<PAGE>
                                                                   EXHIBIT 4.12


                   AMENDED AND RESTATED DECLARATION OF TRUST

                                     AMONG

                         REGIONS FINANCIAL CORPORATION
                                 AS DEPOSITOR,

                             BANKERS TRUST COMPANY
                              AS PROPERTY TRUSTEE,

                            BANKERS TRUST (DELAWARE)
                              AS DELAWARE TRUSTEE,

                                      AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                          DATED AS OF __________, 20__




-------------------------------------------------------------------------------
                        REGIONS FINANCING TRUST [III/IV]
-------------------------------------------------------------------------------


<PAGE>


                        REGIONS FINANCING TRUST [III/IV]

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


<TABLE>
<CAPTION>
Trust Indenture Act Section                                                            Declaration Section
---------------------------                                                            -------------------
<S>                                                                                                   <C>
Section   310     (a)(1)...............................................................................8.7
                  (a)(2)...............................................................................8.7
                  (a)(3)...............................................................................8.9
                  (a)(4).......................................................................2.7 (a)(ii)
                  (b)..................................................................................8.8
Section   311     (a).................................................................................8.13
                  (b).................................................................................8.13
Section   312     (a)..................................................................................5.7
                  (b)..................................................................................5.7
                  (c)..................................................................................5.7
Section   313     (a)..............................................................................8.14(a)
                  (a)(4)...........................................................................8.14(b)
                  (b)..............................................................................8.14(b)
                  (c).................................................................................10.8
                  (d)..............................................................................8.14(c)
Section   314     (a).................................................................................8.16
                  (b).......................................................................Not Applicable
                  (c)(1)..............................................................................8.17
                  (c)(2)..............................................................................8.17
                  (c)(3)....................................................................Not Applicable
                  (d).......................................................................Not Applicable
                  (e)............................................................................1.1, 8.17
Section   315     (a).......................................................................8.1(a), 8.3(a)
                  (b)............................................................................8.2, 10.8
                  (c)...............................................................................8.1(a)
                  (d).............................................................................8.1, 8.3
                  (e).......................................................................Not Applicable
Section   316     (a).......................................................................Not Applicable
                  (a)(1)(A).................................................................Not Applicable
                  (a)(1)(B).................................................................Not Applicable
                  (a)(2)....................................................................Not Applicable
                  (b).................................................................................5.14
                  (c)..................................................................................6.7
Section   317     (a)(1)....................................................................Not Applicable
                  (a)(2)....................................................................Not Applicable
                  (b)..................................................................................5.9
Section   318     (a)................................................................................10.11
</TABLE>

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed
to be a part of the Declaration.


                                      -i-
<PAGE>


                               TABLE OF CONTENTS


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

   SECTION 1.1.           Interpretation.................................................................1
   SECTION 1.2.           Certain Definitions............................................................2

ARTICLE II. CONTINUATION OF THE TRUST...................................................................12

   SECTION 2.1.           Name..........................................................................12
   SECTION 2.2.           Office of the Delaware Trustee; Principal Place of Business...................12
   SECTION 2.3.           Initial Contribution of Trust Property; Organizational Expenses...............12
   SECTION 2.4.           Issuance of the Preferred Securities..........................................12
   SECTION 2.5.           Issuance of the Common Securities; Subscription and Purchase of Debentures....13
   SECTION 2.6.           Declaration of Trust..........................................................13
   SECTION 2.7.           Authorization to Enter into Certain Transactions..............................13
   SECTION 2.8.           Assets of Trust...............................................................17
   SECTION 2.9.           Title to Trust Property.......................................................17

ARTICLE III. PAYMENT ACCOUNT............................................................................17

   SECTION 3.1.           Payment Account...............................................................17

ARTICLE IV. DISTRIBUTIONS; REDEMPTION...................................................................18

   SECTION 4.1.           Distributions.................................................................18
   SECTION 4.2.           Redemption....................................................................19
   SECTION 4.3.           Subordination of Common Securities............................................21
   SECTION 4.4.           Payment Procedures............................................................22
   SECTION 4.5.           Tax Returns and Reports.......................................................22
   SECTION 4.6.           Payment of Taxes, Duties, Etc. of the Trust...................................22
   SECTION 4.7.           Payments under Indenture or Pursuant to Direct Actions........................23
   SECTION 4.8.           Liability of the Holder of Common Securities..................................23

ARTICLE V. TRUST SECURITIES CERTIFICATES................................................................23

   SECTION 5.1.           Initial Ownership.............................................................23
   SECTION 5.2.           The Trust Securities Certificates.............................................23
   SECTION 5.3.           Execution and Delivery of Trust Securities Certificates.......................23
   SECTION 5.4.           Registration of Transfer and Exchange of Trust Securities Certificates........24
   SECTION 5.5.           Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates............25
   SECTION 5.6.           Persons Deemed Holders........................................................25
   SECTION 5.7.           Access to List of Holders' Names and Addresses................................25
   SECTION 5.8.           Maintenance of Office or Agency...............................................26
   SECTION 5.9.           Appointment of Paying Agent...................................................26
</TABLE>


                                      -i-
<PAGE>


<TABLE>
<S>                                                                                                     <C>
   SECTION 5.10.          Ownership of Common Securities by Depositor...................................27
   SECTION 5.11.          Global Preferred Securities Certificates; Common Securities Certificate.......27
   SECTION 5.12.          Notices to Clearing Agency....................................................28
   SECTION 5.13.          Definitive Preferred Securities Certificates..................................28
   SECTION 5.14.          Rights of Holders.............................................................29

ARTICLE VI. ACTS OF HOLDERS; MEETINGS; VOTING...........................................................31

   SECTION 6.1.           Limitations on Voting Rights..................................................31
   SECTION 6.2.           Notice of Meetings............................................................32
   SECTION 6.3.           Meetings of Holders of Preferred Securities...................................32
   SECTION 6.4.           Voting Rights.................................................................33
   SECTION 6.5.           Proxies, etc..................................................................33
   SECTION 6.6.           Holder Action by Written Consent..............................................33
   SECTION 6.7.           Record Date for Voting and Other Purposes.....................................33
   SECTION 6.8.           Acts of Holders...............................................................34
   SECTION 6.9.           Inspection of Records.........................................................35

ARTICLE VII. REPRESENTATIONS AND WARRANTIES.............................................................35

   SECTION 7.1.           Representations and Warranties of the Property Trustee and the Delaware
                            Trustee.....................................................................35
   SECTION 7.2.           Representations and Warranties of Depositor...................................36

ARTICLE VIII. THE TRUSTEES..............................................................................36

   SECTION 8.1.           Certain Duties and Responsibilities...........................................36
   SECTION 8.2.           Certain Notices...............................................................37
   SECTION 8.3.           Certain Rights of Property Trustee............................................38
   SECTION 8.4.           Not Responsible for Recitals or Issuance of Securities........................40
   SECTION 8.5.           May Hold Securities...........................................................40
   SECTION 8.6.           Compensation; Indemnity; Fees.................................................40
   SECTION 8.7.           Corporate Property Trustee Required; Eligibility of Trustees..................42
   SECTION 8.8.           Conflicting Interests.........................................................42
   SECTION 8.9.           Co-Trustees and Separate Trustee..............................................42
   SECTION 8.10.          Resignation and Removal; Appointment of Successor.............................44
   SECTION 8.11.          Acceptance of Appointment by Successor........................................45
   SECTION 8.12.          Merger, Conversion, Consolidation or Succession to Business...................46
   SECTION 8.13.          Preferential Collection of Claims Against Depositor or Trust..................46
   SECTION 8.14.          Reports by Property Trustee...................................................47
   SECTION 8.15.          Reports to the Property Trustee...............................................47
   SECTION 8.16.          Evidence of Compliance with Conditions Precedent..............................47
   SECTION 8.17.          Number of Administrative Trustees.............................................47
   SECTION 8.18.          Delegation of Power...........................................................48
   SECTION 8.19.          Delaware Trustee..............................................................48
   SECTION 8.20.          Property Trustee May File Proofs of Claim.....................................49
</TABLE>


                                     -ii-
<PAGE>


<TABLE>
<S>                                                                                                     <C>
ARTICLE IX. TERMINATION, LIQUIDATION AND MERGER.........................................................50

   SECTION 9.1.           Dissolution Upon Expiration Date..............................................50
   SECTION 9.2.           Early Termination.............................................................50
   SECTION 9.3.           Termination...................................................................50
   SECTION 9.4.           Liquidation...................................................................51
   SECTION 9.5.           Mergers, Consolidations, Amalgamations or Replacements of the Trust...........52

ARTICLE X. MISCELLANEOUS PROVISIONS.....................................................................53

   SECTION 10.1.          Limitation of Rights of Holders...............................................53
   SECTION 10.2.          Amendment.....................................................................54
   SECTION 10.3.          Separability..................................................................55
   SECTION 10.4.          Governing Law.................................................................55
   SECTION 10.5.          Payments Due on Non-Business Day..............................................55
   SECTION 10.6.          Successors....................................................................55
   SECTION 10.7.          Headings......................................................................56
   SECTION 10.8.          Reports, Notices and Demands..................................................56
   SECTION 10.9.          Agreement Not to Petition.....................................................57
   SECTION 10.10.         Agreed Tax Treatment of Trust and Trust Securities............................57
   SECTION 10.11.         Application of Trust Indenture Act............................................57
   SECTION 10.12.         Acceptance of Terms of Declaration, Guarantee and Indenture...................58
   SECTION 10.13.         Counterparts..................................................................58
</TABLE>


<TABLE>
<S>                        <C>
EXHIBIT A                  Certificate of Trust
EXHIBIT B                  Form of Letter of Representation
EXHIBIT C                  Form of Common Securities Certificate
EXHIBIT D                  Form of Expense Agreement
EXHIBIT E                  Form of Preferred Securities Certificate
</TABLE>


                                     -iii-
<PAGE>

         AMENDED AND RESTATED DECLARATION OF TRUST, dated as of __________,
20__, among (i) REGIONS FINANCIAL CORPORATION, a Delaware corporation
(including any successors or assigns, the "Depositor"), (ii) BANKERS TRUST
COMPANY, a banking corporation organized under the laws of the State of New
York, as property trustee, (in each such capacity, the "Property Trustee" and,
in its separate corporate capacity and not in its capacity as Property Trustee,
the "Bank"), (iii) BANKERS TRUST (DELAWARE), a banking corporation organized
under the laws of the State of Delaware, as Delaware trustee (the "Delaware
Trustee"), (iv) __________, an individual, __________, an individual, and
__________, an individual, each of whose address is c/o REGIONS FINANCIAL
CORPORATION, 417 North 20th Street, Birmingham, Alabama 35203 (each an
"Administrative Trustee" and collectively the "Administrative Trustees") and
(v) the several HOLDERS, as hereinafter defined.

                                  WITNESSETH:

         WHEREAS, the Depositor, Bankers Trust (Delaware), as Trustee, and
Bankers Trust Company, as Trustee, have heretofore duly declared and
established a business trust pursuant to the Delaware Business Trust Act by the
entering into that certain Declaration of Trust, dated as of November 20, 2001
(the "Original Declaration"), and by the execution and filing by Bankers Trust
(Delaware), as Trustee, and Bankers Trust Company, as Trustee, with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on November 20, 2001, attached as Exhibit A; and

         WHEREAS, the Depositor and the Trustees desire to amend and restate
the Original Declaration in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities (as defined
below) by the Trust (as defined below) to the Depositor, (ii) the issuance and
sale of the Preferred Securities (as defined below) by the Trust pursuant to
the Underwriting Agreement (as defined below), (iii) the acquisition by the
Trust from the Depositor of all of the right, title and interest in the
Debentures (as defined below) and (iv) the appointment of the Property Trustee,
the Delaware Trustee, and Administrative Trustees;

         NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Holders (as defined below), hereby amends and
restates the Original Declaration in its entirety and agrees as follows:


                                   ARTICLE I.
                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1.      INTERPRETATION.

         For all purposes of this Declaration, except as otherwise expressly
provided or unless the context otherwise requires:


                                      -1-
<PAGE>


         (a)      capitalized terms used in this Declaration but not defined in
the preamble hereto have the respective meanings assigned to them in Section
1.2;

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

         (c)      all references in this Declaration to Articles and Sections
are to Articles and Sections of this Declaration;

         (d)      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;

         (e)      the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Declaration as a whole and not to any
particular Article, Section or other subdivision; and

         (f)      the words "include," "includes" and "including" shall be
deemed to be followed by the phrase "without limitation."

         (g)      a reference to the singular includes the plural and
vice-versa; and

         (h)      the masculine, feminine or neuter genders used herein shall
include the masculine, feminine and neuter genders.

         SECTION 1.2.      CERTAIN DEFINITIONS.

         For all purposes of this Declaration, the following terms shall have
the meanings assigned below:

         "ACT" has the meaning specified in Section 6.8.

         "ADDITIONAL AMOUNT" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest
paid by the Depositor on a Like Amount of Debentures for such period.

         "ADDITIONAL INTEREST" has the meaning specified in Section 101 of the
Indenture.

         "ADDITIONAL SUMS" has the meaning specified in Section 1013 of the
Indenture.

         "ADMINISTRATIVE TRUSTEE" means each of the Persons identified as an
"ADMINISTRATIVE TRUSTEE" in the preamble to this Declaration, solely in such
Person's capacity as Administrative Trustee of the Trust and not in such
Person's individual capacity, or such Administrative Trustee's successor in
interest in such capacity, or any successor trustee appointed as herein
provided.


                                      -2-
<PAGE>


         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that the Trust shall not
be deemed an Affiliate of the Depositor. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "BANK" has the meaning specified in the preamble to this Declaration.

         "BANKRUPTCY EVENT" means, with respect to any Person:

         (a)      the entry of a decree or order by a court having jurisdiction
in the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of such Person or of any substantial part of its property or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days; or

         (b)      the institution by such Person of proceedings to be
adjudicated as bankrupt or insolvent, or the consent by it to the institution
of proceedings against it under any bankruptcy, insolvency, reorganization or
other similar laws, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or state
bankruptcy, insolvency, reorganization or other similar law, or the consent by
it to the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or similar official) of such
Person or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking or authorization of corporate
action by such Person in furtherance of any such action.

         "BANKRUPTCY LAWS" has the meaning specified in Section 10.9.

         "BOARD RESOLUTION" means (i) a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors, or such committee of the Board of
Directors of the Depositor to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, or (ii) a certificate signed by the authorized officer or
officers of the Depositor to whom the Board of Directors or a committee thereof
has delegated its authority and, in each case, delivered to the Trustees.


                                      -3-
<PAGE>


         "BOOK-ENTRY PREFERRED SECURITIES" means a Preferred Security, the
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 5.11.

         "BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES" means Preferred
Securities Certificates, ownership and transfers of which shall be made through
book entries by a Clearing Agency as described in Section 5.11.

         "BUSINESS DAY" means a day other than

         (a)      a Saturday or Sunday,

         (b)      a day on which banking institutions in the City of New York
or Birmingham, Alabama are authorized or required by law, regulation or
executive order to remain closed, or

         (c)      a day on which the Property Trustee's Corporate Trust Office
or the Corporate Trust Office of the Debenture Trustee is closed for business.

         "CAPITAL TREATMENT EVENT" means the reasonable determination by the
Depositor that, as a result of (1) the occurrence of any amendment to, or
change (including any announced proposed change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision
thereof or therein or any rules, guidelines or policies of the Federal Reserve
Board, or (2) as a result of any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws, regulations,
rules, guidelines or policies, which amendment or change is effective, or which
proposed change, pronouncement, action or decision is announced, on or after
the date of issuance of the Preferred Securities under this Declaration, there
is more than an insubstantial risk that the Depositor will not be entitled to
treat an amount equal to the liquidation amount of the Preferred Securities as
"Tier I Capital" (or the then equivalent thereof) for purposes of the
risk-based capital adequacy guidelines of the Federal Reserve Board, as then in
effect and applicable to the Depositor.

         "CERTIFICATE DEPOSITORY AGREEMENT" means the agreement among the
Trust, the Depositor and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date, relating to the Preferred Securities
Certificates, substantially in the form attached hereto as Exhibit B, as the
same may be amended and supplemented from time to time.

         "CLEARING AGENCY" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The Depository Trust
Company will be the initial Clearing Agency with respect to Preferred
Securities Certificates.

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


                                      -4-
<PAGE>


         "CLOSING DATE" means __________, 20__.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this Declaration such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

         "COMMON HOLDER" means the holder of all or substantially all of the
Common Securities.

         "COMMON SECURITIES CERTIFICATE" means a certificate evidencing Common
Securities, substantially in the form attached hereto as Exhibit C.

