

             (iii)  the Property Trustee shall not be liable with respect to 
                    any action taken or omitted to be taken by it without 
                    negligence, in good faith in accordance with the 
                    direction of the Holders of not less than a Majority in 
                    Liquidation Amount of the Securities relating to the 
                    time, method and place of conducting any proceeding for 
                    any remedy available to the Property Trustee, or 
                    exercising any trust or power conferred upon the Property 
                    Trustee under this Declaration;

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

<PAGE>

                                                                            22

                    satisfactory to the Property Trustee against such risk or 
                    liability is not reasonably assured to it;

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

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

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

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

          Section 3.10  Certain Rights of Property Trustee.

          (a)  Subject to the provisions of Section 3.9:

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

              (ii)  any direction or act of the Sponsor or the Regular 
                    Trustees contemplated by this Declaration shall be 
                    sufficiently evidenced by an Officers' Certificate (or, 
                    with respect to the establishment of the terms and form 
                    of the Securities by the Regular Trustees, by a Trustees' 
                    Authorization Certificate);

             (iii)  whenever in the administration of this Declaration, the 
                    Property Trustee shall deem it desirable that a matter be 
                    proved or established before

<PAGE>

                                                                            23

                    taking, suffering or omitting any action hereunder, the 
                    Property Trustee (unless other evidence is herein 
                    specifically prescribed) may, in the absence of bad faith 
                    on its part, request and conclusively rely upon an 
                    Officers' Certificate which, upon receipt of such 
                    request, shall be promptly delivered by the Sponsor or 
                    the Regular Trustees;

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

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

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

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

            (viii)  the Property Trustee may execute any of the trusts or 
                    powers hereunder or perform any duties hereunder either 
                    directly or by or through agents,

<PAGE>

                                                                            24

                    custodians, nominees or attorneys and the Property 
                    Trustee shall not be responsible for any misconduct or 
                    negligence on the part of any agent or attorney appointed 
                    with due care by it hereunder;

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

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

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

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

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

          Section 3.11  Delaware Trustee.

          Notwithstanding any other provision of this Declaration other than
Section 6.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware

<PAGE>

                                                                             25

Trustee have any of the duties and responsibilities of the Regular Trustees 
or the Property Trustee described in this Declaration. Except as set forth in 
Section 6.2, the Delaware Trustee shall be a Trustee for the sole and limited 
purpose of fulfilling the requirements of Section 3807 of the Business Trust 
Act.

          Section 3.12  Execution of Documents.

          Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Business Trust Act, any Regular Trustee is authorized
to execute on behalf of the Trust any documents that the Regular Trustees have
the power and authority to execute pursuant to Section 3.6.

          Section 3.13  Not Responsible for Recitals or Issuance of Securities.

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

          Section 3.14  Duration of Trust.

          The Trust shall exist until terminated pursuant to the provisions of
Article 8 hereof.

          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 Person, except as described in Section
3.15(b) and (c) and as set forth in Article 8.

          (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 Property
Trustee, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties substantially as an entirety to a trust
organized as such under the laws of any State; provided that:

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

                     a.  expressly assumes all of the obligations of the Trust 
                         under the Securities; or

                     b.  substitutes for the Capital Securities other 
                         securities having substantially the same terms as 
                         the Capital Securities (the "Successor Securities") 
                         so long as the Successor Securities rank


<PAGE>

                                                                             26

                         the same as the Capital Securities rank with respect 
                         to Distributions and payments upon liquidation, 
                         redemption and otherwise;

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

             (iii)  the Capital 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 any other or organization on which the 
                    Capital Securities are then listed or quoted;

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

               (v)  such merger, consolidation, amalgamation, replacement, 
                    conveyance, transfer or lease does not adversely affect 
                    the rights, preferences and privileges of the Holders of 
                    the Capital Securities (including any Successor 
                    Securities) in any material respect;

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

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

                    a.  such merger, consolidation, amalgamation, 
                        replacement, conveyance, transfer or lease does not 
                        adversely affect the rights, preferences and 
                        privileges of the Holders of the Capital Securities 
                        (including any Successor Securities) in any material 
                        respect;

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

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


<PAGE>

                                                                             27

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

              (ix)  such Successor Entity expressly assumes all of the 
                    obligations of the Trust with respect to the Trustees.

          (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 Person
or permit any other Person to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes and each Holder of the
Securities not to be treated as owning an undivided interest in the Debentures.

          Section 3.16  Property Trustee May File Proofs of Claim.

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

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

          (b)  to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.


<PAGE>

                                                                             28

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


                                    ARTICLE 4

                                     SPONSOR

          Section 4.1  Responsibilities of the Sponsor.

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

          (a)  to prepare for filing by the Trust with the Commission one or
more registration statements on the applicable forms, including any amendments
thereto, pertaining to the Capital Securities, the Guarantee and the Debentures;

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

          (c)  to prepare any filing by the Trust of an application to the New
York Stock Exchange, Inc. or any other national stock exchange or the Nasdaq
National Market for listing, if such filing is determined to be necessary or
desirable by the Sponsor;

          (d)  to prepare any filing by the Trust with the Commission of a
registration statement on Form 8-A, including any amendments thereto, if such
filing is determined to be necessary or desirable by the Sponsor;

          (e)  to negotiate the terms of a purchase agreement and other related
agreements providing for the sale of the Capital Securities to the Initial
Purchasers; and

          (f)  to negotiate the terms of the Registration Rights Agreement.

          Section 4.2  Indemnification and Expenses of the Trustee.

          The Sponsor, in its capacity as the Debenture Issuer, agrees to
indemnify the Property Trustee and the Delaware Trustee for, and to hold each of
them harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Property Trustee or the Delaware
Trustee, as the case may be, arising out of or in connection


<PAGE>

                                                                             29

with the acceptance or administration of the trust or trusts hereunder, 
including the costs and expenses of defending either of them against any 
claim or liability in connection with the exercise or performance of any of 
their respective powers or duties hereunder; the provisions of this Section 
4.2 shall survive the resignation or removal of the Delaware Trustee or the 
Property Trustee or the termination of this Declaration.

                                    ARTICLE 5

                         TRUST COMMON SECURITIES HOLDER

          Section 5.1  Debenture Issuer's Purchase of Common Securities.

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

          Section 5.2  Covenants of the Common Securities Holder.

          For so long as the Capital Securities remain outstanding, the Common
Securities Holder will covenant (i) to maintain directly 100% ownership of the
Common Securities, (ii) to cause the Trust to remain a statutory business trust
and not to voluntarily dissolve, wind up, liquidate or be terminated, except as
permitted by this Declaration, (iii) to use its commercially reasonable efforts
to ensure that the Trust will not be an investment company for purposes of the
Investment Company Act, and (iv) to take no action which would be reasonably
likely to cause the Trust to be classified as an association or a publicly
traded partnership taxable as a corporation for United States federal income tax
purposes.


                                    ARTICLE 6

                                    TRUSTEES

          Section 6.1  Number of Trustees.

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

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

          (b)  after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of a Majority in Liquidation
Amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities or by written consent in lieu of such meeting; provided
that the number of Trustees shall be at least three; and provided further that
(1) the Delaware 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


<PAGE>

                                                                             30

an entity which has its principal place of business in the State of Delaware; 
(2) at least one Regular Trustee is an employee or officer of, or is 
affiliated with, the Sponsor; and (3) one Trustee shall be the Property 
Trustee for so long as this Declaration is required to qualify as an 
indenture under the Trust Indenture Act, and such Trustee may also serve as 
Delaware Trustee if it meets the applicable requirements.

          Section 6.2  Delaware Trustee.

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

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

          (b)  if not a natural person, an entity which has its principal place
of business in the State of Delaware, and otherwise meets the requirements of
applicable law,

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

          Section 6.3  Property Trustee; Eligibility.

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

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

              (ii)  be a corporation organized and doing business under the 
                    laws of the United States of America or any State or 
                    Territory thereof or of the District of Columbia, or a 
                    corporation or other Person permitted by the Commission 
                    to act as an institutional trustee under the Trust 
                    Indenture Act, authorized under such laws to exercise 
                    corporate trust owners, having a combined capital and 
                    surplus of at least 50 million U.S. dollars 
                    ($50,000,000), and subject to supervision or examination 
                    by Federal, State, Territorial or District of Columbia 
                    authority.  If such Person publishes reports of condition 
                    at least annually, pursuant to law or to the requirements 
                    of the supervising or examining authority referred to 
                    above, then for the purposes of this Section 6.3(a)(ii), 
                    the combined capital and surplus of such Person shall be 
                    deemed to be its combined capital and surplus as set 
                    forth in its most recent report of condition so published.

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


<PAGE>

                                                                             31

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

          (d)  The 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.

          Section 6.4  Qualifications of Regular Trustees and Delaware Trustee
Generally.

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

          Section 6.5  Initial Trustees.

          The initial Regular Trustees shall be: 

          Paris P. Thermenos, Charles W. Newman and Patrick J. McCann, the
business address of all of whom is c/o Barnett Banks, Inc., 50 North Laura
Street, Jacksonville, Florida 32202.

          Section 6.6  Appointment, Removal and Resignation of Trustees.

          (a)  Subject to Section 6.6(b), Trustees may be appointed or removed
without cause at any time:

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

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

          (b)  The Trustee that acts as Property Trustee shall not be removed in
accordance with Section 6.6(a) until a successor Trustee possessing the
qualifications to act as Property Trustee under Section 3.8(h) (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Regular Trustees and the Sponsor.  The Trustee that acts as Delaware Trustee
shall not be removed in accordance with Section 6.6(a) until a successor Trustee
possessing the qualifications to act as Delaware Trustee under Sections 6.2 and
6.4 (a "Successor Delaware Trustee") has been appointed and has accepted such
appointment by


<PAGE>

                                                                             32

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

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

            a.  until a Successor Property Trustee has been appointed and has
                accepted such appointment by instrument executed by such
                Successor Property Trustee and delivered to the Trust, the
                Sponsor and the resigning Property Trustee; or

            b.  until the assets of the Trust have been completely liquidated
                and the proceeds thereof distributed to the holders of the
                Securities; and

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

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

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

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


<PAGE>

                                                                              33


          Section 6.7  Vacancies among Trustees.

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

          Section 6.8  Effect of Vacancies.

          The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, terminate, or 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 6.6, the Regular
Trustees in office, regardless of their number, shall have all the powers
granted to the Regular Trustees and shall discharge all the duties imposed upon
the Regular Trustees by this Declaration.

          Section 6.9  Meetings.

          If there is more than one Regular Trustee, meetings of the Regular
Trustees shall be held from time to time upon the call of any Regular Trustee. 
Regular meetings of the Regular Trustees may be held at a time and place fixed
by resolution of the Regular Trustees.  Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 48
hours before such meeting.  Notice of any telephonic meetings of the Regular
Trustees shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting.  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 6.10  Delegation of Power.

          (a)  Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any natural person over the age of 21 his, her or
its power for the purpose of

<PAGE>

                                                                              34


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.

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

          Section 6.11  Merger, Conversion, Consolidation or Succession to
                        Business.

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


                                    ARTICLE 7

                                 THE SECURITIES

          Section 7.1  General Provisions Regarding Securities.

          (a)  The Regular Trustees shall on behalf of the Trust issue a class
of capital securities representing undivided beneficial ownership interests in
the assets of the Trust (the "Transfer Restricted Securities"), a class of
capital securities to be only issued in exchange for the Transfer Restricted
Securities (the "New Capital Securities," and together with the Transfer
Restricted Securities the "Capital Securities"), and one class of common
securities representing undivided beneficial ownership interests in the assets
of the Trust (the "Common Securities").

               (i)  Capital Securities.  The Capital Securities of the Trust 
                    have an aggregate liquidation amount with respect to the 
                    assets of the Trust of $200,000,000 and a liquidation 
                    amount with respect to the assets of the Trust of $1,000 
                    per Capital Security.  The New Capital Security 
                    Certificates and the Transfer Restricted Capital 
                    Certificates evidencing the Capital Securities shall be 
                    substantially in the form of Exhibit A to the Declaration 
                    PROVIDED, that the New Capital Security Certificate shall 
                    not contain any of the provisions following the Property 
                    Trustee's or authenticating agent's authentication, with 
                    such changes and additions thereto or deletions therefrom 
                    as may be required by ordinary usage, 

<PAGE>

                                                                              35


                    custom or practice or to conform to the rules of any stock 
                    exchange on which the Capital Securities are listed.

              (ii)  Common Securities.  The Common Securities of the Trust have
                    an aggregate liquidation amount with respect to the 
                    assets of the Trust of $6,186,000 and a liquidation 
                    amount with respect to the assets of the Trust of $1,000 
                    per Common Security.  The Common Security Certificates 
                    evidencing the Common Securities shall be substantially 
                    in the form of Exhibit B to the Declaration, with such 
                    changes and additions thereto or deletions therefrom as 
                    may be required by ordinary usage, custom or practice.

          (b)  Payment of Distributions on, and the Redemption Price payable
upon a redemption of, the Capital Securities and the Common Securities, as
applicable, shall be made Pro Rata based on the liquidation amount of such
Capital Securities and Common Securities; provided, however, that if on any date
on which such amounts are payable an Indenture Event of Default shall have
occurred and be continuing, no payment of any distribution on, or the Redemption
Price of, any of the Common Securities, and no other payment on account of the
redemption, liquidation or other acquisition of such Common Securities, shall be
made unless payment in full in cash of all accumulated and unpaid Distributions
on all of the outstanding Capital Securities for all distribution periods
terminating on or prior thereto, or in the case of amounts payable on redemption
the full amount of the Redemption Price for all of the outstanding Capital
Securities then called for redemption, shall have been made or provided for, and
all funds available to the Property Trustee shall first be applied to the
payment in full in cash of all Distributions on, or amounts payable on
redemption of, the Capital Securities then due and payable.  

          (c)  The Trust shall issue no securities or other interests in the
assets of the Trust other than the Capital Securities and the Common Securities.

          (d)  The Certificates shall be signed on behalf of the Trust by a
Regular Trustee.  Such signature shall be the manual or facsimile signature of
any present or any future Regular Trustee.  In case a Regular Trustee of the
Trust who shall have signed any of the Certificates 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 Certificate, 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 one or more of 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.

<PAGE>

                                                                              36


          A Certificate shall not be valid until authenticated by the manual
signature of an authorized officer of the Property Trustee or the authenticating
agent.  Such signature shall be conclusive evidence that the Certificate has
been authenticated under this Declaration.

          Upon a written order of the Trust signed by one Regular Trustee, the
Property Trustee shall authenticate the Certificates for original issue.  The
aggregate number of Capital Securities outstanding at any time shall not exceed
the liquidation amount set forth in Section 7(a)(i).

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

          (e)  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.

          (f)  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.

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

          (h)  The Securities shall have no preemptive rights.

          Section 7.2  Distributions.

          (a)  Holders of Securities shall be entitled to receive cumulative
cash distributions at the rate per annum of 7.95% of the stated liquidation
amount of $1,000 per Security, calculated on the basis of a 360-day year
consisting of twelve 30-day months.  For any period shorter than a full 180-day
semi-annual period, distributions will be computed on the basis of the actual
number of days elapsed in such 180-day semi-annual period.  Except as otherwise
provided in Section 7.1(b), Distributions shall be made on the Capital
Securities and the Common Securities on a Pro Rata basis.  Distributions on the
Securities shall, from the date of original issue, accrue and be cumulative and
shall be payable semi-annually only to the extent that the Trust has funds
available for the payment of such Distributions in the Property Account. 
Distributions not paid on the scheduled payment date will accumulate and
compound semi-annually at the rate of 7.95% per annum ("Compounded
Distributions").  "Distributions" shall mean ordinary cumulative distributions
together with any Compounded Distributions.  If and to the extent that the
Debenture Issuer makes a payment of interest (including Compounded Interest (as
defined in the Indenture)), premium and/or principal on 

<PAGE>

                                                                              37


the Debentures held by the Property Trustee (the amount of any such payment 
being a "Payment Amount"), the Property Trustee shall and is directed, to the 
extent funds are available for that purpose and, except as otherwise provided 
in Section 7.1(b), to make a Pro Rata distribution (a "Distribution") of the 
Payment Amount to Holders.

          (b)  Distributions on the Securities will be cumulative, will accrue
from the date of initial issuance and will be payable semi-annually in arrears
on each June 1 and December 1, commencing June 1, 1997, when, as and if
available for payment, by the Property Trustee, except as otherwise described
below.  If Distributions are not paid when scheduled, the accrued Distributions
shall be paid to the Holders of record of Securities as they appear on the books
and records of the Trust on the record date as determined under Section 7.2(c).

          (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, which relevant record date shall be the 15th of the month prior to
the relevant payment dates.  In the event that any date on which Distributions
are payable on the Securities is not a Business Day, payment of the Distribution
payable on such date will be made on the next succeeding day which is a Business
Day (without any interest or other payment in respect of any such delay) with
the same force and effect as if made on such date.

          Section 7.3  Redemption of Securities.

          (a)  Except as otherwise provided in Section 7.1(b), upon the
repayment or redemption, in whole or in part, of the Debentures, the proceeds
from such repayment or redemption shall be simultaneously applied Pro Rata to
redeem Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Debentures so repaid or redeemed for an amount equal to
the redemption price paid by the Debenture Issuer in respect of such Debentures
plus an amount equal to accrued and unpaid Distributions thereon through the
date of the redemption or such lesser amount as shall be received by the Trust
in respect of the Debentures so repaid or redeemed (the "Redemption Price"). 
Holders will be given not less than 30 or more than 60 days notice of such
redemption.

          (b)  If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Capital Securities will be redeemed Pro
Rata and the Capital Securities to be redeemed will be redeemed as described in
Section 7.4 below.

          (c)  If, at any time, a Special Event shall occur and be continuing,
the Regular Trustees may elect to, unless the Debentures are redeemed, within 90
days following the occurrence of such Special Event, subject to the receipt of
any necessary approval by the Federal Reserve,  dissolve the Trust upon not less
than 30 nor more than 60 days' notice and, after satisfaction of creditors, if
any, cause the Debentures to be distributed to the Holders of the Securities in
liquidation of the Trust.