         "COMMON SECURITY" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $____ per security and having the
rights provided therefor in this Declaration, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

         "CORPORATE TRUST OFFICE" means (i) when used with respect to the
Property Trustee, the principal office of the Property Trustee located at Four
Albany Street, New York, New York 10006, and (ii) when used with respect to the
Debenture Trustee, the principal office of the Debenture Trustee located in New
York, New York.

         "DEBENTURE EVENT OF DEFAULT" means an "EVENT OF DEFAULT" as defined in
the Indenture.

         "DEBENTURE REDEMPTION DATE" means, with respect to any Debentures to
be redeemed under the Indenture, the date fixed for redemption under the
Indenture including any date fixed for redemption pursuant to the exercise by
the Depositor of its optional right to redeem the Debentures prior to their
stated maturity either (i) in whole or in part on or after __________, 20__ or
(ii) in whole but not in part after the occurrence of a Debenture Tax Event, an
Investment Company Event or a Capital Treatment Event.

         "DEBENTURE TAX EVENT" means a "TAX EVENT" as defined in the Indenture.

         "DEBENTURE TRUSTEE" means Bankers Trust Company, a banking corporation
organized under the laws of the State of New York, solely in its capacity as
Debenture Trustee of the Debentures and not in its individual capacity and any
successor thereto.

         "DEBENTURES" means the aggregate principal amount of the Depositor's
____% Junior Subordinated Deferrable Interest Debentures due 20__ issued
pursuant to the Indenture.


                                      -5-
<PAGE>


         "DECLARATION" means this Amended and Restated Declaration of Trust, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including (i) all exhibits hereto and (ii) for
all purposes of this Declaration and any such modification, amendment or
supplement, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Declaration and any such modification, amendment or
supplement, respectively.

         "DEFINITIVE PREFERRED SECURITIES CERTIFICATES" means either or both
(as the context requires) of (a) Preferred Securities Certificates that are not
Global Preferred Securities as provided in Section 5.11(a) and (b) Preferred
Securities Certificates issued in certificated, fully registered form as
provided in Section 5.13.

         "DELAWARE BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C.ss.3801, et seq., as it may be amended from time to
time.

         "DELAWARE TRUSTEE" means the Person identified as the "DELAWARE
TRUSTEE" in the preamble to this Declaration, solely in its capacity as
Delaware Trustee of the Trust and not in its individual capacity, or its
successor in interest in such capacity, or any successor trustee appointed as
herein provided.

         "DEPOSITOR" has the meaning specified in the preamble to this
Declaration.

         "DISTRIBUTION DATE" has the meaning specified in Section 4.1(a).

         "DISTRIBUTIONS" means amounts payable in respect of Trust Securities
as provided in Section 4.1.

         "EARLY TERMINATION EVENT" has the meaning specified in Section 9.2.

         "EVENT OF DEFAULT" means any one of the following events (whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

         (a)      the occurrence of a Debenture Event of Default; or

         (b)      default by the Trust in the payment of any Distribution when
it becomes due and payable, and continuation of such default for a period of 30
days; or

         (c)      default by the Trust in the payment of any Redemption Price
of any Trust Security when it becomes due and payable; or

         (d)      default in the performance, or breach, in any material
respect, of any covenant or warranty of the Administrative Trustees in this
Declaration (other than those specified in clause (b) or (c) above) and
continuation of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the


                                      -6-
<PAGE>


defaulting Trustee or Trustees by the Holders of at least 25% in aggregate
Liquidation Amount of the Outstanding Preferred Securities a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

         (e)      the occurrence of a Bankruptcy Event with respect to the
Property Trustee and the failure by the Depositor to appoint a successor
Property Trustee within 90 days thereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations promulgated thereunder by the
Commission.

         "EXPENSE AGREEMENT" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached as
Exhibit D, as amended from time to time.

         "EXPIRATION DATE" has the meaning specified in Section 9.1.

         "GLOBAL PREFERRED SECURITY" means a Preferred Securities Certificate
evidencing ownership of Book-Entry Preferred Securities.

         "GUARANTEE" means the Guarantee Agreement executed and delivered by
the Depositor, as guarantor, and Bankers Trust Company, as trustee,
contemporaneously with the execution and delivery of this Declaration, for the
benefit of the holders of the Preferred Securities, as amended from time to
time.

         "HOLDER" means a Person in whose name a Trust Security is registered
in the Securities Register; any such Person shall be deemed to be a beneficial
owner within the meaning of the Delaware Business Trust Act.

         "INDENTURE" means the Indenture, dated as of __________, 20__, between
the Depositor and the Debenture Trustee, as trustee, as amended or supplemented
from time to time.

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

         "INVESTMENT COMPANY EVENT" means the receipt by the Trust of an
opinion of counsel experienced in such matters (which may be counsel to the
Depositor or the Trust) to the effect that, as a result of the occurrence of a
change in law or regulation or a written change (including any announced
prospective change) in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority, there
is more than an insubstantial risk that the Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act, which change or prospective change becomes effective or


                                      -7-
<PAGE>


would become effective, as the case may be, on or after the date of the
issuance of the Preferred Securities.

         "LIEN" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

         "LIKE AMOUNT" means (a) with respect to a redemption of Trust
Securities, Trust Securities having an aggregate Liquidation Amount equal to
the aggregate principal amount of Debentures to be contemporaneously redeemed
in accordance with the Indenture, the proceeds of which will be used to pay the
aggregate Redemption Price of such Trust Securities, (b) with respect to a
distribution of Debentures to Holders in connection with a dissolution or
liquidation of the Trust, Debentures having an aggregate principal amount equal
to the aggregate Liquidation Amount of the Trust Securities of the Holder to
whom such Debentures are distributed and (c) with respect to any distribution
of Additional Amounts to Holders of Trust Securities, Debentures having an
aggregate principal amount equal to the aggregate Liquidation Amount of the
Trust Securities in respect of which such distribution is made.

         "LIQUIDATION AMOUNT" means the stated amount of $_____ per Trust
Security.

         "LIQUIDATION DATE" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a dissolution and
liquidation of the Trust pursuant to Section 9.4(a).

         "LIQUIDATION DISTRIBUTION" has the meaning specified in Section
9.4(d).

         "MAJORITY IN LIQUIDATION AMOUNT OF THE PREFERRED SECURITIES" or
"MAJORITY IN LIQUIDATION AMOUNT OF THE COMMON SECURITIES" means, except as
provided by the Trust Indenture Act, Preferred Securities or Common Securities,
as the case may be, representing more than 50% of the aggregate Liquidation
Amount of all then Outstanding Preferred Securities or all then Outstanding
Common Securities, respectively.

         "OFFICERS' CERTIFICATE" means a certificate signed by the President or
a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Depositor, and delivered to the appropriate
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 8.16 shall be the principal executive, financial or accounting officer
of the Depositor. Any Officers' Certificate delivered with respect to
compliance with a covenant or condition provided for in this Declaration shall
include:

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


                                      -8-
<PAGE>


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

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

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

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for or an employee of the Trust or the Depositor or any Affiliate of
either.

         "ORIGINAL DECLARATION" has the meaning specified in the recitals to
this Declaration.

         "OUTSTANDING," when used with respect to Trust Securities, means, as
of the date of determination, all Trust Securities theretofore executed and
delivered under this Declaration, except:

         (a)      Trust Securities theretofore canceled by the Securities
Registrar or delivered to the Securities Registrar for cancellation;

         (b)      Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or
any Paying Agent for the Holders of such Trust Securities; provided that, if
such Trust Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Declaration;

         (c)      Trust Securities that have been paid or in exchange for or in
lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 5.4, 5.5, 5.11 and 5.13; provided, however, that in
determining whether the Holders of the requisite aggregate Liquidation Amount
of Outstanding Preferred Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Preferred
Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities that a Responsible Officer of such Trustee
actually knows to be so owned shall be so disregarded; and

         (d)      the foregoing shall not apply at any time when all the
Outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate, other than any Preferred Securities
acquired by the Depositor or any of its Affiliates in connection with
transactions effected by or for the account of customers of the Depositor or
any of its Affiliates in connection with the distribution, trading or


                                      -9-
<PAGE>


market-making in respect of Preferred Securities. Preferred Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Administrative Trustees the
pledgee's right so to act with respect to such Preferred Securities and that
the pledgee is not the Depositor or any Affiliate of the Depositor.

         "OWNER" means (i) with respect to a Book-Entry Preferred Security,
each Person who is the beneficial owner of such Book-Entry Preferred Security
as reflected in the records of the Clearing Agency or, if a Clearing Agency
Participant is not the Owner, then as reflected in the records of a Person
maintaining an account with such Clearing Agency (directly or indirectly, in
accordance with the rules of such Clearing Agency) and (ii) with respect to any
Definitive Preferred Securities Certificate or any Common Security Certificate,
the record owner reflected in the Securities Register therefor.

         "PAYING AGENT" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be the Bank.

         "PAYMENT ACCOUNT" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Holders in which all amounts paid in respect
of the Debentures will be held and from which the Property Trustee, through the
Paying Agent, shall make payments to the Holders in accordance with Sections
4.1 and 4.2.

         "PERSON" means any individual, corporation, association, partnership,
joint venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

         "PREFERRED SECURITY" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $_____ per preferred
security and having the rights provided therefor in this Declaration, including
the right to receive Distributions and a Liquidation Distribution as provided
herein.

         "PREFERRED SECURITIES CERTIFICATE" means a certificate evidencing
Preferred Securities, substantially in the form attached hereto as Exhibit E.

         "PROPERTY TRUSTEE" means the Person identified as the "PROPERTY
TRUSTEE" in the preamble to this Declaration, solely in its capacity as
Property Trustee of the Trust and not in its individual capacity, or its
successor in interest in such capacity, or any successor property trustee
appointed as herein provided.

         "REDEMPTION DATE" means, with respect to any Trust Security to be
redeemed, the date fixed for redemption thereof; provided that each Debenture
Redemption Date and the stated maturity of the Debentures shall be a Redemption
Date for a Like Amount of Trust Securities.


                                     -10-
<PAGE>


         "REDEMPTION PRICE" means, with respect to any Trust Security, the
Liquidation Amount thereof, plus accumulated and unpaid Distributions to the
Redemption Date, plus the related amount of the premium, if any, paid by the
Depositor upon the concurrent redemption of a Like Amount of Debentures.

         "RELEVANT TRUSTEE" has the meaning specified in Section 8.10.

         "RESPONSIBLE OFFICER" shall mean when used with respect to the
Property Trustee, any officer within the Corporate Trust Office including any
Managing Director, Trust Officer, Principal, Vice President, Assistant Vice
President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge and familiarity with the particular
subject.

         "SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the respective
meanings specified in Section 5.4.

         "TRUST" means the Delaware business trust heretofore created, and
continued hereby, and identified on the cover page to this Declaration.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in
force at the date as of which this Declaration is executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"TRUST INDENTURE ACT" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

         "TRUST PROPERTY" means (a) the Debentures, (b) the rights of the Trust
under the Expense Agreement, (c) any cash on deposit in, or owing to, the
Payment Account and (d) all proceeds and rights in respect of the foregoing and
any other property and assets for the time being held or deemed to be held by
the Property Trustee pursuant to the trusts of this Declaration.

         "TRUST SECURITIES CERTIFICATE" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

         "TRUST SECURITY" means any one of the Common Securities or the
Preferred Securities.

         "TRUSTEES" means, collectively, the Property Trustee, the Delaware
Trustee, and the Administrative Trustees.

         "UNDERWRITING AGREEMENT" means the Underwriting Agreement, dated as of
__________, 20__, among the Trust, the Depositor and the several underwriters
named therein.


                                     -11-
<PAGE>


                                  ARTICLE II.
                           CONTINUATION OF THE TRUST

         SECTION 2.1.      NAME.

         The Trust continued hereby shall be known as "Regions Financing Trust
[III/IV]," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.

         SECTION 2.2.      OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
                           BUSINESS.

         The name and address of the Delaware Trustee, with a principal place
of business in the State of Delaware, is Bankers Trust (Delaware), 1011 Centre
Road, Suite 200, Wilmington, Delaware 19805, Attention: Corporate Trust and
Agency Services, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Holders and the Depositor. The
principal executive office of the Trust is in care of Regions Financial
Corporation, 417 North 20th Street, Birmingham, Alabama 35203.

         SECTION 2.3.      INITIAL CONTRIBUTION OF TRUST PROPERTY;
                           ORGANIZATIONAL EXPENSES.

         The Property Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Declaration of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

         SECTION 2.4.      ISSUANCE OF THE PREFERRED SECURITIES.

         The Depositor, on behalf of the Trust and pursuant to the Original
Declaration, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Declaration, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Sections 5.2, 5.3 and 8.9(a) and deliver to the Underwriters named in the
Underwriting Agreement, Preferred Securities Certificates, registered in the
name of the nominee of the initial Clearing Agency, representing __________
Preferred Securities, having an aggregate Liquidation Amount of $__________
against receipt of the aggregate purchase price of such Preferred Securities of
$__________ which amount such Administrative Trustee shall promptly deliver to
the Property Trustee.


                                     -12-
<PAGE>


         SECTION 2.5.      ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND
                           PURCHASE OF DEBENTURES.

         Contemporaneously with the execution and delivery of this Declaration,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Sections 5.2, 5.3 and 8.9(a) and deliver to the Depositor Common
Securities Certificates, registered in the name of the Depositor, representing
_______ Common Securities, having an aggregate Liquidation Amount of
$__________, against payment by the Depositor of such amount, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe for and purchase from the Depositor Debentures, registered in
the name of the Trust and having an aggregate principal amount of $__________,
and, in satisfaction of the purchase price for such Debentures, the Property
Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of
$__________ (being the sum of the amounts delivered to the Property Trustee
pursuant to (i) Section 2.4 and (ii) the first sentence of this Section 2.5).

         SECTION 2.6.      DECLARATION OF TRUST.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and to use the proceeds from such sale to acquire
Debentures, (b) to make distributions to the Holders of Trust Securities and
(c) to engage in those activities necessary, convenient or incidental thereto.
The Depositor hereby appoints the Trustees as trustees of the Trust, each to
have all the rights, powers and duties of such Trustee set forth herein, and
the Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Trust and the Holders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. Notwithstanding anything in this Declaration to the
contrary, the Delaware Trustee shall not be entitled to exercise any powers or
authority (except to the extent required under the Delaware Business Trust
Act), nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. Notwithstanding any provision to the contrary in this Declaration
or elsewhere, the Delaware Trustee shall be one of the trustees of the Trust
for the sole and limited purpose of fulfilling the requirements of Section
3807(a) of the Delaware Business Trust Act and (except for such duties of the
Delaware Trustee as may be expressly set forth herein) the Delaware Trustee
(both as such and in its individual capacity) shall have no duties or
liabilities to any Person under this Declaration or otherwise in respect of or
in connection with the Trust, the Trust Securities, or its serving as a trustee
of the Trust.

         SECTION 2.7.      AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

         (a)      The Trustees shall conduct the affairs of the Trust in
accordance with the terms of this Declaration. Subject to the limitations set
forth in Section 2.7(b), and in accordance with the following clauses (i), (ii)
and (iii), the Trustees shall have the authority to enter into all transactions
and agreements determined by the Trustees to be


                                     -13-
<PAGE>


appropriate in exercising the authority, express or implied, otherwise granted
to the Trustees under this Declaration, and to perform all acts in furtherance
thereof, including without limitation the following:

                  (i)      As among the Trustees, each Administrative Trustee
         (acting jointly or singly) shall have the power and authority to act
         on behalf of the Trust with respect to the following matters:

                           (A)      the issuance and sale of the Trust
                  Securities;

                           (B)      to cause the Trust to enter into, and to
                  execute, deliver and perform on behalf of the Trust, the
                  Expense Agreement and the Certificate Depository Agreement
                  and such other agreements as may be necessary or desirable in
                  connection with the purposes and function of the Trust;

                           (C)      assisting in the registration of the
                  Preferred Securities under the Securities Act of 1933, as
                  amended, and under applicable state securities or blue sky
                  laws, and the qualification of this Declaration as a trust
                  indenture under the Trust Indenture Act;

                           (D)      assisting in the listing of the Preferred
                  Securities upon such securities exchange or exchanges as
                  shall be determined by the Depositor and with the
                  registration of the Preferred Securities under the Securities
                  Exchange Act of 1934, as amended, and with the preparation
                  and filing of all periodic and other reports and other
                  documents pursuant to the foregoing;

                           (E)      assisting in the sending of notices (other
                  than notices of default) and other information regarding the
                  Trust Securities and the Debentures to the Holders in
                  accordance with this Declaration;

                           (F)      the appointment of a Paying Agent and
                  Securities Registrar in accordance with this Declaration;

                           (G)      execution of the Trust Securities in
                  accordance with this Declaration;

                           (H)      registering transfer of the Trust
                  Securities in accordance with this Declaration;

                           (I)      to the extent provided in this Declaration,
                  the winding up of the affairs of and liquidation of the Trust
                  and the preparation, execution and filing of the certificate
                  of cancellation with the Secretary of State of the State of
                  Delaware;


                                     -14-
<PAGE>


                           (J)      unless otherwise required by the Trust
                  Indenture Act or the Delaware Business Trust Act, to execute
                  on behalf of the Trust (either acting alone or together with
                  any or all of the Administrative Trustees) any documents that
                  the Administrative Trustees have the power to execute
                  pursuant to this Declaration; and

                           (K)      the taking of any action incidental or
                  convenient to the foregoing as the Trustees may from time to
                  time determine is necessary or advisable to give effect to
                  the terms of this Declaration for the benefit of the Holders
                  (without consideration of the effect of any such action on
                  any particular Holder).