          (d)  On the date fixed for any distribution of Debentures, upon
dissolution of the Trust, (i) the Capital Securities and the Common Securities
will no longer be deemed to 

<PAGE>

                                                                              38


be outstanding and (ii) certificates representing Securities will be deemed 
to represent the Debentures having an aggregate principal amount equal to the 
stated liquidation amount of, and bearing accrued and unpaid distributions 
equal to accrued and unpaid Distributions on, such Securities until such 
certificates are presented to the Sponsor or its agent for transfer or 
reissuance.

          Section 7.4  Redemption Procedures.

          (a)  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 7.4, 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.

          (b)  If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Capital Securities will be redeemed and
the Capital Securities to be redeemed will be redeemed as described below.  The
Trust may not redeem the Securities in part unless all accrued and unpaid
interest has been paid in full on all Securities then outstanding plus accrued
but unpaid interest to the date of redemption.  For all purposes of this
Declaration, unless the context otherwise requires, all provisions relating to
the redemption of Capital Securities shall relate, in the case of any Capital
Security redeemed or to be redeemed only in part, to the portion of the
aggregate liquidation preference of Capital Securities which has been or is to
be redeemed.

          (c)  If Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice, which notice may only be issued if the
Debentures are redeemed as set out in this Section 7.4 (which notice will be
irrevocable), then (A) by 12:00 noon, New York City time, on the redemption
date, the Property Trustee will deposit irrevocably with the DTC (in the case of
book-entry form Capital Securities) or its nominee (or successor Clearing Agency
or its nominee) funds sufficient to pay the applicable Redemption Price with
respect to the Capital Securities and will give the DTC irrevocable instructions
and authority to pay the Redemption Price to the Holders of the Capital
Securities, and (B) with respect to Capital Securities and Common Securities
issued in definitive form, the Property 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, then immediately prior to the close of business on
the date of such deposit, Distributions will cease to accrue on the Securities
so 

<PAGE>

                                                                              39


called for redemption and all rights of Holders of such Securities will
cease, except the right of the Holders of such Securities to receive the
Redemption Price, but without interest on such Redemption Price.  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 Property Trustee or by
the sponsor as guarantor pursuant to the Guarantee, Distributions on such
Securities will continue to accrue at the then applicable rate 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.  For these purposes, the applicable Redemption
Price shall not include Distributions which are being paid to Holders who were
Holders on a relevant record date.  Upon satisfaction of the foregoing
conditions, then immediately prior to the close of business on the date of such
deposit or payment, all rights of Holders of such Debentures so called for
redemption will cease, except the right of the Holders to receive the Redemption
Price, but without interest on such Redemption Price, and from and after the
date fixed for redemption, such Debentures will not accrue Distributions or bear
interest.

          Neither the Regular Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have been
called for redemption.

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

          Section 7.5  Voting Rights of Capital Securities.

          (a)  Except as provided under this Article VII and as otherwise
required by the Business Trust Act, the Trust Indenture Act and other applicable
law, the Holders of the Capital Securities will have no voting rights.

          (b)  Subject to the requirement of the Property Trustee obtaining a
tax opinion in certain circumstances set forth in Section 7.5(d) below, the
Holders of a Majority in liquidation amount of the Capital Securities have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Property Trustee, or to direct the exercise of any trust
or power conferred upon the Property Trustee under the Declaration, including
the right to direct the Property Trustee, as holder of the Debentures, to 
(i) exercise the remedies available to it under the Indenture as a holder of the
Debentures or (ii) consent to any amendment or modification of the Indenture or
the Debentures where such consent shall be required; provided, however, that
where a consent or action under the Indenture would require the consent or act
of the holders of more than a majority of the aggregate liquidation amount of
Debentures affected thereby, only the Holders of the 

<PAGE>

                                                                              40


percentage of the aggregate stated liquidation amount of the Capital 
Securities which is at least equal to the percentage required under the 
Indenture may direct the Property Trustee to give such consent to take such 
action.

          (c)  If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of record of Capital Securities has made a written
request, such Holder of record of Capital Securities may institute a legal
proceeding, to the fullest extent permitted by laws directly against the
Debenture Issuer to enforce the Property Trustee's rights under the Indenture
without first instituting any legal proceeding against the Property Trustee or
any other Person.  Notwithstanding the foregoing, if a Trust Enforcement Event
has occurred and is continuing and such event is attributable to the failure of
the Debenture Issuer to make any required payment when due under the Indenture,
then a Holder of Capital Securities may directly institute a proceeding against
the Debenture Issuer for enforcement of such payment under the Indenture.

          (d)  The Property Trustee shall notify all Holders of the Capital
Securities of any notice of any Indenture Event of Default received from the
Debenture Issuer with respect to the Debentures.  Such notice shall state that
such Indenture Event of Default also constitutes a Trust Enforcement Event. 
Except with respect to directing the time, method, and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to
take any of the actions described in clause 7.4(b)(i) and (ii) above unless the
Property Trustee has obtained an opinion of independent tax counsel to the
effect that as a result of such action, the Trust will not fail to be classified
as a grantor trust for United States federal income tax purposes and each Holder
will be treated as owning an undivided beneficial ownership interest in the
Debentures.

          (e)  In the event the consent of the Property Trustee, as the holder
of the Debentures, is required under the Indenture with respect to any amendment
or modification of the Indenture, the Property Trustee shall request the
direction of the Holders of the Securities with respect to such amendment or
modification and shall vote with respect to such amendment or modification 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 more than a majority of the
aggregate principal amount of the Debentures, the Property Trustee may only give
such consent at the direction of the Holders of at least the same proportion in
aggregate stated liquidation amount of the Securities.  The Property Trustee
shall not take any such action in accordance with the directions of the Holders
of the Securities unless the Property Trustee has obtained an opinion of tax
counsel to the effect that, as a result of such action, the Trust will not be
classified as other than a grantor trust for United States federal income tax
purposes and each Holder will be treated as owning an undivided beneficial
ownership interest in the Debentures.

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

          (g)  Any required approval or direction of Holders of Capital
Securities may be given at a separate meeting of Holders of Capital Securities
convened for such purpose, at a 


<PAGE>
                                                                            41

meeting of all of the Holders of Securities or pursuant to written consent.  
The Regular Trustees will cause a notice of any meeting at which Holders of 
Capital Securities are entitled to vote, or of any matter upon which action 
by written consent of such Holders is to be taken, to be mailed to each 
Holder of record of Capital Securities.  Each such notice will include a 
statement setting forth the following information: (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.

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

          (i)  Notwithstanding that Holders of Capital Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Securities that are owned at such time by the Debenture Issuer or any entity
directly or indirectly controlled by, or under direct or indirect common control
with, the Debenture Issuer, shall not be entitled to vote or consent and shall,
for purposes of such vote or consent, be treated as if such Securities were not
outstanding, provided, however that persons otherwise eligible to vote to whom
the Debenture Issuer or any of its subsidiaries have pledged Capital Securities
may vote or consent with respect to such pledged Capital Securities under any of
the circumstances described herein.

          (j)  Holders of the Capital Securities will have no rights to appoint
or remove the Trustees, who may be appointed, removed or replaced solely by the
Debenture Issuer, as the Holder of all of the Common Securities.

          Section 7.6  Voting Rights of Common Securities.

          (a)  Except as provided under Section 6.1(b) or this Section 7.6 or as
otherwise required by the Business Trust Act, the Trust Indenture Act or other
applicable law or provided by 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 all
Trust Enforcement Events with respect to the Capital Securities have been cured,
waived, or otherwise eliminated and subject to the requirement of the Property
Trustee obtaining a tax opinion in certain circumstances set forth in this
paragraph (c), the Holders of a Majority in liquidation amount of the Common
Securities have the right to direct the time, method and place of conduction any
proceeding for any remedy available to the Property Trustee, or direct the
exercise of any trust or power conferred upon the Property Trustee under the
Declaration, including the right to direct the Property Trustee, as holder of
the Debentures, to 

<PAGE>
                                                                            42

(i) exercise the remedies available to it under the Indenture as a holder of 
the Debentures, or (ii) consent to any amendment or modification of the 
Indenture or the Debentures where such consent shall be required; provided, 
however, that where a consent or action under the Indenture would require the 
consent or act of the Holders of more than a majority of the aggregate 
liquidation amount of Debentures affected thereby, only the Holders of the 
percentage of the aggregate stated liquidation amount of the Common 
Securities which is at least equal to the percentage required under the 
Indenture may direct the Property Trustee to have such consent or take such 
action.  Except with respect to directing the time, method, and place of 
conducting a proceeding for a remedy, the Property Trustee shall be under no 
obligation to take any of the actions described in clause 7.6(c)(i) and (ii) 
above unless the Property Trustee has obtained an opinion of independent tax 
counsel to the effect that, as a result of such action, for United States 
federal income tax purposes the Trust will not fail to be classified as a 
grantor trust and each Holder will be treated as owning an undivided 
beneficial ownership interest in the Debentures.

          (d)  If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of record of Common Securities has made a written
request, to the fullest extent permitted by law, such Holder of record of Common
Securities may directly institute a legal proceeding directly against the
Debenture Issuer, as sponsor of the Trust, to enforce the Property Trustee's
rights under the Debentures without first instituting any legal proceeding
against the Property Trustee or any other Person.