                  (ii)     As among the Trustees, the Property Trustee shall
         have the power, duty and authority to act on behalf of the Trust with
         respect to the following matters:

                           (A)      the establishment of the Payment Account;

                           (B)      the receipt of the Debentures;

                           (C)      the collection of interest, principal and
                  any other payments made in respect of the Debentures in the
                  Payment Account;

                           (D)      the distribution through the Paying Agent
                  of amounts owed to the Holders in respect of the Trust
                  Securities;

                           (E)      the exercise of all of the rights, powers
                  and privileges of a holder of the Debentures;

                           (F)      the sending of notices of default and other
                  information regarding the Trust Securities and the Debentures
                  to the Holders in accordance with this Declaration;

                           (G)      the distribution of the Trust Property in
                  accordance with the terms of this Declaration;

                           (H)      to the extent provided in this Declaration,
                  the winding up of the affairs of and liquidation of the Trust
                  and the preparation, execution and filing of the certificate
                  of cancellation with the Secretary of State of the State of
                  Delaware;

                           (I)      after an Event of Default (other than under
                  paragraph (b), (c), (d) or (e) of the definition of such term
                  if such Event of Default is by or with respect to the
                  Property Trustee) the taking of any action incidental or
                  convenient to the foregoing as the Property Trustee may from
                  time to time determine is necessary or advisable to give
                  effect to the terms of this


                                     -15-
<PAGE>


                  Declaration and protect and conserve the Trust Property for
                  the benefit of the Holders (without consideration of the
                  effect of any such action on any particular Holder); and

                           (J)      except as otherwise provided in this
                  Section 2.7(a)(ii), the Property Trustee shall have none of
                  the duties, liabilities, powers or the authority of the
                  Administrative Trustees set forth in Section 2.7(a)(i).

                  (iii)    The Property Trustee shall comply with the listing
         requirements of the Preferred Securities upon such securities exchange
         or exchanges as shall be determined by the Depositor, the registration
         of the Preferred Securities under the Exchange Act, if required, and
         the preparation and filing of all periodic and other reports and other
         documents pursuant to the foregoing.

         (b)      So long as this Declaration remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Declaration, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of
the Trust Property or interests therein, including to Holders, except as
expressly provided herein, (iii) take any action that would cause, or would
reasonably be expected to cause, the Trust to become taxable as a corporation
or classified as other than a grantor trust for United States federal income
tax purposes, (iv) incur any indebtedness for borrowed money or issue any other
debt or (v) take or consent to any action that would (A) cause the Debentures
or any security succeeding such Debentures to be treated as other than
indebtedness of the Depositor for United States federal income tax purposes
unless the Trust first obtains the consent of all Holders of Outstanding
Preferred Securities or (B) result in the granting or creation of a Lien on any
of the Trust Property. The Administrative Trustees shall defend all claims and
demands of all Persons at any time claiming any Lien on any of the Trust
Property adverse to the interest of the Trust or the Holders in their capacity
as Holders.

         (c)      In connection with the issue and sale of the Preferred
Securities, the Depositor shall have the right and responsibility to assist the
Trust with respect to, or effect on behalf of the Trust, the following (and any
actions taken by the Depositor in furtherance of the following prior to the
date of this Declaration are hereby ratified and confirmed in all respects):
(i) the preparation and filing by the Trust with the Commission and the
execution on behalf of the Trust of a registration statement on the appropriate
form in relation to the Preferred Securities, including any amendments thereto
and the taking of any action necessary or desirable to sell the Preferred
Securities in a transaction or series of transactions pursuant thereto; (ii)
the determination of the States or other jurisdictions (if any) in which to
take appropriate action to qualify or register for sale all or part of the
Preferred Securities and the determination of any and all such acts, other than
actions which must be taken by or on behalf of the Trust, and the advice to the
Trustees of actions they must take on behalf of the Trust, and the preparation
for execution and filing of any documents to be executed and filed by the Trust
or on behalf


                                     -16-
<PAGE>


of the Trust, as the Depositor deems necessary or advisable in order to comply
with the applicable laws of any such States; (iii) the preparation for filing
by the Trust and execution on behalf of the Trust of an application to the New
York Stock Exchange or any other national stock exchange or the Nasdaq National
Market for listing, upon notice of issuance, of any Preferred Securities; (iv)
the preparation for filing by the Trust with the Commission and the execution
on behalf of the Trust of a registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12(b) or 12(g) of the
Exchange Act, including any amendments thereto; (v) the negotiation of the
terms of, and the execution and delivery of, the Underwriting Agreement
providing for the sale of the Preferred Securities; and (vi) the taking of any
other actions necessary or desirable to carry out any of the foregoing
activities.

         (d)      Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be
an "investment company" required to be registered under the 1940 Act, or to be
classified as an association taxable as a corporation for United States federal
income tax purposes and so that the Debentures will be treated as indebtedness
of the Depositor for United States federal income tax purposes. In this
connection, the Depositor and the Administrative Trustees are authorized to
take any action, not inconsistent with applicable law, the Certificate of Trust
or this Declaration, that each of the Depositor and any Administrative Trustee
determines in its discretion to be necessary or desirable for such purposes, as
long as such action does not adversely affect in any material respect the
interests of the Holders of the Preferred Securities.

         SECTION 2.8.      ASSETS OF TRUST.

         The assets of the Trust shall consist of the Trust Property.

         SECTION 2.9.      TITLE TO TRUST PROPERTY.

         Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered
by the Property Trustee for the benefit of the Trust and the Holders in
accordance with this Declaration.


                                  ARTICLE III.
                                PAYMENT ACCOUNT

         SECTION 3.1.      PAYMENT ACCOUNT.

         (a)      On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Declaration. All
monies and other property deposited or held from time to time in the Payment
Account shall be held by the Property Trustee in the Payment


                                     -17-
<PAGE>


Account for the exclusive benefit of the Holders and for distribution as herein
provided, including (and subject to) any priority of payments provided for
herein.

         (b)      The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of or interest on, and any
other payments or proceeds in respect of, the Debentures.

         (c)      Amounts held in the Payment Account shall not be invested by
the Property Trustee pending distribution thereof.


                                  ARTICLE IV.
                           DISTRIBUTIONS; REDEMPTION

         SECTION 4.1.      DISTRIBUTIONS.

         (a)      The Trust Securities represent undivided beneficial interests
in the Trust Property, and Distributions (including Additional Amounts) will be
made on the Trust Securities at the rate and on the dates that payments of
interest (including Additional Interest) are made on the Debentures.
Accordingly:

                  (i)      Distributions on the Trust Securities shall be
         cumulative, and will accumulate whether or not there are funds of the
         Trust available for the payment of Distributions. Distributions shall
         accrue from __________, 20__, and, except to the extent that the
         Depositor exercises its right to defer the payment of interest on the
         Debentures in accordance with the Indenture, shall be payable
         quarterly in arrears on __________, __________, __________ and
         __________ of each year, commencing on __________, 20__. If any date
         on which a Distribution would otherwise be payable on the Trust
         Securities is not a Business Day, then the payment of such
         Distribution shall be made on the next succeeding day that is a
         Business Day (and, so long as such payment is made on the next
         succeeding Business Day, without any interest or other payment in
         respect of any such delay), or, if such Business Day falls in the next
         calendar month, on the immediately preceding Business Day, in each
         case, with the same force and effect as if made on such date (each
         date on which Distributions are payable in accordance with this
         Section 4.1(a), a "Distribution Date").

                  (ii)     In the event (and to the extent) that the Depositor
         exercises its right under the Indenture to defer the payment of
         interest on the Debentures, Distributions on the Preferred Securities
         shall be deferred but shall continue to accumulate. Distributions on
         the Trust Securities shall be payable at a rate of ____% per annum of
         the Liquidation Amount of the Trust Securities. The amount of
         Distributions payable for any full period shall be computed on the
         basis of a 360-day year of twelve 30-day months. The amount of
         Distributions for any partial period shall be computed based on the
         actual number of days elapsed in such partial period. The amount of
         Distributions payable for any period shall include the Additional
         Amounts, if any.


                                     -18-
<PAGE>


                  (iii)    Distributions on the Trust Securities shall be made
         by the Property Trustee from the Payment Account and shall be payable
         on each Distribution Date only to the extent that the Trust has funds
         then on hand and available in the Payment Account for the payment of
         such Distributions.

         (b)      Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities at the close of business on the
relevant record date for such Distribution Date, which shall be at the close of
business on the ____ day (whether or not a Business Day) of the month[ prior to
the month] in which the relevant Distribution Date occurs. Distributions
payable on any Trust Securities that are not punctually paid on any
Distribution Date as a result of the Depositor having failed to make an
interest payment under the Debentures will cease to be payable to the Person in
whose name such Trust Securities are registered on the relevant record date,
and such defaulted Distribution will instead be payable to the Person in whose
name such Trust Securities are registered on the special record date or other
specified date for determining Holders entitled to such defaulted interest
established in accordance with the Indenture.

         SECTION 4.2.      REDEMPTION.

         (a)      On each Debenture Redemption Date and upon the stated
maturity of the Debentures, the Trust will be required to redeem a Like Amount
of Trust Securities at the Redemption Price.

         (b)      Notice of redemption shall be given by the Property Trustee
by first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date to each Holder of Trust Securities to be
redeemed, at such Holder's address appearing in the Security Register. All
notices of redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price or if the Redemption Price
         cannot be calculated prior to the time the notice is required to be
         sent, an estimate of the Redemption Price provided pursuant to the
         Indenture together with a statement that it is an estimate and that
         the actual Redemption Price will be calculated on the third Business
         Day prior to the Redemption Date (and if an estimate is provided, a
         further notice shall be sent of the actual Redemption Price on the
         date that such Redemption Price is calculated);

                  (iii)    the CUSIP number or numbers of the Trust Securities
         affected;

                  (iv)     if less than all the Outstanding Trust Securities
         are to be redeemed, the identification and the aggregate Liquidation
         Amount of the Trust Securities to be redeemed;


                                     -19-
<PAGE>


                  (v)      that on the Redemption Date the Redemption Price in
         respect of each such Trust Security to be redeemed will be due and
         payable and that Distributions thereon will cease to accrue on and
         after said date (except as provided in the last sentence of Section
         4.2(d)); and

                  (vi)     the place or places of business where the Trust
         Securities are to be surrendered for the payment of the Redemption
         Price.

         (c)      The Trust Securities redeemed on each Redemption Date shall
be redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Debentures. Redemptions of the Trust Securities shall be made and
the Redemption Price shall be due and payable on each Redemption Date only to
the extent that the Trust has funds then on hand and available in the Payment
Account for the payment of such Redemption Price.

         (d)      If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 10:00 A.M., New York City time,
on the Redemption Date, the Depositor shall deposit sufficient funds with the
Property Trustee to pay the Redemption Price. If such deposit has been made by
such time, then by 12:00 noon, New York City time, on the Redemption Date,
subject to Section 4.2(c), the Property Trustee will, so long as the Preferred
Securities are in book-entry-only form, irrevocably deposit with the Clearing
Agency for the Preferred Securities funds sufficient to pay the applicable
Redemption Price. If the Preferred Securities are no longer in book-entry-only
form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit
with the Paying Agent funds sufficient to pay the applicable Redemption Price
and will give the Paying Agent irrevocable instructions and authority to pay
the Redemption Price to the Holders thereof upon surrender of their Preferred
Securities Certificates. Notwithstanding the foregoing, any Distribution
payable on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register on the relevant record date for such
Distribution Date. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
Holders of Trust Securities so called for redemption will cease, except the
right of such Holders to receive the Redemption Price therefor and any
Distribution payable in respect of the Trust Securities on or prior to the
Redemption Date, but without interest, and such Trust Securities will cease to
be outstanding. In the event that any date on which any Redemption Price is
payable 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), or, if
such Business Day falls in the next calendar month, on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date. In the event that payment of the Redemption Price for any Trust
Securities called for redemption is improperly withheld or refused and not paid
either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities will continue to accumulate, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid,


                                     -20-
<PAGE>


in which case the actual payment date will be the date fixed for redemption for
purposes of calculating the Redemption Price.

         (e)      Payment of the Redemption Price for Trust Securities shall be
made to the recordholders thereof as they appear on the Securities Register on
the relevant record date for the Redemption Date, which shall be the date 15
days prior to such Redemption Date.

         (f)      Subject to Section 4.3(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata (based on Liquidation Amounts) among the Common Securities and the
Preferred Securities. The particular Preferred Securities to be redeemed shall
be selected pro rata (based upon Liquidation Amounts) not more than 60 days
prior to the Redemption Date by the Property Trustee from the Outstanding
Preferred Securities not previously called for redemption or by such other
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate; provided, however, that so long as the Preferred
Securities are in book-entry-only form, such selection shall be made in
accordance with the customary procedures for the Clearing Agency for the
Preferred Securities by such Clearing Agency. The Property Trustee shall
promptly notify the Security Registrar in writing of the Preferred Securities
selected for redemption and, in the case of any Preferred Securities selected
for partial redemption, the Liquidation Amount thereof to be redeemed. For all
purposes of this Declaration, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part,
to the portion of the Liquidation Amount of Preferred Securities that has been
or is to be redeemed.

         SECTION 4.3.      SUBORDINATION OF COMMON SECURITIES.

         (a)      Payment of Distributions (including Additional Amounts, if
applicable) on, the Redemption Price of, and the Liquidation Distribution in
respect of, the Trust Securities, as applicable, shall be made, subject to
Section 4.2(f), pro rata (based on Liquidation Amount) among the Common
Securities and the Preferred Securities; provided, however, that if on any
Distribution Date, Redemption Date or Liquidation Date, any Event of Default
resulting from a Debenture Event of Default specified in Section 501(1) or
501(2) of the Indenture shall have occurred and be continuing, no payment of
any Distribution (including Additional Amounts, if applicable) on, Redemption
Price of, or Liquidation Distribution in respect of, any Common Security, and
no other payment on account of the redemption, liquidation or other acquisition
of Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price, the full amount of such Redemption Price on all Outstanding
Preferred Securities, or in the case of payment of the Liquidation Distribution
the full amount of such Liquidation Distribution on all Outstanding Preferred
Securities then called for redemption, shall have been made or provided for,
and all funds immediately available to the Property Trustee shall first be
applied to the payment in full


                                     -21-
<PAGE>


in cash of all Distributions (including Additional Amounts, if applicable) on,
or the Redemption Price of, Preferred Securities then due.

         (b)      In the event of the occurrence of any Event of Default
resulting from any Debenture Event of Default, the Holder of Common Securities
will be deemed to have waived any right to act with respect to any such Event
of Default under this Declaration until the effect of all such Events of
Default with respect to the Preferred Securities have been cured, waived or
otherwise eliminated. Until any such Event of Default under this Declaration
with respect to the Preferred Securities has been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Preferred Securities and not on behalf of the Holder of the Common
Securities, and only the Holders of all the Preferred Securities will have the
right to direct the Property Trustee to act on their behalf.

         SECTION 4.4.      PAYMENT PROCEDURES.

         Payments of Distributions (including Additional Amounts, if
applicable) in respect of the Preferred Securities shall be made by wire
transfer or check mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register or, if the Preferred Securities
are held by a Clearing Agency, such Distributions shall be made to such
Clearing Agency in immediately available funds. Payments in respect of the
Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Common Holder.

         SECTION 4.5.      TAX RETURNS AND REPORTS.