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

          (f)  Any required 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 or
pursuant to written consent.  The Regular Trustees will cause a notice of any
meeting at which Holders of Trust Common Securities are entitled to vote, or of
any matter on 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 the following information: (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.

          (g)  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 Debentures in accordance with the Declaration and the terms of the
Securities.

          Section 7.7  Paying Agent.

          In the event that any Capital 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 Capital Securities may be
presented for payment ("Paying Agent").  The Trust may appoint the paying agent
and may appoint one or more additional paying 

<PAGE>
                                                                            43

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 the Holders.  The Trust shall notify the 
Property Trustee of the name and address of any Paying Agent not a party to 
this Declaration.  If the Trust fails to appoint or maintain another entity 
as Paying Agent, the Property Trustee shall act as such.  The Trust or any of 
its Affiliates may act as Paying Agent.  The First National Bank of Chicago 
shall initially act as Paying Agent for the Capital Securities and the Common 
Securities.

          Section 7.8  Transfer of Securities.

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

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

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

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

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

          (f)  If the Securities are to be redeemed in part, the Trust shall not
be required (A) to issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for
redemption pursuant to Section's 7.3 and 7.4 hereof and ending at the close of
business on the day of such mailing, or (B) to register the transfer of or

<PAGE>
                                                                            44

exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

          Section 7.9  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, the Sponsor and the
Trust 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 7.9, 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.

          Section 7.10  Deemed Security Holders.

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

          Section 7.11  Global Securities.

          If the Trust shall establish that the Capital Securities are to be
issued in the form of one or more Global Securities (each, a "Global Security"),
then a Regular Trustee on behalf of the Trust shall execute (by manual or
facsimile signature) and the Property Trustee shall authenticate and deliver one
or more Global Securities that (i) shall represent and shall be denominated in
an amount equal to the aggregate liquidation amount of all of the Capital
Securities to be issued in the form of Global Securities and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Global Security
or Capital Securities or the nominee of such Depositary, and (iii) shall be
delivered by the Property Trustee to such Depositary or pursuant to such
Depositary's instructions.  Global Securities shall bear a legend substantially
to the following effect:

<PAGE>
                                                                            45

          "This Capital Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary.  Notwithstanding the provisions of Section 7.8,
unless and until it is exchanged in whole or in part for Capital Securities in
definitive registered form, a Global Security representing all or a part of the
Capital Securities may not be transferred in the manner provided in Section 7.8
except as a whole by the Depositary to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.  Every Capital Security delivered
upon registration or transfer of, or in exchange for, or in lieu of, this Global
Security shall be a Global Security subject to the foregoing, except in the
limited circumstances described above.  Unless this certificate is presented by
an authorized representative of DTC to the Trust or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is to be made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein."  

          Definitive Capital Securities issued in exchange for all or a part of
a Global Security pursuant to this Section 7.11 shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Property Trustee.  Upon execution and authentication, the Property
Trustee shall deliver such definitive Capital Securities to the Persons in whose
names such definitive Capital Securities are so registered.


          At such time as all interests in Global Securities have been redeemed,
repurchased or canceled, such Global Securities shall be, upon receipt thereof,
canceled by the Property Trustee in accordance with standing procedures and
instructions existing between the Depositary and the Custodian.  At any time
prior to such cancellation, if any interest in Global Securities is exchanged
for definitive Capital Securities, redeemed, canceled or transferred to a
transferee who receives definitive Capital Securities therefor or any definitive
Capital Security is exchanged or transferred for part of Global Securities, the
principal amount of such Global Securities shall, in accordance with the
standing procedures and instructions existing between the Depositary and the
Custodian, be reduced or increased, as the case may be, and an endorsement shall
be made on such Global Securities by the Property Trustee or the Custodian, at
the direction of the Property Trustee, to reflect such reduction or increase.

          The Trust and the Property Trustee may for all purposes, including the
making of payments due on the Capital Securities, deal with the Depositary as
the authorized representative of the Holders for the purposes of exercising the
rights of Holders hereunder.  The rights of the owner of any beneficial interest
in a Global Security shall be limited to those established by law and agreements
between such owners and depository participants or Euroclear and Cedel;
PROVIDED, that no such agreement shall give any rights to any Person against the
Trust or the Property Trustee without the written consent of the parties so
affected.  Multiple requests and directions from and votes of the Depositary as
holder of Capital 

<PAGE>
                                                                            46

Securities in global form with respect to any particular matter shall not be 
deemed inconsistent to the extent they do not represent an amount of Capital 
Securities in excess of those held in the name of the Depositary or its 
nominee.

          If at any time the Depositary for any Capital Securities represented
by one or more Global Securities notifies the Trust that it is unwilling or
unable to continue as Depositary for such Capital Securities or if at any time
the Depositary for such Capital Securities shall no longer be eligible under
this Section 7.11, the Trust shall appoint a successor Depositary with respect
to such Capital Securities.  If a successor Depositary for such Capital
Securities is not appointed by the Trust within 90 days after the Trust receives
such notice or becomes aware of such ineligibility, the Trust's election that
such Capital Securities be represented by one or more Global Securities shall no
longer be effective and a Regular Trustee on behalf of the Trust shall execute
by manual or facsimile signature, and the Property Trustee will authenticate and
deliver Capital Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount
of the Global Security or Capital Securities representing such Capital
Securities in exchange for such Global Security or Capital Securities.

          The Trust may at any time and in its sole discretion determine that
the Capital Securities issued in the form of one or more Global Securities shall
no longer be represented by a Global Security or Capital Securities.  In such
event a Regular Trustee on behalf of the Trust shall execute by manual or
facsimile signature, and the Property Trustee, shall authenticate and deliver,
Capital Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount
of the Global Security or Capital Securities representing such Capital
Securities, in exchange for such Global Security or Capital Securities.

          Notwithstanding any other provisions of this Declaration (other than
the provisions set forth in Section 7.12, Global Securities may not be
transferred as a whole except by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

          Interests of beneficial owners in Global Security may be transferred
or exchanged for definitive Capital Securities and definitive Capital Securities
may be transferred or exchange for Global Securities in accordance with rules of
the Depositary and the provisions of Section 7.13.

          Any Capital Security in global form may be endorsed with or have
incorporated in the text thereof such legends or recitals or changes not
inconsistent with the provisions of this Declaration as may be required by the
Custodian, the Depositary or by the National Association of Securities Dealers,
Inc. in order for the Capital Securities to be tradeable on the PORTAL Market or
as may be required for the Capital Securities to be tradeable on any other
market developed for trading of securities pursuant to Rule 144A or required to
comply with any applicable law or any regulation thereunder or with Regulation S
or with the rules and regulations of any securities exchange upon which the
Capital Securities 

<PAGE>
                                                                            47

may be listed or traded or to conform with any usage with respect thereto, or 
to indicate any special limitations or restrictions to which any particular 
Capital Securities are subject.

          Section 7.12  Restrictive Legend.

          (a)   Each Global Security and definitive Capital Security that
constitutes a Restricted Security shall bear the following legend (the "Private
Placement Legend") on the face thereof until three years after the later of the
date of original issue and the last date on which the Sponsor or any affiliate
of the Sponsor was the owner of such Capital Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date"), unless otherwise agreed by
the Trust and the Holder thereof:

          "THIS CAPITAL SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
     STATE SECURITIES LAWS AND NEITHER THIS CAPITAL SECURITY NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
     ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH
     PURCHASER OF THIS CAPITAL SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY
     BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
     SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THIS
     CAPITAL SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES AND
     AGREES FOR THE BENEFIT OF THE TRUST THAT: (I) IT HAS ACQUIRED A
     "RESTRICTED" SECURITY WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT; (II) IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL
     SECURITY PRIOR TO THE LATER OF THE DATE WHICH IS THREE YEARS AFTER THE DATE
     OF ORIGINAL ISSUANCE HEREOF AND THE LAST DATE ON WHICH THE TRUST OR ANY
     AFFILIATE OF THE TRUST WAS THE OWNER OF SUCH RESTRICTED SECURITIES (OR ANY
     PREDECESSOR) EXCEPT (A) TO THE TRUST, (B) PURSUANT TO A REGISTRATION
     STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
     FOR SO LONG AS THIS CAPITAL SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
     RULE 144A, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
     INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
     A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) OUTSIDE THE UNITED
     STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
     SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
     ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
     STATES OR ANY APPLICABLE JURISDICTION; AND (III) IT WILL, AND EACH
     SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS
     CAPITAL SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (II) ABOVE, ANY
     OFFER, SALE OR 

<PAGE>
                                                                            48

     OTHER DISPOSITION PURSUANT TO THE FOREGOING CLAUSES (II)(D)
     AND (E) IS SUBJECT TO THE RIGHT OF THE ISSUER OF THIS CAPITAL SECURITY AND
     THE PROPERTY TRUSTEE FOR SUCH CAPITAL SECURITIES TO REQUIRE THE DELIVERY OF
     AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION ACCEPTABLE TO
     THEM IN FORM AND SUBSTANCE."