         The Administrative Trustees shall prepare (or cause to be prepared),
at the Depositor's expense, and file all United States federal, state and local
tax and information returns and reports required to be filed by or in respect
of the Trust. In this regard, the Administrative Trustees shall (a) prepare and
file (or cause to be prepared and filed) the appropriate Internal Revenue
Service forms and returns required to be filed in respect of the Trust in each
taxable year of the Trust and (b) prepare and furnish (or cause to be prepared
and furnished) to each Holder the appropriate Internal Revenue Service form
required to be provided on such form. The Administrative Trustees shall provide
the Depositor and the Property Trustee with a copy of all such returns and
reports promptly after such filing or furnishing. The Trustees and the Trust
shall comply with United States federal withholding and backup withholding tax
laws and information reporting requirements with respect to any payments to
Holders under the Trust Securities.

         SECTION 4.6.      PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

         Upon receipt under the Debentures of Additional Sums, the Property
Trustee shall promptly pay any taxes, duties or governmental charges of
whatsoever nature (other than withholding taxes) imposed on the Trust by the
United States or any other taxing authority which were included in such
Additional Sums.


                                     -22-
<PAGE>


         SECTION 4.7.      PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT
                           ACTIONS.

         Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder (or an
Owner with respect to the Holder's Preferred Securities) has directly received
pursuant to Section 508 of the Indenture or Section 5.14 of this Declaration.

         SECTION 4.8.      LIABILITY OF THE HOLDER OF COMMON SECURITIES.

         The Holder of the Common Securities shall be liable for the debts and
obligations of the Trust in the manner and to the extent set forth in the
Expense Agreement.


                                   ARTICLE V.
                         TRUST SECURITIES CERTIFICATES

         SECTION 5.1.      INITIAL OWNERSHIP.

         Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are Outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

         SECTION 5.2.      THE TRUST SECURITIES CERTIFICATES.

         The Trust Securities Certificates shall be executed on behalf of the
Trust by manual or facsimile signature of at least one Administrative Trustee.
Trust Securities Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefits of this Declaration, notwithstanding that such individuals or
any of them shall have ceased to be so authorized prior to the delivery of such
Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Holder, and shall be entitled to the
rights and subject to the obligations of a Holder hereunder, upon due
registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.11 and 5.13.

         SECTION 5.3.      EXECUTION AND DELIVERY OF TRUST SECURITIES
                           CERTIFICATES.

         At the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to
the Property Trustee and upon such delivery the Property Trustee shall
authenticate such Trust Securities Certificates upon the written order of the
Trust executed by an Administrative Trustee thereof, without further corporate
action by the Depositor, in authorized denominations.


                                     -23-
<PAGE>


         SECTION 5.4.      REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST
                           SECURITIES CERTIFICATES.

         The Property Trustee shall keep or cause to be kept, at its Corporate
Trust Office, a register or registers for the purpose of registering Trust
Securities Certificates and transfers and exchanges of Trust Securities
Certificates (the "Securities Register"), in which the registrar and transfer
agent with respect to the Trust Securities designated by the Depositor (the
"Securities Registrar"), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates (subject to Section 5.10 in the
case of the Common Securities Certificates) and registration of transfers and
exchanges of Trust Securities Certificates as herein provided. The Property
Trustee shall be the initial Securities Registrar. The provisions of Sections
8.1, 8.3 and 8.6 shall apply to the Property Trustee also in its role as
Securities Registrar, for so long as the Property Trustee shall act as
Securities Registrar.

         Upon surrender for registration of transfer of any Trust Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Trust
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee
or Trustees.

         The Securities Registrar shall not be required, (i) to issue, register
the transfer of or exchange any Preferred Security during a period beginning at
the opening of business 15 days before the day of selection for redemption of
such Preferred Securities pursuant to Article IV and ending at the close of
business on the day of mailing of the notice of redemption, or (ii) to register
the transfer of or exchange any Preferred Security so selected for redemption
in whole or in part, except, in the case of any such Preferred Security to be
redeemed in part, any portion thereof not to be redeemed. At the option of a
Holder, Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 5.8.

         Every Trust Securities Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed and accompanied by
a written instrument of transfer in form satisfactory to an Administrative
Trustee and the Securities Registrar duly executed by the Holder or his
attorney duly authorized in writing. Each Trust Securities Certificate
surrendered for registration of transfer or exchange or for payment shall be
canceled and subsequently disposed of by an Administrative Trustee or
Securities Registrar in accordance with such Person's customary practice.

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


                                     -24-
<PAGE>


         The Property Trustee shall not be required to ensure or verify
compliance with securities laws, including the Securities Act, the Exchange Act
and 1940 Act, in connection with transfers and exchanges of Preferred
Securities Certificates.

         SECTION 5.5.      MUTILATED, DESTROYED, LOST OR STOLEN TRUST
                           SECURITIES CERTIFICATES.

         If (a) any mutilated Trust Securities Certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a protected
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate,
a new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustees or the Securities Registrar 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 Trust Securities
Certificate issued pursuant to this Section shall constitute conclusive
evidence of an undivided beneficial interest in the Trust Property, as if
originally issued, whether or not the lost, stolen or destroyed Trust
Securities Certificate shall be found at any time.

         If any such mutilated, destroyed, lost or stolen Trust Securities
Certificate has become or is about to become due and payable, the
Administrative Trustees in their discretion may, instead of issuing a new Trust
Securities Certificate, pay such Trust Securities Certificate.

         The provisions of this Section 5.5 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement of mutilated, destroyed, lost or stolen Trust Securities
Certificates.

         SECTION 5.6.      PERSONS DEEMED HOLDERS.

         The Trustees or the Securities Registrar shall treat the Person in
whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
neither the Trustees nor the Securities Registrar shall be bound by any notice
to the contrary.

         SECTION 5.7.      ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

         Each Holder and each Owner shall be deemed to have agreed not to hold
the Depositor, or any of the Trustees, accountable by reason of the disclosure
of its name and address, regardless of the source from which such information
was derived.


                                     -25-
<PAGE>


         SECTION 5.8.      MAINTENANCE OF OFFICE OR AGENCY.

         The Administrative Trustees shall maintain an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be
served. The Administrative Trustees initially designate Bankers Trust Company,
4 Albany Street, 4th Floor, New York, New York 10006 Attention: Corporate Trust
and Agency Services, as their principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Holders of any change in the location of the Securities
Register or any such office or agency.

         SECTION 5.9.      APPOINTMENT OF PAYING AGENT.

         The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrative Trustees. Any Paying Agent shall have the power
to receive funds (and if the Paying Agent shall also be the Property Trustee,
such Paying Agent shall have the power to withdraw funds) from the Payment
Account solely for the purpose of making the Distributions referred to above.
The Administrative Trustees may revoke such power and remove the Paying Agent
if such Trustees determine in their sole discretion that the Paying Agent shall
have failed to perform its obligations under this Declaration in any material
respect. The Paying Agent shall initially be the Bank, and any co-paying agent
chosen by the Bank, and acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Bank shall no longer
be the Paying Agent or a successor Paying Agent shall resign or its authority
to act be revoked, the Administrative Trustees shall appoint a successor that
is acceptable to the Property Trustee and the Depositor to act as Paying Agent
(which shall be a bank or trust company). The Administrative Trustees shall
cause such successor Paying Agent or any additional Paying Agent appointed by
the Administrative Trustees to execute and deliver to the Trustees an
instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment
to the Holders in trust for the benefit of the Holders entitled thereto until
such sums shall be paid to such Holders. The Paying Agent shall return all
unclaimed funds to the Property Trustee and upon removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Property
Trustee. The provisions of Sections 8.1, 8.3 and 8.6 shall apply to the Bank
also in its capacity as Paying Agent, for so long as the Bank shall act as
Paying Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Declaration to the Paying Agent shall include
any co-paying agent unless the context requires otherwise.


                                     -26-
<PAGE>


         SECTION 5.10.     OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

         At the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities executed and delivered on the
Closing Date. To the fullest extent permitted by law, other than (i) a transfer
to an Affiliate of the Depositor or (ii) in connection with a transaction
permitted pursuant to Article Eight of the Indenture (and in either case only
upon an effective assignment and delegation by the Holder of all the Common
Securities to its transferee of all of its rights and obligations under the
Expense Agreement), any attempted transfer of the Common Securities shall be
void; provided, however, that any transfer of the Common Securities to an
Affiliate of the Depositor shall be conditioned upon satisfaction of both of
the following: (a) the Depositor shall continue to maintain, directly or
indirectly, 100% ownership of the Common Securities and (b) the Trust shall not
be required to register as an investment company under the 1940 Act as a result
of such transfer. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor to contain a legend stating
"THIS CERTIFICATE IS NOT TRANSFERABLE OTHER THAN IN ACCORDANCE WITH SECTION
5.10 OF THE DECLARATION."

         SECTION 5.11.     GLOBAL PREFERRED SECURITIES CERTIFICATES; COMMON
                           SECURITIES CERTIFICATE.

         (a)      The Preferred Securities Certificates, upon original
issuance, will be issued in the form of a typewritten Preferred Securities
Certificate or Certificates representing Global Preferred Securities, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust. Such Preferred Securities Certificate or Certificates
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner will receive a
Definitive Preferred Securities Certificate representing such Owner's interest
in such Preferred Securities and no transfer of the certificate representing
the Book-Entry Preferred Security in whole or in part may be registered, in the
name of any Person other than the Clearing Agency for such Book-Entry Preferred
Security or a nominee thereof, except as provided in Section 5.13. Unless and
until Definitive Preferred Securities Certificates have been issued to Owners
pursuant to Section 5.13:

                  (i)      the Securities Registrar and the Trustees shall be
         entitled to deal with the Clearing Agency for all purposes of this
         Declaration relating to the Global Preferred Securities (including the
         payment of the Liquidation Amount of and Distributions on the
         Preferred Securities evidenced by Book-Entry Preferred Securities
         Certificates and the giving of instructions or directions to Owners of
         Preferred Securities evidenced by Book-Entry Preferred Securities
         Certificates) as the sole Holder of Preferred Securities and shall
         have no obligations to the Owners thereof;

                  (ii)     to the extent that the provisions of this Section
         5.11 conflict with any other provisions of this Declaration, the
         provisions of this Section 5.11 shall control; and


                                     -27-
<PAGE>


                  (iii)    the rights of the Owners of the Book-Entry Preferred
         Securities Certificates shall be exercised only through the Clearing
         Agency and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing Agency
         Participants. Pursuant to the Certificate Depository Agreement, unless
         and until Definitive Preferred Securities Certificates are issued
         pursuant to Section 5.13, the initial Clearing Agency will make
         book-entry transfers among the Clearing Agency Participants and
         receive and transmit payments on the Preferred Securities to such
         Clearing Agency Participants.

         (b)      A single Common Securities Certificate representing the
Common Securities shall be issued to the Depositor in the form of a definitive
Common Securities Certificate.

         SECTION 5.12.     NOTICES TO CLEARING AGENCY.

         To the extent that a notice or other communication to the Holders or
Owners is required under this Declaration, unless and until Definitive
Preferred Securities Certificates shall have been issued to Owners pursuant to
Section 5.13, the Trustees shall give all such notices and communications
specified herein to be given to Holders and Owners to the Clearing Agency, and
shall have no obligations to the Owners.

         SECTION 5.13.     DEFINITIVE PREFERRED SECURITIES CERTIFICATES.

         If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its option advises
the Trustees in writing that it elects to terminate the book-entry system
through the Clearing Agency, (c) the Clearing Agency ceases to be a clearing
agency registered under the Exchange Act and no qualified successor is
appointed by the Administrative Trustees within 90 days after its receipt of
such notice or its becoming aware of such cessation, or (d) there shall have
occurred and be continuing a Debenture Event of Default, then an Administrative
Trustee shall notify the Clearing Agency and the Clearing Agency shall notify
all Owners of Book-Entry Preferred Securities Certificates and the other
Trustees of the occurrence of any such event and of the availability of the
Definitive Preferred Securities Certificates to Owners of such class or
classes, as applicable, requesting the same. Upon surrender to the Property
Trustee or Registrar of the typewritten Preferred Securities Certificate or
Certificates representing the Book Entry Preferred Securities Certificates by
the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees, or any one of them, shall execute the Definitive
Preferred Securities Certificates in accordance with the instructions of the
Clearing Agency. Neither the Securities Registrar nor the Trustees shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions. Upon the
issuance of Definitive Preferred Securities Certificates, the Trustees shall
recognize the Holders of the Definitive Preferred Securities Certificates as
Holders. The Definitive Preferred Securities Certificates shall be printed,
lithographed or engraved or may be


                                     -28-
<PAGE>


produced in any other manner as is reasonably acceptable to the Administrative
Trustees, as evidenced by the execution thereof by the Administrative Trustees
or any one of them.

         SECTION 5.14.     RIGHTS OF HOLDERS.

         (a)      The legal title to the Trust Property is vested exclusively
in the Property Trustee (in its capacity as such) in accordance with Section
2.9, and the Holders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Declaration. The Trust Securities
shall have no preemptive or similar rights. When issued and delivered to
Holders of Preferred Securities against payment of the purchase price therefor,
the Preferred Securities will be fully paid and nonassessable undivided
beneficial interests in the Trust Property. The Holders, in their capacities as
such, shall be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

         (b)      For so long as any Preferred Securities remain Outstanding,
if, upon a Debenture Event of Default, the Debenture Trustee fails or the
holders of not less than 25% in aggregate principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due, the Holders of at least 25% in aggregate Liquidation Amount of
the Preferred Securities then Outstanding shall have such right by a notice in
writing to the Depositor, the Property Trustee and the Debenture Trustee; and
upon any such declaration such principal amount of and the accrued interest on
all of the Debentures shall become immediately due, provided that the payment
of principal and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.

         At any time after such a declaration of acceleration with respect to
the Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities, by written notice to the Property Trustee, the Depositor
and the Debenture Trustee, may rescind and annul such declaration and its
consequences if:

                  (i)      the Depositor has paid or deposited with the
         Debenture Trustee a sum sufficient to pay

                           (A)      all overdue installments of interest
                  (including any Additional Interest) on all of the Debentures,

                           (B)      the principal of (and premium, if any, on)
                  any Debentures which have become due otherwise than by such
                  declaration of acceleration and interest thereon at the rate
                  borne by the Debentures, and


                                     -29-
<PAGE>


                           (C)      all sums paid or advanced by the Debenture
                  Trustee under the Indenture and the reasonable compensation,
                  expenses, disbursements and advances of the Debenture Trustee
                  and the Property Trustee, their agents and counsel; and

                  (ii)     all Events of Default with respect to the
         Debentures, other than the non- payment of the principal of the
         Debentures which has become due solely by such acceleration, have been
         cured or waived as provided in Section 513 of the Indenture.

         The Holders of at least a Majority in Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture or Debenture Event of
Default with respect to the Debentures, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Debenture.
Upon any such waiver, such default or Debenture Event of Default shall cease to
exist and any default or Debenture Event of Default arising therefrom shall be
deemed to have been cured for every purpose of the Indenture, but no such
waiver shall affect any subsequent default or impair any right consequent
thereon.

         Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of any part of
the Preferred Securities, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso
to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 5.14(b).

         (c)      For so long as any Preferred Securities remain Outstanding,
to the fullest extent permitted by law and subject to the terms of this
Declaration and the Indenture, upon a Debenture Event of Default specified in
Section 501(1) or 501(2) of the Indenture, any Holder of Preferred Securities
shall have the right to institute a proceeding directly


                                     -30-
<PAGE>


against the Depositor, pursuant to Section 508 of the Indenture, for
enforcement of payment to such Holder of any amounts payable in respect of
Debentures having an aggregate principal amount equal to the Liquidation Amount
of the Preferred Securities of such Holder (a "Direct Action"). Except as set
forth in Section 5.14(b) and this Section 5.14(c), Holders of Preferred
Securities shall have no right to exercise directly any right or remedy
available to holders of, or in respect of, Debentures.

         (d)      Except as otherwise provided in paragraphs (a), (b) and (c)
of this Section 5.14, the Holders of at least a Majority in Liquidation Amount
of the Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default or Event of Default and its consequences.
Upon such waiver, any such default or Event of Default shall cease to exist,
and any default or Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

         Notwithstanding anything contained herein to the contrary, the
Property Trustee shall not be bound, obligated or required to take any action
at the request or direction of any of any Holder or Owner pursuant to this
Declaration if such Holder or Owner shall not have made available to the
Property Trustee, security or indemnity reasonably acceptable to the Property
Trustee against the costs, expenses and liabilities including fees and expenses
of its agents and counsel) which might be incurred by it in compliance with the
written request or direction.


                                  ARTICLE VI.
                       ACTS OF HOLDERS; MEETINGS; VOTING

         SECTION 6.1.      LIMITATIONS ON VOTING RIGHTS.

         (a)      Except as provided in this Declaration and in the Indenture,
and as otherwise required by law, no Holder of Preferred Securities shall have
any right to vote or in any manner otherwise control the administration,
operation and management of the Trust or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the Trust
Securities Certificates, be construed so as to constitute the Holders from time
to time as partners or members of an association.

         (b)      So long as any Debentures are held by the Property Trustee,
the Trustees shall not (i) direct the time, method or place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waivable under Section 513 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the
prior approval of the Holders of at least a Majority in Liquidation Amount of
the Preferred Securities; provided, however, that where a consent under the
Indenture would


                                     -31-
<PAGE>


require the consent of each holder of Debentures affected thereby, no such
consent shall be given by the Property Trustee without the prior written
consent of each Holder of Preferred Securities. The Trustees shall not revoke
any action previously authorized or approved by a vote of the Holders of
Preferred Securities, except by a subsequent vote of the Holders of Preferred
Securities. The Property Trustee shall notify all Holders of Preferred
Securities of any notice of default received from the Debenture Trustee with
respect to the Debentures. In addition to obtaining the foregoing approvals of
Holders of Preferred Securities, prior to taking any of the foregoing actions,
the Trustees shall, at the expense of the Depositor, obtain an Opinion of
Counsel experienced in such matters to the effect that such action shall not
cause the Trust to be classified as other than a grantor trust or taxable as a
corporation for United States federal income tax purposes.

         (c)      If any proposed amendment to the Declaration provides for, or
the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to this Declaration or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Declaration, then the Holders of
Outstanding Preferred Securities as a 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 the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities. Notwithstanding any other provision of this
Declaration, no amendment to this Declaration may be made if, as a result of
such amendment, it would cause the Trust to be classified as other than a
grantor trust or taxable as a corporation for United States federal income tax
purposes.

         SECTION 6.2.      NOTICE OF MEETINGS.

         Notice of all meetings of Holders of Preferred Securities, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each such Holder at such Holder's address as it
appears in the Securities Register as of the record date for such meeting. Such
notice shall be sent, first-class mail, at least 15 days and not more than 90
days before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the
meeting. Any adjourned meeting may be held as adjourned without further notice.

         SECTION 6.3.      MEETINGS OF HOLDERS OF PREFERRED SECURITIES.

         No annual meeting of Holders is required to be held. The
Administrative Trustees, however, shall call a meeting of Holders of Preferred
Securities to vote on any matter upon the written request of the Holders of
record of at least 25% in aggregate Liquidation Amount of Outstanding Preferred
Securities and the Administrative Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of Holders of Preferred Securities to
vote on any matters as to which Holders of Preferred Securities are entitled to
vote. Holders of at least a Majority in Liquidation Amount of the Preferred
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of Holders of Preferred Securities.


                                     -32-
<PAGE>


         If a quorum is present at a meeting, an affirmative vote by the
Holders of record present, in person or by proxy, holding at least a Majority
in Liquidation Amount of the Preferred Securities held by the Holders of record
present, either in person or by proxy, at such meeting shall constitute the
action of the Holders of Preferred Securities, unless this Declaration requires
a lesser or greater number of affirmative votes.

         SECTION 6.4.      VOTING RIGHTS.

         In respect of any matter as to which a Holder is entitled to vote,
such Holder shall be entitled to one vote for each Trust Security held of
record by such Holder.

         SECTION 6.5.      PROXIES, ETC.

         At any meeting of Holders, any Holder entitled to vote thereat may
vote by proxy, provided that no proxy shall be voted at any meeting unless it
shall have been placed on file with the Administrative Trustees, or with such
other officer or agent of the Trust as the Administrative Trustees may direct,
for verification prior to the time at which such vote shall be taken. Pursuant
to a resolution of the Property Trustee, proxies may be solicited in the name
of the Property Trustee or one or more officers of the Property Trustee. Only
Holders of record shall be entitled to vote. When Trust Securities are held
jointly by several Persons, any one of them may vote at any meeting in person
or by proxy in respect of such Trust Securities, but if more than one of them
shall be present at such meeting in person or by proxy, and such joint owners
or their proxies so present disagree as to any vote to be cast, such vote shall
not be received in respect of such Trust Securities. A proxy purporting to be
executed by or on behalf of a Holder shall be deemed valid unless challenged at
or prior to its exercise, and the burden of proving invalidity shall rest on
the challenger. No proxy shall be valid more than three years after its date of
execution.

         SECTION 6.6.      HOLDER ACTION BY WRITTEN CONSENT.

         Any action which may be taken by Holders at a meeting may be taken
without a meeting and without prior notice if Holders holding a Majority in
Liquidation Amount of the Preferred Securities entitled to vote in respect of
such action (or such lesser or greater proportion thereof as shall be required
by any express provision of this Declaration) shall consent to the action in
writing. Any action that may be taken by the Holders of all the Common
Securities may be taken if such Holders shall consent to the action in writing.

         SECTION 6.7.      RECORD DATE FOR VOTING AND OTHER PURPOSES.

         Except as provided in Section 5.14(b), for the purpose of determining
the Holders who are entitled to notice of and to vote at any meeting or to act
by written consent, or to participate in any Distribution on the Trust
Securities in respect of which a record date is not otherwise provided for in
this Declaration, or for the purpose of any other action, the Administrative
Trustees or Property Trustee may from time to time fix a date, not more than 90
days prior to the date of any meeting of Holders or the payment of a
Distribution


                                     -33-
<PAGE>


or other action, as the case may be, as a record date for the determination of
the identity of the Holders of record for such purposes.

         SECTION 6.8.      ACTS OF HOLDERS.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Declaration to be given, made or
taken by Holders or Owners may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders or Owners in
person or by an agent duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to an Administrative Trustee and the
Property Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders or Owners signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Declaration and (subject to Section
8.1) conclusive in favor of the Trustees, if made in the manner provided in
this Section 6.8.

         The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness to such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which any Trustee receiving the same deems sufficient.

         The ownership of Trust Securities shall be proved by the Securities
Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Trust Security shall bind every future Holder
of the same Trust Security and the Holder of every Trust Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustees or
the Trust in reliance thereon, whether or not notation of such action is made
upon such Trust Security.

         Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Trust Security may do so
with regard to all or any part of the Liquidation Amount of such Trust Security
or by one or more duly appointed agents each of which may do so pursuant to
such appointment with regard to all or any part of such Liquidation Amount.

         If any dispute shall arise between the Holders and the Administrative
Trustees or among such Holders or Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
consent, waiver or other Act of


                                     -34-
<PAGE>


such Holder or Trustee under this Article VI, then the determination of such
matter by the Property Trustee shall be conclusive with respect to such matter.

         SECTION 6.9.      INSPECTION OF RECORDS.

         Upon reasonable prior written notice to the Administrative Trustees
and the Property Trustee, the records of the Trust shall be open to inspection
by any Holder during normal business hours for any purpose reasonably related
to such Holder's interest as a Holder.


                                  ARTICLE VII.
                         REPRESENTATIONS AND WARRANTIES

         SECTION 7.1.      REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
                           TRUSTEE AND THE DELAWARE TRUSTEE.

         The Property Trustee and the Delaware Trustee, each severally on
behalf of and as to itself alone, hereby represents and warrants for the
benefit of the Depositor and the Holders that:

         (a)      the Property Trustee is a banking corporation, duly
organized, validly existing and in good standing under the laws of the State of
New York;

         (b)      the Property Trustee has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this
Declaration and has taken all necessary action to authorize the execution,
delivery and performance by it of this Declaration;

         (c)      the Delaware Trustee is a banking corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware;

         (d)      the Delaware Trustee has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this
Declaration and has taken all necessary action to authorize the execution,
delivery and performance by it of this Declaration;

         (e)      this Declaration has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes the
valid and legally binding agreement of each of the Property Trustee and the
Delaware Trustee enforceable against each of them in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and

         (f)      the execution, delivery and performance of this Declaration
have been duly authorized by all necessary corporate or other action on the
part of the Property Trustee and the Delaware Trustee and do not require any
approval of stockholders of the


                                     -35-
<PAGE>


Property Trustee or the Delaware Trustee and such execution, delivery and
performance will not violate the Charter or By-laws of the Property Trustee or
the Delaware Trustee.

         SECTION 7.2.      REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

         The Depositor hereby represents and warrants for the benefit of the
Holders that the Trust Securities Certificates issued on the Closing Date and
the Trust Securities Certificates issued in connection with the exercise of any
over-allotment option set forth in the Underwriting Agreement on behalf of the
Trust have been duly authorized and will have been, duly and validly executed,
issued and delivered by an Administrative Trustee pursuant to the terms and
provisions of, and in accordance with the requirements of, this Declaration and
the Holders will be, as of each such date, entitled to the benefits of this
Declaration.


                                 ARTICLE VIII.
                                  THE TRUSTEES

         SECTION 8.1.      CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)      The duties and responsibilities of the Trustees shall be as
expressly provided by this Declaration and, in addition, in the case of the
Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no
provision of this Declaration shall require the Trustees to expend or risk
their own funds or otherwise to incur any financial liability in the
performance of any of their duties hereunder, or in the exercise of any of
their rights or powers, if they shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. Whether or not therein expressly so
provided, every provision of this Declaration relating to the conduct or
affecting the liability of or affording protection to the Trustees shall be
subject to the provisions of this Section 8.1.

         (b)      No provision in this Declaration shall be construed to
release a Trustee from liability for his own negligent action, his own
negligent failure to act, or his own willful misconduct. To the extent that, at
law or in equity, a Trustee has duties (including fiduciary duties) to the
Trust or to the Holders, and liabilities relating thereto, such Trustee shall
not be liable to the Trust or to any Holder for such Trustee's 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 the
Trustees otherwise existing at law or in equity, are agreed by the Depositor
and the Holders to replace such other duties and liabilities of the Trustees.

         (c)      All payments made by the Property Trustee or a Paying Agent
in respect of the Trust Securities shall be made only from the revenue and
proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms hereof.
Each Holder, by its acceptance of a Trust Security, agrees that it will look
solely to the revenue and proceeds from the Trust Property to the


                                     -36-
<PAGE>


extent legally available for distribution to it as herein provided and that the
Trustees are not personally liable to it for any amount distributable in
respect of any Trust Security or for any other liability in respect of any
Trust Security. This Section 8.1(c) does not limit the liability of the
Trustees expressly set forth elsewhere in this Declaration or, in the case of
the Property Trustee, in the Trust Indenture Act.

         (d)      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)      the Property Trustee shall not be liable for any
         error of judgment made in good faith by an authorized officer of the
         Property Trustee, unless it shall be proved that the Property Trustee
         was negligent in ascertaining the pertinent facts;

                  (ii)     the Property Trustee shall not be liable with
         respect to any action taken or omitted to be taken by it in good faith
         in accordance with the direction of the Holders of not less than a
         Majority in Liquidation Amount of the Preferred 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;

                  (iii)    the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Debentures and
         the Payment 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;

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

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

         SECTION 8.2.      CERTAIN NOTICES.

         Within five Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.8, notice of such Event


                                     -37-
<PAGE>


of Default to the Holders, the Administrative Trustees and the Depositor,
unless such Event of Default shall have been cured or waived.

         Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the
Debentures pursuant to the Indenture, the Administrative Trustee shall
transmit, in the manner and to the extent provided in Section 10.8, written
notice of such exercise to the Holders and the Property Trustee, unless such
exercise shall have been revoked.

         SECTION 8.3.      CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 8.1:

         (a)      the Property Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting in good faith upon any
resolution, Opinion of Counsel, certificate, written representation of a Holder
or transferee, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

         (b)      if (i) in performing its duties under this Declaration the
Property Trustee is required to decide between alternative courses of action or
(ii) in construing any of the provisions of this Declaration the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Declaration, then, except as to any matter as to which
the Holders of Preferred Securities are entitled to vote under the terms of
this Declaration, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from
taking such action, as the Property Trustee shall be instructed in writing to
take, or to refrain from taking, by the Depositor; provided, however, that if
the Property Trustee does not receive such instructions of the Depositor within
ten Business Days after it has delivered such notice, or such reasonably
shorter period of time set forth in such notice (which to the extent
practicable shall not be less than two Business Days), it may, but shall be
under no duty to, take or refrain from taking such action not inconsistent with
this Declaration as it shall deem advisable and in the best interests of the
Holders, in which event the Property Trustee shall have no liability except for
its own bad faith, negligence or willful misconduct;

         (c)      any direction or act of the Depositor or the Administrative
Trustees contemplated by this Declaration shall be sufficiently evidenced by an
Officers' Certificate;

         (d)      whenever in the administration of this Declaration, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, 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 rely upon


                                     -38-
<PAGE>


an Officers' Certificate which, upon receipt of such request, shall be promptly
delivered by the Depositor or the Administrative Trustees;

         (e)      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 reregistration thereof;

         (f)      the Property Trustee may consult with counsel (which counsel
may be counsel to the Depositor or any of its Affiliates, and may include any
of its employees) and the advice of such counsel 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 reliance thereon and in accordance
with such advice; 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;

         (g)      None of the provisions of this Declaration shall require the
Property Trustee to expend or risk its own funds or otherwise to incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers and 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 of the Holders pursuant to
this Declaration, unless such Holders shall have offered to the Property
Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction; provided, however, that, nothing contained in this
Section 8.3(g) shall be taken to relieve the Property Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the rights and
powers vested in it by this Declaration;

         (h)      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, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other
paper or document, unless requested in writing to do so by one or more Holders,
but the Property Trustee may make such further inquiry or investigation into
such facts or matters as it may see fit;

         (i)      the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents, attorneys, custodians or nominees provided that the Property Trustee
shall be responsible for its own misconduct or negligence with respect to
selection of any agent, attorney, custodian or nominee appointed by it
hereunder;

         (j)      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 Trust
Securities which instructions may only be given by the Holders of the same
proportion in Liquidation Amount of the Trust Securities as would be entitled
to direct the Property Trustee under the terms of the Trust


                                     -39-
<PAGE>


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 fully protected in acting in
accordance with such instructions;

         (k)      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

         (l)      without prejudice to any other rights available to the
Property Trustee under applicable law, when the Property Trustee incurs
expenses or renders services in connection with a Bankruptcy Event, such
expenses (including legal fees and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any bankruptcy law or law relating to creditors rights
generally.

         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. The Delaware Trustee shall have the same
rights and benefits as the Property Trustee under this paragraph and paragraphs
(a) through (l) of this Section 8.3.

         SECTION 8.4.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                           SECURITIES.

         The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust, and the Trustees do not assume
any responsibility for their correctness. The Trustees shall not be accountable
for the use or application by the Depositor of the proceeds of the Debentures.

         SECTION 8.5.      MAY HOLD SECURITIES.

         Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

         SECTION 8.6.      COMPENSATION; INDEMNITY; FEES.

         The Depositor agrees:

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


                                     -40-
<PAGE>


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

         (c)      to the fullest extent permitted by applicable law, to
indemnify, defend and hold harmless (i) each Trustee in its individual
capacity, (ii) any Affiliate of any Trustee, (iii) any officer, director,
shareholder, employee, representative or agent of any Trustee, and (iv) any
employee or agent of the Trust or its Affiliates, (referred to herein as an
"Indemnified Person") from and against any loss, damage, liability, tax (other
than income, franchise or other taxes imposed on amounts paid pursuant to (a)
or (b) hereof), penalty, expense or claim of any kind or nature whatsoever
incurred by such Indemnified Person by reason of or in connection with the
creation, existence, operation or termination of the Trust or any act or
omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of authority conferred on such Indemnified Person by
this Declaration, except that no Indemnified Person shall be entitled to be
indemnified pursuant to this Section 8.6 in respect of any loss, damage or
claim incurred by such Indemnified Person by reason of negligence or willful
misconduct with respect to such acts or omissions.

         The provisions of this Section 8.6 shall survive the termination of
this Declaration. No Trustee may claim any Lien on any Trust Property as a
result of any amount due pursuant to this Section 8.6.

         The Depositor and any Trustee (in the case of the Property Trustee,
subject to Section 8.8) may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of Trust
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. Neither the Depositor, nor any
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 the Depositor or any
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 Trustee may engage or be interested in any financial
or other transaction with the Depositor or any Affiliate of the Depositor, or
may act as depository for, trustee or agent for, or act on any committee or
body of holders of, securities or other obligations of the Depositor or its
Affiliates.


                                     -41-
<PAGE>


         SECTION 8.7.      CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF
                           TRUSTEES.

         (a)      There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section, 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. If at any time the Property Trustee with respect to the
Trust Securities shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. At the time of appointment, the Property
Trustee must have securities rated in one of the three highest rating
categories by a nationally recognized statistical rating organization.

         (b)      There shall at all times be one or more Administrative
Trustees hereunder with respect to the Trust Securities. Each Administrative
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 persons authorized to bind that
entity. An employee, officer or Affiliate of the Depositor may serve as an
Administrative Trustee.