          Any Capital Security (or security issued in exchange or substitution
therefor) as to which such restrictions on transfer shall have expired in
accordance with their terms may, upon satisfaction of the requirements of
Section 7.12(b) and surrender of such Capital Security for exchange to the
Capital Security registrar in accordance with the provisions of this Section
7.12(a), be exchanged for a new Capital Security or Capital Securities, of like
tenor and aggregate liquidation amount, which shall not bear the restrictive
legend required by this Section 7.12(a).

          Upon any sale or transfer of any Restricted Security (including any
interest in a Global Security) (i) that is effected pursuant to an effective
registration statement under the Securities Act or (ii) in connection with which
the Trustee receives certificates and other information (including an opinion of
counsel, if requested) reasonably acceptable to the Debenture Issuer and the
Trustee to the effect that such security will no longer be subject to the resale
restrictions under federal and state securities laws, then (A) in the case of a
Restricted Security in definitive form, the Capital Security registrar or
co-registrar shall permit the holder thereof to exchange such Restricted
Security for a security that does not bear the legend set forth in Section
314(a), and shall rescind any such restrictions on transfer and (B) in the case
of Restricted Securities represented by a Global Security, such Capital Security
shall no longer be subject to the restrictions contained in the legend set forth
in Section 7.12(a) (but still subject to the other provisions hereof).  In
addition, any Capital Security (or security issued in exchange or substitution
therefor) as to which the restrictions on transfer described in the legend set
forth in Section 7.12(a) have expired by their terms, may, upon surrender
thereof (in accordance with the terms of this Indenture) together with such
certifications and other information (including an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Debenture Issuer, addressed to the Debenture Issuer
and the Trustee and in a form acceptable to the Debenture Issuer, to the effect
that the transfer of such Restricted Security has been made in compliance with
Rule 144 or such successor provision) acceptable to the Debenture Issuer and the
Trustee as either of them may reasonably require, be exchanged for a new Capital
Security or Capital Securities of like tenor and aggregate principal amount,
which shall not bear the restrictive legends set forth in Section 7.12(a).

          Section 7.13  Special Transfer Provisions.

          (a)  At any time at the request of the beneficial holder of a Capital
Security in global form, such beneficial holder shall be entitled to obtain a
definitive Capital Security upon written request to the Property Trustee in
accordance with the standing instructions and procedures existing between the
Depositary and the Property Trustee for the issuance thereof.  Any transfer of a
beneficial interest in a Capital Security in global form which cannot be

<PAGE>

                                                                            49

effected through book-entry settlement must be effected by the delivery to 
the transferee (or its nominee) of a definitive Capital Security or 
Securities registered in the name of the transferee (or its nominee) on the 
books maintained by the Security Registrar.  With respect to any such 
transfer, the Property Trustee will cause, in accordance with the standing 
instructions and procedures existing between the Depositary and the Property 
Trustee, the aggregate liquidation amount of the Global Security to be 
reduced and, following such reduction, the Property Trustee will cause 
Definitive Capital Securities in the appropriate aggregate liquidation amount 
in the name of such transferee (or its nominee) and bearing such restrictive 
legends as may be required by this Declaration to be delivered.  In 
connection with any such transfer, the Property Trustee may request such 
representations and agreements relating to the restrictions on transfer of 
such Capital Securities from such transferee (or such transferee's nominee) 
as the Property Trustee may reasonably require.

          (b)  So long as the Capital Securities are eligible for book-entry 
settlement, or unless otherwise required by law, upon any transfer of a 
definitive Capital Security to a QIB in accordance with Rule 144A, unless 
otherwise requested by the transferor, and upon receipt of the definitive 
Capital Security being so transferred, together with a certification from the 
transferor that the transferor reasonably believes the transferee is a QIB 
(or other evidence satisfactory to the Property Trustee), the Property 
Trustee shall make an endorsement on the Restricted Global Security to 
reflect an increase in the aggregate liquidation amount of the Restricted 
Global Security, and the Property Trustee shall cancel such definitive 
Capital Security and cause, in accordance with the standing instructions and 
procedures existing between the Depositary and the Property Trustees, the 
aggregate liquidation amount of Capital Securities represented by the 
Restricted Global Security to be increased accordingly.

          (c)  So long as the Capital Securities are eligible for book-entry 
settlement, or unless otherwise required by law, upon any transfer of a 
definitive Capital Security in accordance with Regulation S, if requested by 
the transferor, and upon receipt of the definitive Capital Security or 
Capital Securities being so transferred, together with a certification from 
the transferor that the transfer was made in accordance with Rule 903 or 904 
of Regulation S or Rule 144 under the Securities Act (or other evidence 
satisfactory to the Property Trustee), the Property Trustee shall make an 
endorsement on the Regulation S Global Security to reflect an increase in the 
aggregate liquidation amount of the Capital Securities represented by the 
Regulation S Global Security, the Property Trustee shall cancel such 
definitive Capital Security or Capital Securities and cause, in accordance 
with the standing instructions and procedures existing between the Depositary 
and the Property Trustee, the aggregate liquidation amount of Capital 
Securities represented by the Regulation S Global Security to be increased 
accordingly.

          (d)  If a holder of a beneficial interest in the Restricted Global 
Security wishes at any time to exchange its interest in the Restricted Global 
Security for an interest in the Regulation S Global Security, or to transfer 
its interest in the Restricted Global Security to a Person who wishes to take 
delivery thereof in the form of an interest in the Regulation S Global 
Security, such holder may, subject to the rules and procedures of the 
Depositary and to the requirements set forth in the following sentence, 
exchange or cause the exchange or transfer or cause the transfer of such 
interest for an equivalent beneficial interest in the 

<PAGE>

                                                                            50

Regulation S Global Security.  Upon receipt by the Property Trustee, as 
transfer agent, of (1) instructions given in accordance with the Depositary's 
procedures from or on behalf of a holder of a beneficial interest in the 
Restricted Global Security, directing the Property Trustee (via DWAC), as 
transfer agent, to credit or cause to be credited a beneficial interest in 
the Regulation S Global Security in an amount equal to the beneficial 
interest in the Restricted Global Security to be exchanged or transferred, 
(2) a written order given in accordance with the Depositary's procedures 
containing information regarding the Euroclear or Cedel account to be 
credited with such increase and the name of such account, and (3) a 
certificate given by the holder of such beneficial interest stating that the 
exchange or transfer of such interest has been made pursuant to and in 
accordance with Rule 903 or Rule 904 of Regulation S or Rule 144 under the 
Securities Act (or other evidence satisfactory to the Property Trustee), the 
Property Trustee, as transfer agent, shall promptly deliver appropriate 
instructions to the Depositary (via DWAC), its nominee, or the custodian for 
the Depositary, as the case may be, to reduce or reflect on its records a 
reduction of the Restricted Global Security by the aggregate liquidation 
amount of the beneficial interest in such Restricted Global Security to be so 
exchanged or transferred from the relevant participant, and the Property 
Trustee, as transfer agent, shall promptly deliver appropriate instructions 
(via DWAC) to the Depositary, its nominee, or the custodian for the 
Depositary, as the case may be, concurrently with such reduction, to increase 
or reflect on its records an increase of the liquidation amount of such 
Regulation S Global Security by the aggregate liquidation amount of the 
beneficial interest in such Restricted Global Security to be so exchanged or 
transferred, and to credit or cause to be credited to the account of the 
Person specified in such instructions (who may be Morgan Guaranty Trust 
Company of New York, Brussels office, as operator of Euroclear or Cedel or 
another agent member of Euroclear or Cedel, or both, as the case may be, 
acting for and on behalf of them) a beneficial interest in such Regulation S 
Global Security equal to the reduction in the liquidation amount of such 
Restricted Global Security.

          (e)  If a holder of a beneficial interest in the Regulation S 
Global Security wishes at any time to exchange its interest in the Regulation 
S Global Security for an interest in the Restricted Global Security, or to 
transfer its interest in the Regulation S Global Security to a Person who 
wishes to take delivery thereof in the form of an interest in the Restricted 
Global Security, such holder may, subject to the rules and procedures of 
Euroclear or Cedel and the Depositary, as the case may be, and to the 
requirements set forth in the following sentence, exchange or cause the 
exchange or transfer or cause the transfer of such interest for an equivalent 
beneficial interest in such Restricted Global Security.  Upon receipt by the 
Property Trustee, as transfer agent, of (l) instructions given in accordance 
with the procedures of Euroclear or Cedel and the Depositary, as the case may 
be, from or on behalf of a beneficial owner of an interest in the Regulation 
S Global Security directing the Property Trustee, as transfer agent, to 
credit or cause to be credited a beneficial interest in the Restricted Global 
Security in an amount equal to the beneficial interest in the Regulation S 
Global Security to be exchanged or transferred, (2) a written order given in 
accordance with the procedures of Euroclear or Cedel and the Depositary, as 
the case may be, containing information regarding the account with the 
Depositary to be credited with such increase and the name of such account, 
and (3) prior to the expiration of the Restricted Period, a certificate given 
by the holder of such beneficial interest and stating that the Person 
transferring such interest in such Regulation S Global Security reasonably 
believes that the Person acquiring 

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                                                                            51

such interest in the Restricted Global Security is a QIB and is obtaining 
such beneficial interest in a transaction meeting the requirements of Rule 
144A and any applicable securities laws of any state of the United States or 
any other jurisdiction (or other evidence satisfactory to the Property 
Trustee), the Property Trustee, as transfer agent, shall promptly deliver 
(via DWAC) appropriate instructions to the Depositary, its nominee, or the 
custodian for the Depositary, as the case may be, to reduce or reflect on its 
records a reduction of the Regulation S Global Security by the aggregate 
liquidation amount of the beneficial interest in such Regulation S Global 
Security to be exchanged or transferred, and the Property Trustee, as 
transfer agent, shall promptly deliver (via DWAC) appropriate instructions to 
the Depositary, its nominee, or the custodian for the Depositary, as the case 
may be, concurrently with such reduction, to increase or reflect on its 
records an increase of the liquidation amount of the Restricted Global 
Security by the aggregate liquidation amount of the beneficial interest in 
the Regulation S Global Security to be so exchanged or transferred, and to 
credit or cause to be credited to the account of the person specified in such 
instructions a beneficial interest in the Restricted Global Security equal to 
the reduction in the liquidation amount of the Regulation S Global Security.  
After the expiration of the Restricted Period, the certification requirement 
set forth in clause (3) of the second sentence of this Section 7.13(e) will 
no longer apply to such exchanges and transfers.

          (f)  Any beneficial interest in one of the Global Securities that 
is transferred to a Person who takes delivery in the form of an interest in 
the other Global Security will, upon transfer, cease to be an interest in 
such Global Security and become an interest in the other Global Security and, 
accordingly, will thereafter be subject to all transfer restrictions and 
other procedures applicable to beneficial interests in such other Global 
Security for as long as it remains such an interest.

          (g)  Prior to or on the 40th day after the later of the 
commencement of the offering of the Capital Securities and the Closing Date 
(the "Restricted Period"), beneficial interests in a Regulation S Global 
Security may only be held through Morgan Guaranty Trust Company of New York, 
Brussels office, as operator of Euroclear or Cedel or another agent member of 
Euroclear and Cedel acting for and on behalf of them, unless delivery is made 
through the Restricted Global Security in accordance with the certification 
requirements hereof. During the Restricted Period, interests in the 
Regulation S Global Security, may be exchanged for interests in the 
Restricted Global Security or for definitive Securities only in accordance 
with the certification requirements described above.

                                   ARTICLE 8

                      DISSOLUTION AND TERMINATION OF TRUST

          Section 8.1  Dissolution and Termination of Trust.

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

              (i)   the bankruptcy of the Holder of the Common Securities or the
                    Sponsor;

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                                                                            52

              (ii)  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 
                    obtaining the consent of the Holders of at least a Majority 
                    in Liquidation Amount of the Securities to the filing of a 
                    certificate of cancellation with respect to the Trust or the
                    revocation of the Sponsor's charter and the expiration of 90
                    days after the date of revocation without a reinstatement 
                    thereof;

              (iii) the entry of a decree of judicial dissolution of the Sponsor
                    or the Trust;

              (iv)  the time when all of the Securities shall have matured or 
                    been called for redemption and the amounts then due shall 
                    have been paid to the Holders in accordance with the terms 
                    of the Securities;

              (v)  upon the election of the Regular Trustees, following the 
                   occurrence and continuation of a Special Event and subject to
                   the receipt of any necessary approvals by the Federal 
                   Reserve, pursuant to which the Trust shall have been 
                   dissolved in accordance with the terms of the Securities, and
                   all of the Debentures shall have been distributed to the 
                   Holders of Securities in exchange for all of the Securities;
                   or

              (vi) the time when all of the Regular Trustees and the Sponsor 
                   shall have consented to dissolution of the Trust provided 
                   such action is taken before the issuance of any Securities.

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

          (c)  The provisions of Section 3.9 and Article 10 shall survive the 
termination of the Trust.

          Section 8.2  Liquidation Distribution Upon Termination and 
Dissolution of the Trust.

          (a)  In the event of any voluntary or involuntary liquidation, 
dissolution, winding-up or termination of the Trust (each a "Liquidation"), 
the Holders of the Capital Securities on the date of the Liquidation will be 
entitled to receive, out of the assets of the Trust available for 
distribution to Holders of Securities after satisfaction of the Trusts' 
liabilities and creditors, distributions in cash or other immediately 
available funds in an amount equal to the aggregate of the stated liquidation 
amount of $1,000 per Security plus accrued and unpaid Distributions thereon 
to the date of payment (such amount being the "Liquidation Distribution"), 
unless, in connection with such Liquidation, Debentures in an aggregate 
stated liquidation amount equal to the aggregate stated liquidation amount 
of, with a distribution rate identical to the distribution rate of, and 
accrued and unpaid distributions equal 

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                                                                            53

to 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.

          (b)  If, upon any such Liquidation, 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.  The Holders of the Common Securities will be entitled to receive 
Distributions upon any such Liquidation Pro Rata with the Holders of the 
Capital Securities except that if an Indenture Event of Default has occurred 
and is continuing, the Capital Securities shall have a preference over the 
Common Securities with regard to such distributions.

                                   ARTICLE 9

                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

          Section 9.1  Liability.

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

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

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

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

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

          Section 9.2  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 

<PAGE>

                                                                            54

Declaration or by law, except that an Indemnified Person shall be liable or 
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 9.3  Fiduciary Duty.

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

          (b)  Unless otherwise expressly provided herein:

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

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

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

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

<PAGE>

                                                                            55

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

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

          Section 9.4  Indemnification.

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

       (iii)  Any indemnification under paragraphs (i) and (ii) of this Section
9.4(a) (unless ordered by a court) shall be made by the Debenture Issuer only as
authorized in 

<PAGE>

                                                                            56

the specific case upon a determination that indemnification of the Debenture 
Issuer 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.

        (iv)  Expenses (including attorneys' fees) incurred by a Debenture 
Issuer Indemnified Person in defending a civil, criminal, administrative or 
investigative action, suit or proceeding referred to in paragraphs (i) and 
(ii) of this Section 9.4(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 Debenture Issuer 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 9.4(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 Debenture Issuer 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 Debenture Issuer 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 Capital Security 
Holders.

         (v)  The indemnification and advancement of expenses provided by, or 
granted pursuant to, the other paragraphs of this Section 9.4(a) shall not be 
deemed exclusive of any other rights to which those seeking indemnification 
and advancement of expenses may be entitled under any agreement, vote of 
stockholders or disinterested directors of the Debenture Issuer or Capital 
Security Holders of the Trust or otherwise, both as to action in his official 
capacity and as to action in another capacity while holding such office.  All 
rights to indemnification under this Section 9.4(a) (a) shall be deemed to be 
provided by a contract between the Debenture Issuer and each Debenture Issuer 
Indemnified Person who serves in such capacity at any time while this Section 
9.4(a) is in effect.  Any repeal or modification of this Section 9.4(a) shall 
not affect any rights or obligations then existing.

        (vi)  The Debenture Issuer or the Trust may purchase and maintain 
insurance on behalf of any person who is or was a Debenture Issuer 
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 9.4(a).

<PAGE>

                                                                              57

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

      (viii)  The indemnification and advancement of expenses provided by, or 
granted pursuant to, this Section 9.4(a) shall, unless otherwise provided 
when authorized or ratified, continue as to a person who has ceased to be a 
Debenture Issuer Indemnified Person and shall inure to the benefit of the 
heirs, executors and administrators of such a person.  The obligation to 
indemnify as set forth in this Section 9.4(a) shall survive the satisfaction 
and discharge of this Declaration.

          (b)  The Debenture Issuer agrees to indemnify the (i) Property 
Trustee, (ii) the Delaware Trustee, (iii) an Affiliate of the Property 
Trustee and the Delaware Trustee, and (iv) any officers, directors, 
shareholders, members, partners, employees, representatives, custodians, 
nominees or agents of the Property Trustee and the Delaware Trustee (each of 
the Persons in (i) through (iv) being referred to as a "Fiduciary Indemnified 
Person") for, and to hold each Fiduciary Indemnified Person harmless against, 
any loss, liability or expense incurred without negligence or bad faith on 
its part, arising out of or in connection with the acceptance or 
administration of the trust or trusts hereunder, including the costs and 
expenses (including reasonable legal fees and expenses) of defending itself 
against or investigating any claim or liability in connection with the 
exercise or performance of any of its powers or duties hereunder.  The 
obligation to indemnify as set forth in this Section 9.4(a) shall survive the 
satisfaction and discharge of this Declaration.

          Section 9.5  Outside Businesses.

          Any Covered Person, the Sponsor, the Delaware Trustee and the 
Property Trustee may engage in or possess an interest in other business 
ventures of any nature or description, independently or with others, similar 
or dissimilar to the activities 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 activities of the 
Trust, shall not be deemed wrongful or improper.  No Covered Person, the 
Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to 
present any particular investment or other opportunity to the Trust even if 
such opportunity is of a character that, if presented to the Trust, could be 
taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee 
and the Property Trustee shall have the right to take for its own account 
(individually or as a partner or fiduciary) or to recommend to others any 
such particular investment or other opportunity.  Any Covered Person, the 
Delaware Trustee and the Property Trustee may engage or be interested in any 
financial or other transaction with the Sponsor or any Affiliate of the 

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                                                                              58

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 10

                               ACCOUNTING

          Section 10.1  Fiscal Year.