         (c)      There shall at all times be a Delaware Trustee with respect
to the Trust Securities. The Delaware Trustee shall either be (i) a natural
person who is at least 21 years of age and a resident of the State of Delaware
or (ii) a legal entity with its principal place of business in the State of
Delaware and that otherwise meets the requirements of applicable Delaware law,
as the same now exists or as may hereafter be amended, and that shall act
through one or more persons authorized to bind such entity.

         SECTION 8.8.      CONFLICTING INTERESTS.

         If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Declaration. The Guarantee and the Indenture shall be deemed to be specifically
described in this Declaration for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

         SECTION 8.9.      CO-TRUSTEES AND SEPARATE TRUSTEE.

         Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power
to appoint, and upon the written request of the Administrative


                                     -42-
<PAGE>


Trustees, the Depositor shall for such purpose join with the Administrative
Trustees in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee, jointly with the Property
Trustee, of all or any part of such Trust Property, or to the extent required
by law to act as separate trustee of any such property, in either case with
such powers as may be provided in the instrument of appointment, and to vest in
such Person or Persons in the capacity aforesaid, any property, title, right or
power deemed necessary or desirable, subject to the other provisions of this
Section. If the Depositor does not join in such appointment within 15 days
after the receipt by it of a request so to do, or in case a Debenture Event of
Default shall have occurred and be continuing, the Property Trustee alone shall
have power to make such appointment. Any co-trustee or separate trustee
appointed pursuant to this Section shall either be (i) a natural person who is
at least 21 years of age and a resident of the United States or (ii) a legal
entity with its principal place of business in the United States that shall act
through one or more persons authorized to bind such entity.

         Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

         Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

         (a)      The Trust Securities shall be executed and delivered and all
rights, powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised
solely by such Trustees and not by such co-trustee or separate trustee.

         (b)      The rights, powers, duties, and obligations hereby conferred
or imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by
the Property Trustee or by the Property Trustee and such co-trustee or separate
trustee jointly, as shall be provided in the instrument appointing such
co-trustee or separate trustee, except to the extent that under any law of any
jurisdiction in which any particular act is to be performed, the Property
Trustee shall be incompetent or unqualified to perform such act, in which event
such rights, powers, duties and obligations shall be exercised and performed by
such co-trustee or separate trustee.

         (c)      The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under
this Section, and, in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee shall have power to accept the resignation of,
or remove, any such co-trustee or separate trustee without the concurrence of
the Depositor. Upon the written request of the Property Trustee, the


                                     -43-
<PAGE>


Depositor shall join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to effectuate
such resignation or removal. A successor to any co-trustee or separate trustee
so resigning or removed may be appointed in the manner provided in this
Section.

         (d)      No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Property Trustee or
any other trustee hereunder.

         (e)      The Property Trustee shall not be liable by reason of any act
or omission of a co-trustee or separate trustee.

         (f)      Any Act of Holders delivered to the Property Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee.

         SECTION 8.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         No resignation or removal of any Trustee (the "Relevant Trustee") and
no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

         Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time by giving written notice thereof to the Holders, except
that no such notice shall be required in the case of resignation of an
Administrative Trustee. If the instrument of acceptance by the successor
Trustee required by Section 8.11 shall not have been delivered to the Relevant
Trustee within 30 days after the giving of such notice of resignation, the
Relevant Trustee may petition, at the expense of the Trust, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.

         Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common Holder.
If a Debenture Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed at
such time by Act of the Holders of a Majority in Liquidation Amount of the
Preferred Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Trust). An Administrative Trustee may be removed
by the Common Holder at any time. If any Trustee shall resign, be removed or
become incapable of acting as Trustee, or if a vacancy shall occur in the
office of any Trustee for any cause, at a time when no Debenture Event of
Default shall have occurred and be continuing, the Common Holder, by Act of the
Common Holder delivered to the retiring Relevant Trustee, shall promptly
appoint a successor Relevant Trustee or Trustees, and the retiring Relevant
Trustee shall comply with the applicable requirements of Section 8.11. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default shall have
occurred and be continuing, the Preferred Holders, by Act of the Holders of a
Majority in Liquidation Amount of the Preferred Securities delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees, and


                                     -44-
<PAGE>


such successor Relevant Trustee shall comply with the applicable requirements
of Section 8.11. If an Administrative Trustee shall resign, be removed or
become incapable of acting as Administrative Trustee, at a time when a
Debenture Event of Default shall have occurred and be continuing, the Common
Holder by Act of the Common Holder delivered to the Administrative Trustee
shall promptly appoint a successor Administrative Trustee or Administrative
Trustees and such successor Administrative Trustee or Trustees shall comply
with the applicable requirements of Section 8.11. If no successor Relevant
Trustee shall have been so appointed by the Common Holder or the Preferred
Holders and accepted appointment in the manner required by Section 8.11, any
Holder who has been a Holder of Trust Securities for at least six months may,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.

         The Property Trustee shall give notice of each resignation and each
removal of a Trustee (other than an Administrative Trustee) and each
appointment of a successor Trustee (other than an Administrative Trustee) to
all Holders in the manner provided in Section 10.8 and shall give notice to the
Depositor. Each notice shall include the name of the successor Relevant Trustee
and the address of its Corporate Trust Office if it is the Property Trustee.

         Notwithstanding the foregoing or any other provision of this
Declaration, in the event any Administrative Trustee or a Delaware Trustee who
is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence
or incapacity may be filled by (a) the unanimous act of the remaining
Administrative Trustees if there are at least two of them or (b) otherwise by
the Depositor (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustees or Delaware Trustee, as the
case may be, set forth in Section 8.7).

         SECTION 8.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee (if, in the case of a Trustee other than the
Property Trustee, requested by the Depositor) and each successor Relevant
Trustee with respect to the Trust Securities shall execute and deliver an
amendment hereto wherein each successor Relevant Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor
Relevant Trustee all the rights, powers, trusts and duties of the retiring
Relevant Trustee with respect to the Trust Securities and the Trust and (b)
shall add to or change any of the provisions of this Declaration as shall be
necessary to provide for or facilitate the administration of the Trust by more
than one Relevant Trustee, it being understood that nothing herein or in such
amendment shall constitute such Relevant Trustee a co-trustee. Upon the
execution and delivery of such amendment, the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee; but, on request of the Trust or any successor
Relevant



                                     -45-
<PAGE>


Trustee and upon payment in full of all undisputed amounts then due and owing
to such retiring Relevant Trustee, such retiring Relevant Trustee shall duly
assign, transfer and deliver to such successor Relevant Trustee all Trust
Property, all proceeds thereof and money held by such retiring Relevant Trustee
hereunder with respect to the Trust Securities and the Trust.

         Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the first or second preceding paragraph, as the case may
be.

         No successor Relevant Trustee shall accept its appointment unless at
the time of such acceptance such successor Relevant Trustee shall be qualified
and eligible under this Article.

         SECTION 8.12.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                           BUSINESS.

         Any Person into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor
of such Relevant Trustee 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.

         SECTION 8.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR
                           OR TRUST.

         If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Preferred Securities),
the Property Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of claims against the Depositor or the Trust (or
any such other obligor). 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 Trust Securities or the Trust Property or of such other
obligor or their creditors, the Property Trustee (irrespective of whether any
Distributions on the Trust 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 Trust 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


                                     -46-
<PAGE>


advances of the Property Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding, and

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

         Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting
the Trust 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.

         SECTION 8.14.     REPORTS BY PROPERTY TRUSTEE.

         Within 60 days after March 15 of each year commencing with the first
March 15 after the first issuance of Trust Securities pursuant to this
Declaration, the Property Trustee shall transmit by mail to all Holders of
Trust Securities as provided in TIA Section 313(c) a brief report dated as of
such March 15 if and to the extent required by TIA Section 313(a).

         SECTION 8.15.     REPORTS TO THE PROPERTY TRUSTEE.

         The Depositor and the Administrative 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(a) 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 8.16.     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         Each of the Depositor and the Administrative 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) of the Trust Indenture Act shall be given in the form of an
Officers' Certificate.

         SECTION 8.17.     NUMBER OF ADMINISTRATIVE TRUSTEES.

         (a)      The number of Administrative Trustees shall be three,
provided that the Holder of all the Outstanding Common Securities by written
instrument may increase or


                                     -47-
<PAGE>


decrease the number of Administrative Trustees. No Holder of the Preferred
Securities may remove any Administrative Trustee.

         (b)      If an Administrative Trustee ceases to hold office for any
reason and the number of Administrative Trustees is not reduced pursuant to
Section 8.17(a), or if the number of Administrative Trustees is increased
pursuant to Section 8.17(a), a vacancy shall occur. The vacancy shall be filled
with a Trustee appointed in accordance with Sections 8.10 and 8.11.

         (c)      The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of an Administrative Trustee
shall not operate to dissolve, terminate or annul the Trust. Whenever a vacancy
in the number of Administrative Trustees shall occur, until such vacancy is
filled by the appointment of an Administrative Trustee in accordance with
Sections 8.10 and 8.11, the Administrative Trustees in office, regardless of
their number (and notwithstanding any other provision of this Agreement), shall
have all the powers granted to the Administrative Trustees and shall discharge
all the duties imposed upon the Administrative Trustees by this Declaration.

         (d)      The initial Administrative Trustees shall be _______________,
an individual, ________________, an individual, and ______________, an
individual. Except where a requirement for action by a specific number of
Administrative Trustees is expressly set forth in this Declaration, any act
required or permitted to be taken by, and any power of the Administrative
Trustees may be exercised by, or with the consent of, any one such
Administrative Trustee.

         SECTION 8.18.     DELEGATION OF POWER.

         (a)      Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 2.7(a), including any registration statement or
amendment thereto filed with the Commission, or making any other governmental
filing; and

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

         SECTION 8.19.     DELAWARE TRUSTEE.

         (a)      Notwithstanding any other provision of this Trust Agreement,
the Delaware Trustee shall not be entitled to exercise any powers, nor shall
the Delaware Trustee have any of the duties and responsibilities of the
Administrative Trustees or the Property Trustee described in this Declaration.
The Delaware Trustee shall be a trustee


                                     -48-
<PAGE>


for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Delaware Business Trust Act.

         (b)      It is expressly understood and agreed by the parties hereto
that in fulfilling its obligations as Delaware Trustee hereunder on behalf of
the Trust (i) any agreements or instruments executed and delivered by Bankers
Trust (Delaware) are executed and delivered not in its individual capacity but
solely as Delaware Trustee under this Declaration in the exercise of the powers
and authority conferred and vested in it, (ii) each of the representations,
undertakings and agreements herein made on the part of the Trust is made and
intended not as representations, warranties, covenants, undertakings and
agreements by Bankers Trust (Delaware) in its individual capacity but is made
and intended for the purpose of binding only the Trust, and (iii) under no
circumstances shall Bankers Trust (Delaware) in its individual capacity be
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Trust
Agreement, except if such breach or failure is due to any gross negligence or
willful misconduct of the Delaware Trustee.

         SECTION 8.20.     PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of any receivership, conservatorship, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Trust 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 Trust Securities shall then be due and payable 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 Trust Securities and to file
such other papers or documents as may be necessary or advisable in order to
have the claims of the Property Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel) and of the Holders allowed in such judicial proceeding, and

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

         Nothing contained in this Section 8.20 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


                                     -49-
<PAGE>


reorganization, arrangement, adjustment or compensation affecting the Trust
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 IX.
                      TERMINATION, LIQUIDATION AND MERGER

         SECTION 9.1.      DISSOLUTION UPON EXPIRATION DATE.

         Unless earlier dissolved, the Trust shall automatically dissolve 45
years from the Closing Date (the "Expiration Date").

         SECTION 9.2.      EARLY TERMINATION.

         The Trust shall dissolve upon the first to occur of any of the
following events (an "Early Termination Event"):

         (a)      the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Holder of the Common Securities;

         (b)      the written direction to the Property Trustee from the Holder
of the Common Securities at any time to dissolve the Trust and, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, to distribute Debentures to Holders in exchange for the Preferred
Securities (which direction is optional and wholly within the discretion of the
Holder of the Common Securities);

         (c)      the redemption of all of the Preferred Securities in
connection with the redemption of all the Debentures; and

         (d)      the entry of an order for dissolution of the Trust by a court
of competent jurisdiction.

         SECTION 9.3.      TERMINATION.

         The respective obligations and responsibilities of the Trustees and
the Trust shall terminate upon the latest to occur of the following:

         (a)      the distribution by the Property Trustee to Holders upon the
liquidation of the Trust pursuant to Section 9.4, or upon the redemption of all
of the Trust Securities pursuant to Section 4.2, of all amounts required to be
distributed hereunder upon the final payment of the Trust Securities;

         (b)      the payment of any expenses owed by the Trust; and


                                     -50-
<PAGE>


         (c)      the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Holders.

         SECTION 9.4.      LIQUIDATION.

         (a)      If an Early Termination Event specified in clause (a), (b) or
(d) of Section 9.2 occurs, or upon the Expiration Date, the Trust shall be
liquidated by the Administrative Trustees as expeditiously as the
Administrative Trustees determine to be possible by distributing, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, to each Holder a Like Amount of Debentures, subject to Section 9.4(d).
Notice of liquidation shall be given by the Property Trustee by first-class
mail, postage prepaid mailed not later than 30 nor more than 60 days prior to
the Liquidation Date to each Holder of Trust Securities at such Holder's
address appearing in the Securities Register. All notices of liquidation shall:

                  (i)      state the Liquidation Date;

                  (ii)     state that from and after the Liquidation Date, the
         Trust Securities will no longer be deemed to be Outstanding and any
         Trust Securities Certificates not surrendered for exchange will be
         deemed to represent a Like Amount of Debentures; and

                  (iii)    provide such information with respect to the
         mechanics by which Holders may exchange Trust Securities Certificates
         for Debentures, or if Section 9.4(d) applies receive a Liquidation
         Distribution, as the Administrative Trustees or the Property Trustee
         shall deem appropriate.

         (b)      Unless Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of the Trust and the distribution of Debentures to Holders, the
Property Trustee shall establish a record date for such distribution (which
shall be not more than 45 days prior to the Liquidation Date) and, either
itself acting as exchange agent or through the appointment of a separate
exchange agent, shall establish such procedures as it shall deem appropriate to
effect the distribution of Debentures in exchange for the Outstanding Trust
Securities Certificates.

         (c)      Unless Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will be
issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustees or their agent for exchange, (iii)
the Depositor shall use its best efforts to have the Debentures listed on the[
New York Stock EXCHANGE][ Nasdaq NMS] or on such other exchange, interdealer
quotation system or self- regulatory organization on which the Preferred
Securities are then listed, (iv) any Trust Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of
Debentures, accruing interest at the rate provided for in the Debentures from
the last Distribution Date on which a Distribution was made on such Trust
Securities Certificates until such certificates are so surrendered (and until


                                     -51-
<PAGE>


such certificates are so surrendered, no payments of interest or principal will
be made to Holders of Trust Securities Certificates with respect to such
Debentures) and (v) all rights of Holders holding Trust Securities will cease,
except the right of such Holders to receive Debentures upon surrender of Trust
Securities Certificates.

         (d)      If, notwithstanding the other provisions of this Section 9.4,
whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Debentures in the manner
provided herein is determined by the Property Trustee not to be practical, then
the Trust Property shall be liquidated, and the Trust shall be dissolved and
wound up by the Property Trustee in such manner as the Property Trustee
determines subject to applicable law. In such event, on the date of the
dissolution of the Trust, Holders will be entitled to receive out of the assets
of the Trust available for distribution to Holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
in cash equal to the Liquidation Amount per Trust Security plus accumulated and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If, upon any such winding up, 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, subject
to the next succeeding sentence, the amounts payable by the Trust on the Trust
Securities shall be paid pro rata based upon Liquidation Amounts. The Holder of
the Outstanding Common Securities will be entitled to receive Liquidation
Distributions upon any such winding up pro rata, based upon Liquidation Amount,
with Holders of Preferred Securities, except that, if any Debenture Event of
Default specified in Section 501(1) or 501(2) of the Indenture shall have
occurred and be continuing at the time of payment of the Liquidation
Distribution, the Preferred Securities shall have a priority over the Common
Securities with respect to payment of any amount of Liquidation Distribution.

         (e)      Following the Expiration Date or an Early Termination Event
and after the completion of the winding up of the affairs of the Trust pursuant
to this Section 9.4, one of the Trustees shall file a certificate of
cancellation with the Delaware Secretary of State.

         SECTION 9.5.      MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR
                           REPLACEMENTS OF THE TRUST.

         The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except pursuant to this Article IX.
At the request of the Holder of the Common Securities, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as
the Preferred Securities ("Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities in priority with


                                     -52-
<PAGE>


respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed or traded,
or any Successor Securities will be listed upon notification of issuance, on
any national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the Holders of
the Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially identical to
that of the Trust, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Property Trustee has received
an Opinion of Counsel 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 Preferred
Securities (including any Successor Securities) in any material respect, and
(b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Trust nor such successor entity will
be required to register as an investment company under the 1940 Act and (viii)
the Depositor or its permitted transferee owns all of the common securities of
such successor entity and guarantees the obligations of such successor entity
under the Successor Securities at least to the extent provided by the
Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the
consent of Holders of all Outstanding Preferred Securities, 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 other Person or
permit any other Person to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the successor Person to
be taxable as a corporation or classified as other than a grantor trust for
United States federal income tax purposes.


                                   ARTICLE X.
                            MISCELLANEOUS PROVISIONS

         SECTION 10.1.     LIMITATION OF RIGHTS OF HOLDERS.

         Except as set forth in Section 9.2, the death or incapacity, or the
dissolution, liquidation, termination, or the bankruptcy of any Person having
an interest, beneficial or otherwise, in Trust Securities shall not operate to
terminate this Declaration, nor entitle the legal representatives, successors
or heirs of such Person or any Holder for such Person, to claim an accounting,
take any action or bring any proceeding in any court for a partition or winding
up of the arrangements contemplated hereby, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


                                     -53-
<PAGE>


         SECTION 10.2.              AMENDMENT.

         (a)      This Declaration may be amended from time to time by the
Property Trustee, Administrative Trustees and the Holder of all the Common
Securities, without the consent of any Holders of Preferred Securities, (i) to
cure any ambiguity, correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Declaration, which
shall not be inconsistent with the other provisions of this Declaration, or
(ii) to modify, eliminate or add to any provisions of this Declaration to such
extent as shall be necessary to ensure that the Debentures are treated as
indebtedness of the Depositor for United States federal income tax purposes, or
to ensure that the Trust will not be taxable as a corporation or will be
classified for United States federal income tax purposes other than a grantor
trust at any times that any Trust Securities are outstanding or to ensure that
the Trust will not be required to register as an investment company under the
1940 Act; provided, however, that in the case of clause (i), such action shall
not adversely affect in any material respect the interests of any Holder of
Preferred Securities, and any such amendments of this Declaration shall become
effective when notice thereof is given to the Holders.

         (b)      Except as provided in Section 10.2(c) hereof, any provision
of this Declaration may be amended by the Trustees and the Holder of all the
Common Securities with (i) the consent of Holders representing not less than a
Majority in Liquidation Amount of the Preferred Securities and (ii) receipt by
the Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not cause the Trust to be taxable as a corporation for United States
federal income tax purposes or would require the Trust to register as an
investment company under the 1940 Act or affect the treatment of the Debentures
as indebtedness of the Depositor for United States federal income tax purposes.

         (c)      In addition to and notwithstanding any other provision in
this Declaration, without the consent of each affected Holder, this Declaration
may not be amended to (i) change the amount or timing of any Distribution or
otherwise adversely affect the amount of any Distribution required to be made
as of a specified date or (ii) restrict the right of a Holder to institute suit
for the enforcement of any such payment on or after such date; and
notwithstanding any other provision herein, without the unanimous consent of
the Holders, this paragraph (c) of this Section 10.2 may not be amended.

         (d)      Notwithstanding any other provision of this Declaration, no
Trustee shall enter into or consent to any amendment to this Declaration which
would cause the Trust to be taxable as a corporation or classified for United
States federal income tax purposes as other than a grantor trust or require the
Trust to register as an investment company under the 1940 Act or that would
cause the Debentures to fail or cease to be treated as indebtedness of the
Depositor for United States federal income tax purposes.


                                     -54-
<PAGE>


         (e)      Notwithstanding anything in this Declaration to the contrary,
without the consent of the Depositor, this Declaration may not be amended in a
manner which imposes any additional obligation or liability on the Depositor.

         (f)      If any amendment to this Declaration is made, the
Administrative Trustees shall promptly provide to the Depositor a copy of such
amendment.

         (g)      Neither the Property Trustee nor the Delaware Trustee shall
be required to enter into any amendment to this Declaration which affects its
own rights, duties or immunities under this Declaration. The Property Trustee
shall be entitled to receive an Opinion of Counsel and an Officers' Certificate
stating that any amendment to this Declaration is in compliance with this
Declaration and all conditions precedent herein provided for relating to such
action have been met.

         SECTION 10.3.     SEPARABILITY.

         If any provision in this Declaration or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         SECTION 10.4.     GOVERNING LAW.

         THIS DECLARATION AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS DECLARATION AND THE
TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS;
PROVIDED, HOWEVER, THAT THE IMMUNITIES AND STANDARD OF CARE OF THE PROPERTY
TRUSTEE IN CONNECTION WITH THE ADMINISTRATION OF ITS TRUSTS AND DUTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTION 3540 OF TITLE 12 OF
THE DELAWARE CODE SHALL NOT APPLY TO THIS TRUST.

         SECTION 10.5.     PAYMENTS DUE ON NON-BUSINESS DAY.

         Except as otherwise expressly provided in Article IV hereof, if the
date fixed for any payment on any Trust Security shall be a day that is not a
Business Day, then such payment need not be made on such date but may be made
on the next succeeding day that is a Business Day (except as otherwise provided
in Sections 4.1(a) and 4.2(d)), with the same force and effect as though made
on the date fixed for such payment and no interest shall accrue for the period
after such date.

         SECTION 10.6.     SUCCESSORS.

         This Declaration shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or the Relevant Trustee, including
any successor by


                                     -55-
<PAGE>


operation of law. Except in connection with a transaction that is permitted
under Article Eight of the Indenture and pursuant to which the assignee agrees
in writing to perform the Depositor's obligations hereunder, the Depositor
shall not assign its obligations hereunder (any purported assignment in
contravention of this Section 10.6 being null and void).

         SECTION 10.7.     HEADINGS.

         The Article and Section headings are for convenience only and shall
not affect the construction of this Declaration.

         SECTION 10.8.     REPORTS, NOTICES AND DEMANDS.

         Except as otherwise provided herein, any report, notice, demand or
other communication which by any provision of this Declaration is required or
permitted to be given or served to or upon any Holder or the Depositor may be
given or served in writing by deposit thereof, first-class postage prepaid, in
the United States mail, hand delivery or facsimile transmission, in each case,
addressed, (a) in the case of a Holder of Preferred Securities, to such Holder
as such Holder's name and address may appear on the Securities Register; and
(b) in the case of the Common Holder or the Depositor, to Regions Financial
Corporation, 417 North 20th Street, Birmingham, Alabama 35203, Attention:
General Counsel, facsimile no.: (205) 326-7751. Such notice, demand or other
communication to or upon a Holder shall be deemed to have been sufficiently
given or made, for all purposes, upon hand delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Declaration is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing by deposit thereof, first-class postage
prepaid, in the United States mail, or by hand delivery, in each case,
addressed (until another address is published by the Trust) as follows: (a)
with respect to the Property Trustee to Bankers Trust Company, 4 Albany Street,
4th Floor, New York, New York 10006, Attention: Corporate Trust and Agency
Services; (b) with respect to the Delaware Trustee, to Bankers Trust
(Delaware), 1011 Centre Road, Suite 200, Wilmington, Delaware 19805, Attention:
Corporate Trust and Agency Services; and (c) with respect to the Administrative
Trustees, to them at the address above for notices to the Depositor, marked
"Attention Administrative Trustees of Regions Financing Trust[ III/IV]." Such
notice, demand or other communication to or upon the Trust or the Property
Trustee shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Trust or the Property Trustee.

         [Notwithstanding the foregoing, to the extent specified herein that
any notice to be delivered hereunder shall be delivered by use of the United
States mail, if by reason of the suspension of or irregularity in regular mail
service or by reason of any other cause, it shall be deemed impracticable or
unreliable to deliver any such notice by such means, such delivery shall be
made by such method as the Property Trustee shall determine which shall
constitute sufficient delivery of notice.]


                                     -56-
<PAGE>


         SECTION 10.9.     AGREEMENT NOT TO PETITION.

         Each of the Trustees and the Depositor agree for the benefit of the
Holders that, until at least one year and one day after the Trust has been
terminated in accordance with Article IX, they shall not file, or join in the
filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Holders, that, at the expense of
the Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination of this Declaration.

         SECTION 10.10.    AGREED TAX TREATMENT OF TRUST AND TRUST SECURITIES

         The parties hereto and, by its acceptance or acquisition of a Trust
Security or a beneficial interest therein the Holder of, and any Person that
acquires a beneficial interest in, such Trust Security intend and agree to
treat the Trust as a grantor trust for United States federal, state and local
tax purposes, and to treat the Trust Securities (including all payments and
proceeds with respect to such Trust Securities) as undivided beneficial
ownership interests in the Trust Property (and payments and proceeds therefrom,
respectively) for United States federal, state and local tax purposes. The
provisions of this Declaration shall be interpreted to further this intention
and agreement of the parties.

         SECTION 10.11.    APPLICATION OF TRUST INDENTURE ACT.

         (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 any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Declaration
by any of the provisions of the Trust Indenture Act, such required provision
shall control. If any provision of this Declaration modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Declaration as so modified or
excluded, as the case may be.

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


                                     -57-
<PAGE>


         SECTION 10.12.    ACCEPTANCE OF TERMS OF DECLARATION, GUARANTEE AND
                           INDENTURE.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST
SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION AND AGREEMENT TO
THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE
INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH HOLDER AND
SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL BE BINDING,
OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.

         SECTION 10.13.    COUNTERPARTS.

         This Declaration may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same agreement.


                           [SIGNATURES ON NEXT PAGE]


                                     -58-
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Declaration as of the date first above written.


                           REGIONS FINANCIAL CORPORATION, as Depositor

                           By:
                              -------------------------------------------------
                           Name:
                                -----------------------------------------------
                           Title:
                                 ----------------------------------------------

                           BANKERS TRUST COMPANY, not
                           in its individual
                           capacity, but solely in
                           its capacity as Property
                           Trustee, Paying Agent and
                           Securities Registrar

                           By:
                              -------------------------------------------------
                           Name:
                                -----------------------------------------------
                           Title:
                                 ----------------------------------------------


                           BANKERS TRUST (DELAWARE), not in its individual
                           capacity, but solely in its capacity as
                           Delaware Trustee

                           By:
                              -------------------------------------------------
                           Name:
                                -----------------------------------------------
                           Title:
                                 ----------------------------------------------

                           By:
                              -------------------------------------------------
                           Name:
                                -----------------------------------------------
                                        as Administrative Trustee

                           By:
                              -------------------------------------------------
                           Name:
                                -----------------------------------------------
                                        as Administrative Trustee

                           By:
                              -------------------------------------------------
                           Name:
                                -----------------------------------------------
                                        as Administrative Trustee


                                     -59-
<PAGE>


                                   EXHIBIT A


                              CERTIFICATE OF TRUST


                                      A-1
<PAGE>


                                   EXHIBIT B

                      [Form of Letter of Representations]

                              __________, 200____


The Depository Trust Company,
55 Water Street, 49th Floor,
New York, New York 10041-0099
Attention: _______________
General Counsel's Office


         Re:      ______Regions Financing Trust[ III/IV] ____% Trust
                  Preferred Securities

CUSIP No.  ___________________

Ladies and Gentlemen:

         The purpose of this letter is to set forth certain matters relating to
the issuance and deposit with The Depository Trust Company ("DTC") of the
book-entry portion of the Regions Financing Trust[ III/IV] ____% Trust
Preferred Securities (the "Preferred Securities"), of Regions Financing Trust[
III/IV], a Delaware business trust (the "Issuer"), created and continued
pursuant to an Amended and Restated Declaration of Trust between Regions
Financial Corporation ("Regions"), Bankers Trust Company, as Property Trustee,
Bankers Trust (Delaware), as Delaware Trustee, the Administrative Trustees
named therein and the holders, from time to time, of undivided beneficial
interests in the assets of the Issuer. The payment of distributions on the
Preferred Securities, and payments due upon liquidation of Issuer or redemption
of the Preferred Securities, to the extent the Issuer has funds available for
the payment thereof are guaranteed by Regions to the extent set forth in a
Guarantee Agreement dated ___________, 20__ by Regions with respect to the
Preferred Securities. Regions and the Issuer propose to sell the Preferred
Securities to certain Underwriters (the "Underwriters") pursuant to an
Underwriting Agreement dated _______________, 20__ by and among the
Underwriters, the Issuer and Regions, and the Underwriters wish to take
delivery of the Preferred Securities through DTC. Bankers Trust Company is
acting as transfer agent and registrar with respect to the Preferred Securities
(the "Transfer Agent and Registrar").

         To induce DTC to accept the Preferred Securities as eligible for
deposit at DTC, and to act in accordance with DTC's rules with respect to the
Preferred Securities, the Issuer, the Transfer Agent and Registrar and DTC
agree among each other as follows:

         1.       Prior to the closing of the sale of the Preferred Securities
to the Underwriters, which is expected to occur on or about __________ __,
____, there shall be deposited with DTC one or more global certificates
(individually and collectively, the


                                      B-1
<PAGE>


"Global Certificate") registered in the name of DTC's nominee, Cede & Co.,
representing an aggregate of ____________ Preferred Securities and bearing the
following legend:

                           Unless this certificate is presented by an
                  authorized representative of The Depository Trust Company, a
                  New York corporation ("DTC"), to Issuer 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 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.

         2.       The Amended and Restated Declaration of Trust provides for
the voting by holders of the Preferred Securities under certain limited
circumstances (with no provision for revocation of consents or votes by
subsequent holders). The Issuer shall establish a record date for such purposes
and shall, to the extent possible, give DTC notice of such record date not less
than 15 calendar days in advance of such record date.

         3.       In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation
of all or any part of the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice of such event as soon as
possible but at least 5 business days prior to the effective date of such
event.

         4.       In the event of any distribution on, or an offering or
issuance of rights with respect to, the Preferred Securities outstanding, the
Issuer or the Transfer Agent and Registrar shall send DTC a notice specifying:
(a) the amount of and conditions, if any, applicable to the payment of any such
distribution or any such offering or issuance of rights; (b) any applicable
expiration or deadline date, or any date by which any action on the part of the
holders of Preferred Securities is required; and (c) the date any required
notice is to be mailed by or on behalf of the Issuer to holders of Preferred
Securities or published by or on behalf of the Issuer (whether by mail or
publication, the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before the
Publication Date. The Issuer or the Transfer Agent and Registrar will forward
such notice either in a separate secure transmission for each CUSIP number or
in a secure transmission of multiple CUSIP numbers (if applicable) that
includes a manifest or list of each CUSIP number submitted in that
transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 calendar days nor more than 60


                                      B-2
<PAGE>


calendar days prior to the payment of any such distribution or any such
offering or issuance of rights with respect to the Preferred Securities. After
establishing the amount of payment to be made on the Preferred Securities, the
Issuer or the Transfer Agent and Registrar will notify DTC's Dividend
Department of such payment 5 business days prior to payment date. Notices to
DTC's Dividend Department by telecopy shall be sent to (212) 709- 1723. Such
notices by mail or by any other means shall be sent to:

                                    Manager, Announcements Dividend Department
                                    The Depository Trust Company
                                    7 Hanover Square, 23rd Floor
                                    New York, New York 10004-2695

         The Issuer or the Transfer Agent and Registrar shall confirm DTC's
receipt of such telecopy by telephoning the Dividend Department at (212)
709-1270.

         5.       In the event of a redemption by the Issuer of the Preferred
Securities, notice specifying the terms of the redemption and the Publication
Date of such notice shall be sent by the Issuer or the Transfer Agent and
Registrar to DTC not less than 30 calendar days prior to such event by a secure
means in the manner set forth in paragraph 4. Such redemption notice shall be
sent to DTC's Call Notification Department at (516) 227-4164 or (516) 227-4190,
and receipt of such notice shall be confirmed by telephoning (516) 227-4070.
Notice by mail or by any other means shall be sent to:

                                    Call Notification Department
                                    The Depository Trust Company
                                    711 Stewart Avenue
                                    Garden City, New York 11530-4719

         6.       In the event of any invitation to tender the Preferred
Securities, notice specifying the terms of the tender and the Publication Date
of such notice shall be sent by the Issuer or the Transfer Agent and Registrar
to DTC by a secure means and in a timely manner as described in paragraph 4.
Notices to DTC pursuant to this paragraph and notices of other corporate
actions (including mandatory tenders, exchanges and capital changes) shall be
sent, unless notification to another department is expressly provided for
herein, by telecopy to DTC's Reorganization Department at (212) 709-1093 or
(212) 709-1094 and receipt of such notice shall be confirmed by telephoning
(212) 709-6884, or by mail or any other means to:

                                    Manager, Reorganization Department
                                    Reorganization Window
                                    The Depository Trust Company
                                    7 Hanover Square, 23rd Floor
                                    New York, New York 10004-2695

         7.       All notices and payment advices sent to DTC shall contain the
CUSIP number or numbers of the Preferred Securities and the accompanying
designation of the


                                      B-3
<PAGE>


Preferred Securities, which, as of the date of this letter, is "Regions
Financing Trust[ III/IV] ____% Trust Preferred Securities."