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

          Section 10.2  Certain Accounting Matters.

          (a)  At all times during the existence of the Trust, the Regular 
Trustees shall keep, or 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.  The Trust shall use the accrual method of accounting 
for United States federal income tax purposes.  The books of account and the 
records of the Trust shall be examined by and reported upon as of the end of 
each Fiscal Year of the Trust by a firm of independent certified public 
accountants selected by the Regular Trustees.

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

          (d)  The Regular Trustees shall cause to be duly prepared and filed 
with the appropriate taxing authority, an annual United States federal income 
tax return, on 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 10.3  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 

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                                                                              59

Debentures held by the Property Trustee shall be made directly to the 
Property Account and no other funds of the Trust shall be deposited in the 
Property Account.  The sole signatories for such accounts shall be designated 
by the Regular Trustees; provided, however, that the Property Trustee shall 
designate the signatories for the Property Account.

          Section 10.4  Withholding.

          The Trust and the Regular Trustees shall comply with all 
withholding requirements under United States federal, state and local law.  
The Trust shall request, and the Holders shall provide to the Trust, such 
forms or certificates as are necessary to establish an exemption from 
withholding with respect to each Holder, and any representations and forms as 
shall reasonably be requested by the Trust to assist it in determining the 
extent of, and in fulfilling, its withholding obligations.  The Regular 
Trustees shall file required forms with applicable jurisdictions and, unless 
an exemption from withholding is properly established by a Holder, shall 
remit amounts withheld with respect to the Holder to applicable 
jurisdictions.  To the extent that the Trust is required to withhold and pay 
over any amounts to any authority with respect to distributions or 
allocations to any Holder, the amount withheld shall be deemed to be a 
distribution in the amount of the withholding to the Holder.  In the event of 
any claimed over withholding, Holders shall be limited to an action against 
the applicable jurisdiction.  If the amount required to be withheld was not 
withheld from actual Distributions made, the Trust may reduce subsequent 
Distributions by the amount of such withholding.


                               ARTICLE 11

                        AMENDMENTS AND MEETINGS

          Section 11.1  Amendments.

          (a)  Except as otherwise provided in this Declaration or by any 
applicable terms of the Securities, this Declaration may 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) 
and (ii) by the Property Trustee if the amendment affects the rights, powers, 
duties, obligations or immunities of the Property Trustee; and (iii) by the 
Delaware Trustee if the amendment affects the rights, powers, duties, 
obligations or immunities of the Delaware Trustee.

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

               (i)  unless, in the case of any proposed amendment, the Property
                    Trustee 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);

<PAGE>

                                                                              60

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

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

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

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

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

                   b.  reduce or otherwise adversely affect the powers of the 
                       Property Trustee in contravention of the Trust Indenture
                       Act; or

                   c.  cause the Trust to be deemed to be an Investment Company
                       required to be registered under the Investment Company 
                       Act.

          (c)  At such time after the Trust has issued any Securities that 
remain outstanding, any amendment that would (i) 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 pursuant to the terms of the Declaration, 
then the holders of the Securities voting together as a single 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 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 Capital Securities or the Common Securities, then only the affected 
class will be entitled to vote on such amendment or proposal and such 
amendment or proposal shall not be effective except with the approval of a 
Majority in Liquidation Amount of such class of Securities.

          (d)  Section 7.8(b) and this Section 11.1 shall not be amended 
without the consent of all of the Holders of the Securities.

          (e)  Article 4 shall not be amended without the consent of the 
Holders of a Majority in Liquidation Amount of the Common Securities.

          (f)  The rights of the Holders of the Common Securities under 
Article 5 to increase or decrease the number of, and appoint and remove 
Trustees shall not be amended 

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                                                                              61

without the consent of the Holders of a Majority in Liquidation Amount of the 
Common Securities.

          (g)  Notwithstanding Section 11.1(c), this Declaration may be 
amended without the consent of the Holders of the Securities to:

               (i)  cure any ambiguity;

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

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

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

               (v)   to modify, eliminate and add to any provision of this 
                     Declaration, provided such modification, elimination or,
                     addition would not adversely affect the rights, privileges
                     or preferences of any Holder of the Securities.

          (h)  The issuance of a Trustees' Authorization Certificate by the 
Regular Trustees for purposes of establishing the terms and form of the 
Securities as contemplated by Section 8.1 shall not be deemed an amendment of 
this Declaration subject to the provisions of this Section 12.1.

          Section 11.2  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 
Capital 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 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.

<PAGE>

                                                                              62

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

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

               (ii)  each Holder of 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 such 
                     proxy.  Except as otherwise provided herein, all matters 
                     relating to the giving, voting or validity of proxies 
                     shall be governed by the General Corporation Law of the 
                     State of Delaware relating to proxies, and judicial 
                     interpretations thereunder, as if the Trust were a 
                     Delaware corporation and the Holders of the Securities 
                     were stockholders of a Delaware corporation;

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

               (iv)  unless the Business Trust Act, this Declaration, the 
                     terms of the Securities, the Trust Indenture Act or the 
                     listing rules of any stock exchange on which the Capital 
                     Securities are then listed for 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 

<PAGE>

                                                                              63

            at which any matter is to be voted on by any Holders of Securities,
            waiver of any such notice, action by consent without a meeting, the
            establishment of a record date, quorum requirements, voting in
            person or by proxy or any other matter with respect to the exercise
            of any such right to vote.


                               ARTICLE 12

                  REPRESENTATIONS OF PROPERTY TRUSTEE
                         AND DELAWARE TRUSTEE

          Section 12.1  Representations and Warranties of the Property Trustee.

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

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

          (b)  the Property Trustee satisfies the requirements set forth in 
Section 6.3(a);

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

          (d)  the execution, delivery and performance of this Declaration by 
the Property Trustee does not conflict with or constitute a breach of the 
articles of association or incorporation, as the case may be, or the by-laws 
(or other similar organizational documents) of the Property Trustee; and

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

<PAGE>

                                                                              64

          Section 12.2  Representations and Warranties of the Delaware Trustee.

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

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

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

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


                               ARTICLE 13

                             MISCELLANEOUS

          Section 13.1  Notices.

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

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

                                       Barnett Capital II
                                       c/o Barnett Banks, Inc.
                                       50 North Laura Street
                                       Jacksonville, Florida 32202

<PAGE>
                                                                           65

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

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

          (c)  if given to the Property Trustee, at its Corporate Trust 
Office (or such other address as the Property Trustee may give notice of to 
the Regular Trustees, the Delaware Trustee and the Holders of the Securities).

          (d)  if given to the 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 of to the Property Trustee, 
the Delaware Trustee and the Trust):

                  Barnett Banks, Inc.
                  50 North Laura Street
                  Jacksonville, Florida  32202

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

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

          Section 13.2  Governing Law.

          This Declaration and the rights of the parties hereunder shall be 
governed by and interpreted in accordance with the laws of the State of 
Delaware.

          Section 13.3  Intention of the Parties.

          It is the intention of the parties hereto that the Trust be 
classified for United States federal income tax purposes as a grantor trust.  
The provisions of this Declaration shall be interpreted in a manner 
consistent with such classification.

          Section 13.4  Headings.

          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.

<PAGE>
                                                                           66

          Section 13.5  Successors and Assigns.

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

          Section 13.6  Partial Enforceability.

          If any provision of this Declaration, or the application of such 
provision to any Person or circumstance, 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 13.7  Counterparts.

          This Declaration may contain more than one counterpart of the 
signature page and this Declaration may be executed by the affixing of the 
signature of each of the Trustees to one of such counterpart signature pages. 
All 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.

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

                                       BARNETT BANKS, INC.,
                                        as Sponsor and Common Securities Holder


                                       BY:____________________________________
                                       Name:
                                       Title:


                                       THE FIRST NATIONAL BANK OF CHICAGO
                                         as Property Trustee


                                       BY:____________________________________
                                       Name:  Mary R. Fonti
                                       Title:  Assistant Vice President


                                       FIRST CHICAGO DELAWARE INC.,
                                         as Delaware Trustee


                                       BY:____________________________________
                                       Name:  Mary R. Fonti
                                       Title:  Assistant Vice President 

                                       Paris P. Thermenos, as Regular Trustee


                                       BY:____________________________________
                                       Name:
                                       Title:


                                       Charles W. Newman, as Regular Trustee


                                       BY:____________________________________
                                       Name:
                                       Title:


                                       Patrick J. McCann, as Regular Trustee


                                       BY:____________________________________
                                       Name:
                                       Title:


<PAGE>

                                                                      EXHIBIT A


CERTIFICATE NO. 1                        NUMBER OF CAPITAL SECURITIES:
CUSIP NO. ________

                    CERTIFICATE EVIDENCING CAPITAL SECURITIES
                                       OF
                               BARNETT CAPITAL II

                            7.95% CAPITAL SECURITIES
                (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)

          BARNETT CAPITAL II, a statutory business trust created under the 
laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. 
(the "Holder") is the registered owner of ___ capital securities of the Trust 
representing undivided beneficial ownership interests in the assets of the 
Trust designated the 7.95% Capital Securities (liquidation amount $1,000 per 
Capital Security) (the "Capital Securities").  The Capital Securities are 
transferable on the books and records of the Trust, in person or by a duly 
authorized attorney, upon surrender of this certificate duly endorsed and in 
proper form for transfer as provided in the Declaration (as defined below).  
The designation, rights, privileges, restrictions, preferences and other 
terms and provisions of the Capital Securities represented hereby are issued 
and shall in all respects be subject to the provisions of the Amended and 
Restated Declaration of Trust of the Trust, dated as of December 2, 1996 (as 
the same may be amended from time to time (the "Declaration"), among Barnett 
Banks, Inc., as Sponsor, Paris P. Thermenos, Charles W. Newman and Patrick J.
McCann, as Regular Trustees, The First National Bank of Chicago, as Property 
Trustee, and First Chicago Delaware Inc., as Delaware Trustee.  Capitalized 
terms used herein but not defined shall have the meaning given them in the 
Declaration.  The Holder is entitled to the benefits of the Guarantee to the 
extent described therein.  The Sponsor will provide a copy of the 
Declaration, the Guarantee and the Indenture to a Holder without charge upon 
written request to the Sponsor at its principal place of business.