         8.       Distribution payments or other cash payments that are part of
periodic payments with respect to the Preferred Securities evidenced by the
Global Certificate shall be received by Cede & Co., as nominee of DTC, or its
registered assigns in same-day funds no later than 2:30 p.m. (Eastern Time) on
each payment date (or in accordance with existing arrangements between the
Issuer or the Transfer Agent and Registrar and DTC). Absent any other
arrangements between the Issuer or the Transfer Agent and Registrar and DTC,
such funds shall be wired as follows:

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

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

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

         The Issuer or the Transfer Agent and Registrar shall provide payment
information to a standard announcement service subscribed to by DTC. In the
unlikely event that no such service exists, the Issuer agrees that it or the
Transfer Agent and Registrar shall provide this information directly to DTC in
advance of the record date as soon as the information is available. This
information should be conveyed directly to DTC electronically. If electronic
transmission is not available, absent any other arrangements between the
Transfer Agent and DTC, such information should be sent by telecopy to DTC's
Dividend Department at (212) 709-1723 or (212) 709-1686, and receipt of such
notices shall be confirmed by telephoning (212) 709-1270. Notices to DTC
pursuant to the above by mail or by any other means shall be sent to:

                                    Manager; Announcements Dividend Department
                                    The Depository Trust Company
                                    7 Hanover Square; 22nd Floor
                                    New York, NY 10004-2695

         9.       DTC shall receive maturity and redemption payments with
respect to the Preferred Securities evidenced by the Global Certificate
allocated with respect to each CUSIP number on the payable date in same-day
funds by 2:30 p.m. (Eastern Time). Absent any other arrangements between the
Transfer Agent and Registrar and DTC, such payments shall be wired as follows:

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

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

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

in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to the Transfer Agent and Registrar.


                                      B-4
<PAGE>


         10.      DTC shall receive all reorganization payments and CUSIP-level
detail resulting from corporate actions (such as tender offers, remarketings, or
mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between the Transfer Agent and Registrar
and DTC, such payments shall be wired as follows:

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

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

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

         11.      DTC may by prior written notice direct the Issuer and the
Transfer Agent and Registrar to use any other telecopy number or address of DTC
as the number or address to which notices or payments may be sent.

         12.      In the event of a conversion, redemption, or any other similar
transaction (e.g., tender made and accepted in response to the Issuer's or the
Transfer Agent and Registrar's invitation) necessitating a reduction in the
aggregate number of Preferred Securities outstanding evidenced by Global
Certificates, DTC, in its discretion: (a) may request the Issuer or the Transfer
Agent and Registrar to issue and countersign a new Global Certificate; or (b)
may make an appropriate notation on the Global Certificate indicating the date
and amount of such reduction.

         13.      DTC may discontinue its services as a securities depository
with respect to the Preferred Securities at any time by giving reasonable notice
to the Issuer and the Transfer Agent and Registrar (at which time DTC will
confirm with the Issuer or the Transfer Agent and Registrar the aggregate number
of Preferred Securities deposited with it) and discharging its responsibilities
with respect thereto under applicable law. Under such circumstances, the Issuer
may determine to make alternative arrangements for book-entry settlement for the
Preferred Securities, make available one or more separate global certificates
evidencing Preferred Securities to any Participant having Preferred Securities
credited to its DTC account, or issue definitive Preferred Securities to the
beneficial holders thereof, and in any such case, DTC agrees to cooperate fully
with the Issuer and the Transfer Agent and Registrar, and to return the Global
Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.

         14.      In the event that the Issuer determines that beneficial owners
of Preferred Securities shall be able to obtain definitive Preferred Securities,
the Issuer or the Transfer Agent and Registrar shall notify DTC of the
availability of certificates. In such event, the Issuer or the Transfer Agent
and Registrar shall issue, transfer and exchange certificates in appropriate
amounts, as required by DTC and others, and DTC agrees to cooperate fully with
the Issuer and the Transfer Agent and Registrar and to return the Global
Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.


                                      B-5
<PAGE>


         15.      This letter may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. Nothing
herein shall be deemed to require the Transfer Agent and Registrar to advance
funds on behalf of Regions Financing Trust[ III/IV].


                           Very truly yours,

                           REGIONS FINANCING TRUST[ III/IV]
                           as Issuer


                           By:
                              -------------------------------------------------
                           Name:
                                -----------------------------------------------
                           Title:
                                 ----------------------------------------------
                           Administrative Trustee


                                      B-6
<PAGE>


                           BANKERS TRUST COMPANY, solely in its capacity
                           as Property Trustee, Transfer Agent and Registrar


                           By:
                              -------------------------------------------------
                           Name:
                                -----------------------------------------------
                           Title:
                                 ----------------------------------------------


                           RECEIVED AND ACCEPTED:

                           THE DEPOSITORY TRUST COMPANY


                           By:
                              -------------------------------------------------
                           Name:
                                -----------------------------------------------
                           Title:
                                 ----------------------------------------------

                           Authorized Officer


                                      B-7
<PAGE>


                                   EXHIBIT C


              THIS CERTIFICATE IS NOT TRANSFERABLE OTHER THAN IN
                ACCORDANCE WITH SECTION 5.10 OF THE DECLARATION
                              (AS DEFINED BELOW)


CERTIFICATE NUMBER                                             NUMBER OF COMMON
SECURITIES
C-1                                                                   _________

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                        REGIONS FINANCING TRUST [III/IV]

                            ____% COMMON SECURITIES
                (LIQUIDATION AMOUNT $_____ PER COMMON SECURITY)

         Regions Financing Trust[ III/IV], a business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that REGIONS
FINANCIAL CORPORATION, a Delaware corporation (the "Holder"), is the registered
owner of _______ common securities of the Trust, representing undivided common
beneficial interests of the Trust and designated the ____% Common Securities
(Liquidation Amount $_____ per Common Security) (the "Common Securities").
Except as provided in Section 5.10 of the Declaration (as defined below) the
Common Securities are not transferable and any attempted transfer hereof other
than in accordance therewith shall be null and void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Declaration of the
Trust, dated as of __________, 20__, as the same may be amended from time to
time (the "Declaration"), including the designation of the terms of the Common
Securities as set forth therein. The Trust will furnish a copy of the
Declaration to the Holder without charge upon written request to the Trust at
its principal place of business or registered office.

         BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE DECLARATION AND IS ENTITLED TO THE BENEFITS THEREUNDER.

         This Common Securities Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.

         Terms used but not defined herein have the meanings set forth in the
Declaration.


                                      C-1
<PAGE>


         IN WITNESS WHEREOF, the undersigned Administrative Trustee of the
Trust has executed this certificate as of the ____ day of _________, 20__.


                                    REGIONS FINANCING TRUST [III/IV]


                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title: Administrative Trustee


                                      C-2
<PAGE>


                                   EXHIBIT D

                          [Form of Expense Agreement]


                    AGREEMENT AS TO EXPENSES AND LIABILITIES


         AGREEMENT, dated as of __________, 20__, between REGIONS FINANCIAL
CORPORATION, a Delaware corporation (the "Corporation"), and Regions Financing
Trust[ III/IV], a Delaware business trust (the "Trust").

                                  WITNESSETH:

         WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Debentures from the Corporation and to issue and
sell __________ ____% Trust Preferred Securities, liquidation amount $_____ per
preferred security (the "Preferred Securities"), with such powers, preferences
and special rights and restrictions as are set forth in the Amended and
Restated Declaration of the Trust, dated as of __________, 20__ as the same may
be amended from time to time (the "Declaration"; capitalized terms used herein
and not defined herein have the meanings ascribed to them in the Declaration);
and

         WHEREAS, the Corporation will directly or indirectly own all of the
Common Securities of the Trust and will issue the Debentures;

         NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase the Corporation hereby agrees shall
benefit the Corporation and which purchase the Corporation acknowledges will be
made in reliance upon the execution and delivery of this Agreement, the
Corporation and Trust hereby agree as follows:


                                   ARTICLE I

         SECTION 1.1.      GUARANTEE BY THE CORPORATION.

         Subject to the terms and conditions hereof, the Corporation hereby
irrevocably and unconditionally guarantees to each person or entity to whom the
Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the
full payment, when and as due, of any and all Obligations (as hereinafter
defined) to such Beneficiaries. As used herein, "Obligations" means any costs,
expenses or liabilities of the Trust, other than obligations of the Trust to
pay to holders of any Preferred Securities or other similar interests in the
Trust the amounts due such holders pursuant to the terms of the Preferred
Securities or such other similar interests, as the case may be. This Agreement
is intended


                                      D-1
<PAGE>


to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.

         SECTION 1.2.      TERM OF AGREEMENT.

         This Agreement shall terminate and be of no further force or effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the date on which the
Debentures shall have been distributed to the Holders of the Trust Securities
as provided in Article IX of the Declaration; provided, however, that this
Agreement shall continue to be effective or shall be reinstated, as the case
may be, if at any time any holder of Preferred Securities or any Beneficiary
must restore payment of any sums paid in respect of the Preferred Securities,
under any Obligation, under the Guarantee Agreement dated the date hereof
between the Corporation and Bankers Trust Company, as guarantee trustee or
under this Agreement for any reason whatsoever.

         SECTION 1.3.      SUBORDINATION.

         The guarantee and other liabilities and obligations of the Corporation
under this Agreement shall constitute unsecured obligations of the Corporation
and shall rank subordinate and junior in right of payment to all Senior Debt
(as defined in the Indenture) of the Corporation to the extent and in the
manner set forth in the Indenture with respect to the Debentures, and the
provisions of Article Fourteen of the Indenture will apply, mutatis mutandis,
to the obligations of the Corporation hereunder. The obligations of the
Corporation hereunder do not constitute Senior Debt (as defined in the
Indenture) of the Corporation.

         This Agreement shall be continuing, irrevocable, unconditional and
absolute.

         SECTION 1.4.      WAIVER OF NOTICE.

         The Corporation hereby waives notice of acceptance of this Agreement
and of any Obligation to which it applies or may apply, and the Corporation
hereby waives presentment, demand for payment, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.

         SECTION 1.5.      NO IMPAIRMENT.

         The obligations, covenants, agreements and duties of the Corporation
under this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

         (a)      the extension of time for the payment by the Trust of all or
any portion of the Obligations or for the performance of any other obligation
under, arising out of, or in connection with, the Obligations;


                                      D-2
<PAGE>


         (b)      any failure, omission, delay or lack of diligence on the part
of the Beneficiaries to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind;
or

         (c)      the voluntary or involuntary liquidation, dissolution, sale
of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt of, or other similar proceedings affecting, the Trust or any of the
assets of the Trust. There shall be no obligation of the Beneficiaries to give
notice to, or obtain the consent of, the Corporation with respect to the
happening of any of the foregoing.

         SECTION 1.6.      ENFORCEMENT.

         A Beneficiary may enforce this Agreement directly against the
Corporation and the Corporation waives any right or remedy to require that any
action be brought against the Trust or any other person or entity before
proceeding against the Corporation.

         SECTION 1.7.      SUBROGATION.

         The Corporation shall be subrogated to all rights (if any) of the
Trust in respect of any amounts paid to the Beneficiaries by the Corporation
under this Agreement; provided, however, that the Corporation shall not (except
to the extent required by mandatory provisions of law) be entitled to enforce
or exercise any rights which it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of
payment under this Agreement, if, at the time of any such payment, any amounts
are due and unpaid under this Agreement.


                                   ARTICLE II

         SECTION 2.1.      ASSIGNMENT.

         This Agreement may not be assigned by either party hereto without the
consent of the other, and any purported assignment without such consent shall
be void; provided, however, that, upon any transfer of the Common Securities,
this Agreement shall be assigned and delegated by the Corporation to its
successor with such transfer without any action by either party hereto.

         SECTION 2.2.      BINDING EFFECT.

         This Agreement shall bind the successors, assigns, receivers, trustees
and representatives of the Corporation and shall inure to the benefit of the
Beneficiaries.


                                      D-3
<PAGE>


         SECTION 2.3.      AMENDMENT.

         So long as there shall remain any Beneficiary or any Preferred
Securities of any series shall be outstanding, this Agreement may not be
modified or amended in any manner adverse to such Beneficiary or to the holders
of the Preferred Securities without the consent of such Beneficiary or the
holders of the Preferred Securities, as the case may be.

         SECTION 2.4.      NOTICES.

         Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against
receipt therefor by facsimile transmission (confirmed by mail), telex or by
registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed or upon receipt of an answer-back, if sent by telex):

                  Regions Financing Trust [III/IV]
                  c/o Regions Financial Corporation
                  417 North 20th Street
                  Birmingham, Alabama 35203
                  Facsimile No.: (205) 326-7751

                  Attention: General Counsel

                  Regions Financial Corporation
                  417 North 20th Street
                  Birmingham, Alabama 35203
                  Facsimile No.: (205) 326-7751

                  Attention: General Counsel

         SECTION 2.4.      GOVERNING LAW.

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.


                                      D-4
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.


                                    REGIONS FINANCIAL CORPORATION


                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------


                                    REGIONS FINANCING TRUST[ III/IV]


                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:  Administrative Trustee


                                      D-5
<PAGE>


                                   EXHIBIT E

                   [Form of Preferred Securities Certificate]

         [IF THE PREFERRED SECURITY IS TO BE A GLOBAL PREFERRED SECURITIES
INSERT-- This Preferred Security is a Global Preferred Securities within the
meaning of the Declaration hereinafter referred to and is registered in the
name of The Depository Trust Company (the "Depository") or a nominee of the
Depository. This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than the Depository or its nominee
only in the limited circumstances described in the Declaration and no transfer
of this Preferred Security (other than a transfer of this Preferred Security as
a whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may be
registered except in limited circumstances.

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

CERTIFICATE NUMBER                               NUMBER OF PREFERRED SECURITIES
P-[___________]                                           CUSIP NO.____________

                  CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                        REGIONS FINANCING TRUST [III/IV]

                       ____% TRUST PREFERRED SECURITIES,
               (LIQUIDATION AMOUNT $_____ PER PREFERRED SECURITY)

         Regions Financing Trust [III/IV], a 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 __________ preferred securities of
the Trust representing an undivided preferred beneficial interest in the assets
of the Trust and designated the Regions Financing Trust [III/IV] ____% Trust
Preferred Securities (Liquidation Amount $_____ per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Declaration (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred


                                      E-1
<PAGE>


Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Declaration of the Trust, dated as
of __________, 20__, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of Preferred Securities
as set forth therein. The Holder is entitled to the benefits of the Guarantee
Agreement entered into by REGIONS FINANCIAL CORPORATION, a Delaware
corporation, and Bankers Trust Company, as guarantee trustee, dated as of
__________, 20__, (the "Guarantee"), to the extent provided therein. The Trust
will furnish a copy of the Declaration and the Guarantee to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.

         This Preferred Securities Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware.

         All capitalized terms used but not defined in this Preferred
Securities Certificate are used with the meanings specified in the Declaration,
including the Exhibits thereto.

         BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE DECLARATION AND IS ENTITLED TO THE BENEFITS THEREUNDER.

         THE PREFERRED SECURITIES ARE NOT SAVINGS ACCOUNT DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR NONBANK SUBSIDIARY THEREOF, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.


         IN WITNESS WHEREOF, the undersigned Administrative Trustee of the
Trust has executed this certificate as of the ____ day of ___________, 20__.


                                    REGIONS FINANCING TRUST [III/IV]


                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:  Administrative Trustee


                                      E-2
<PAGE>


                   (TRUSTEE'S CERTIFICATE OF AUTHENTICATION)


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


                                    BANKERS TRUST COMPANY AS TRUSTEE


                                    By:
                                       ----------------------------------------
                                               Authorized Officer


                                      E-3
<PAGE>


                                   ASSIGNMENT

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

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

         (Insert address and zip code of assignee) and irrevocably appoints

         agent to transfer this Preferred Securities Certificate on the books
of the Trust. The agent may substitute another to act for him or her.

Date: ________________


Signature:

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


         The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.



                                      E-4