          Upon receipt of this certificate, the Holder is bound by the 
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 Capital 
Securities as evidence of undivided indirect beneficial ownership interests 
in the Debentures.

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

                                       BARNETT CAPITAL II


                                       By: ____________________________________
                                       Name:
                                       Title: Regular Trustee

<PAGE>

                                                                            2

          In connection with any transfer of this Security occurring prior to 
the date which is the earlier of (i) the date of the declaration by the 
Commission of the effectiveness of a registration statement under the 
Securities Act covering resales of this Security (which effectiveness shall 
not have been suspended or terminated at the date of the transfer) and (ii) 
three years after the later of the date of original issue and the last date 
on which the Company or any affiliate of the Company was the owner of such 
Capital Securities (or any predecessor thereto) (the "Resale Restriction 
Termination Date"), the undersigned confirms that it has not utilized any 
general solicitation or general advertising in connection with the transfer:

                                   [CHECK ONE]

(1)  ___  to the Company or a subsidiary thereof; or

(2)  ___  pursuant to and in compliance with Rule 144A under the Securities Act
          of 1933, as amended; or

(3)  ___  to an institutional "accredited investor" (as defined in Rule
          501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
          amended) that has furnished to the Trustee a signed letter containing
          certain representations and agreements (the form of which letter can
          be obtained from the Trustee); or

(4)  ___  outside the United States to a "foreign person" in compliance with
          Rule 904 of Regulation S under the Securities Act of 1933, as amended;
          or

(5)  ___  pursuant to the exemption from registration provided by Rule 144 under
          the Securities Act of 1933, as amended; or

(6)  ___  pursuant to an effective registration statement under the Securities
          Act of 1933, as amended; or

(7)  ___  pursuant to another available exemption from the registration
          requirements of the Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any 
of the Securities evidenced by this certificate in the name of any person 
other than the registered Holder thereof; PROVIDED, HOWEVER, that if box (3), 
(4), (5) or (7) is checked, the Company or the Trustee may require, prior to 
registering any such transfer of the Securities, in its sole discretion, such 
written legal opinions, certifications (including an investment letter in the 
case of box (3) or (4)) and other information as the Trustee or the Company 
has reasonably requested to confirm that such transfer is being made pursuant 
to an exemption from, or in a transaction not subject to, the registration 
requirements of the Securities Act of 1933, as amended.

<PAGE>

                                                                            3

If none of the foregoing boxes is checked, the Trustee or Registrar shall not 
be obligated to register this Security in the name of any person other than 
the Holder hereof unless and until the conditions to any such transfer of 
registration set forth herein and in Section 315 of the Indenture shall have 
been satisfied.

Dated: ________________________        Signed: ________________________________
                                               (Sign exactly as name appears on
                                               the other side of this Security)


Signature Guarantee: ____________________________



              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

          The undersigned represents and warrants that it is purchasing this 
Security for its own account or an account with respect to which it exercises 
sole investment discretion and that it and any such account is a "qualified 
institutional buyer" within the meaning of Rule 144A under the Securities Act 
and is aware that the sale to it is being made in reliance on Rule 144A and 
acknowledges that it has received such information regarding the Company as 
the undersigned has requested pursuant to Rule 144A or has determined not to 
request such information and that it is aware that the transferor is relying 
upon the undersigned's foregoing representations in order to claim the 
exemption from registration provided by Rule 144A.

Dated: ________________________        ________________________________________
                                       NOTICE:  To be executed by an executive 
                                       officer

<PAGE>

                                                                      EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE

CERTIFICATE NO. 1                             NUMBER OF COMMON SECURITIES: ____

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                               BARNETT CAPITAL II

                                COMMON SECURITIES
                 (LIQUIDATION AMOUNT $1,000 PER COMMON SECURITY)

          Barnett Capital II, a statutory business trust formed under the 
laws of the State of Delaware (the "Trust"), hereby certifies that Barnett 
Bank, Inc. (the "Holder") is the registered owner of common securities of the 
Trust representing an undivided beneficial ownership interest in the assets 
of the Trust designated the 7.95% Common Securities (liquidation amount 
$1,000 per Common Security) (the "Common Securities").  The Common Securities 
are not transferable and any attempted transfer thereof shall be void.  The 
designation, rights, privileges, restrictions, preferences and other terms 
and provisions of the Common Securities represented hereby are issued and 
shall in all respects be subject to the provisions of the Amended and 
Restated Declaration of Trust of the Trust, dated as of December 2, 1996 (as 
the same may be amended from time to time, the "Declaration"), among Barnett 
Banks, Inc., as Sponsor, Paris P. Thermenos, Charles W. Newman and Patrick J.
McCann, as Regular Trustees, The First National Bank of Chicago, as Property 
Trustee and First Chicago (Delaware) Inc., as Delaware Trustee.  The Holder 
is entitled to the benefits of the Guarantee to the extent described therein. 
 Capitalized terms used herein but not defined shall have the meaning given 
them in the Declaration.  The Sponsor will provide a copy of the Declaration, 
the Guarantee and the Indenture to a Holder without charge upon written 
request to the Sponsor at its principal place of business.

          Upon receipt of this certificate, the Holder is bound by the 
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 an undivided indirect beneficial ownership interest 
in the Debentures.

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

                                       BARNETT CAPITAL II


                                       By: ____________________________________
                                           Name:
                                           Title:  Regular Trustee

<PAGE>

            Schedule A to Amended and Restated Declaration of Trust 
               of Barnett Capital II dated as of December 2, 1996,
        by and among Barnett Banks, Inc. ("Barnett"), The First National 
         Bank of Chicago, as Property Trustee (the "Property Trustee"), 
             First Chicago Delaware, Inc., as the Delaware Trustee 
            (the "Delaware Trustee") and the initial Regular Trustees
                 named therein (the "Barnett Capital II Trust")

     Due to their similarity to the above-referenced document, Barnett has 
omitted to file the following documents and described their material 
differences below:

          A.    Amended and Restated Declaration of Trust of Barnett Capital I
     dated as of November 27, 1996 by and among Barnett, the Property Trustee,
     the Delaware Trustee and the initial Regular Trustees named therein and
     relating to the issuance of $300,000,000 8.06% Capital Securities of the
     Trust.  Capitalized terms used and not otherwise defined herein shall have
     the meanings assigned thereto in the Barnett Capital II Trust.

     MATERIAL DIFFERENCES:

          Distributions: Holders of Securities of the Trust are entitled to 
                         receive cumulative cash distributions at the rate per 
                         annum of 8.06% of the stated liquidation amount of 
                         $1,000 per security, payable semi-annually on each 
                         June 1 and December 1 and commencing June 1, 1997.

          Redemption:    The proceeds from any redemption or repayment of 
                         Barnett's 8.06% Junior Subordinated Debentures Due 
                         2026 shall be applied pro rata to redeem Securities of
                         Barnett Capital I of an equal aggregate liquidation 
                         amount to the principal amount of such debentures so
                         redeemed.

          B.    Amended and Restated Declaration of Trust of Barnett Capital
     III dated as of January 28, 1997, by and among Barnett, the Property
     Trustee, the Delaware Trustee and the initial Regular Trustees named
     therein and relating to the issuance of $250,000,000 Floating Rate Capital
     Securities of the Trust.  Capitalized terms used and not otherwise defined
     herein shall have the meanings assigned thereto in the Barnett Capital II
     Trust.

     MATERIAL DIFFERENCES:

          Initial Regular Trustees: Paris P. Thermenos, Charles W. Newman and 
                          Gregory M. Delaney.

          Distributions: Holders of Securities of the Trust are entitled to 
                         receive cumulative cash distributions at a variable 
                         interest rate per annum equal to three-month LIBOR 
                         plus 0.625% per annum, from January 28, 1997, payable
                         on February 1, May 1, August 1, and November 1 of each
                         year, commencing May 1, 1997, interest compounding 
                         quarterly.

          Redemption:    The proceeds from any redemption or repayment of 
                         Barnett's Floating Rate Junior Subordinated Debentures
                         Due 2027 shall be applied pro rata to redeem Securities
                         of Barnett Capital III of an equal aggregate 
                         liquidation amount to the principal amount of such 
                         debentures so redeemed.