<Page>

                                                                 EXHIBIT 4.6

                                 FORM OF AMENDED

                                       AND

                                    RESTATED

                              DECLARATION OF TRUST


<Page>

                                TABLE OF CONTENTS

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

SECTION 1.01.  INTERPRETATION AND DEFINITIONS.............................................   1

                                    ARTICLE 2
                               TRUST INDENTURE ACT

SECTION 2.01.  TRUST INDENTURE ACT; APPLICATION..........................................   13
SECTION 2.02.  LIST OF HOLDERS OF THE SECURITIES.........................................   13
SECTION 2.03.  REPORTS BY THE PROPERTY TRUSTEE...........................................   13
SECTION 2.04.  PERIODIC REPORTS TO THE PROPERTY TRUSTEE..................................   14
SECTION 2.05.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT..........................   14

                                    ARTICLE 3
                                  ORGANIZATION

SECTION 3.01.  NAME AND ORGANIZATION.....................................................   14
SECTION 3.02.  OFFICE....................................................................   14
SECTION 3.03.  PURPOSE...................................................................   14
SECTION 3.04.  AUTHORITY.................................................................   15
SECTION 3.05.  TITLE TO PROPERTY OF THE TRUST............................................   15
SECTION 3.06.  POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES..........................   15
SECTION 3.07.  PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES......................   17
SECTION 3.08.  POWERS AND DUTIES OF THE PROPERTY TRUSTEE.................................   19
SECTION 3.09.  CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE...............   20
SECTION 3.10.  CERTAIN RIGHTS OF PROPERTY TRUSTEE........................................   22
SECTION 3.11.  DELAWARE TRUSTEE..........................................................   25
SECTION 3.12.  INTENTIONALLY OMITTED.....................................................   25
SECTION 3.13.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES....................   25
SECTION 3.14.  DURATION OF TRUST.........................................................   25
SECTION 3.15.  MERGERS...................................................................   25
SECTION 3.16.  COMPENSATION AND REIMBURSEMENT............................................   27
SECTION 3.17.  PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM.................................   27
SECTION 3.18.  REGISTRATION STATEMENT AND RELATED MATTERS................................   28
SECTION 3.19.  BOOKS AND RECORDS.........................................................   28

                                    ARTICLE 4
                                   THE SPONSOR

SECTION 4.01.  RESPONSIBILITIES OF THE SPONSOR...........................................   28


                                       i
<Page>

                                    ARTICLE 5
                      THE HOLDERS OF THE COMMON SECURITIES

SECTION 5.01.  [SUBORDINATED] NOTES ISSUER'S PURCHASE OF THE COMMON SECURITIES...........   29
SECTION 5.02.  COVENANTS OF THE [SUBORDINATED] NOTES ISSUER..............................   29
SECTION 5.03.  HOLDER OF THE COMMON SECURITIES...........................................   30
SECTION 5.04.  EXCHANGES.................................................................   30

                                    ARTICLE 6
                                  THE TRUSTEES

SECTION 6.01.  NUMBER OF TRUSTEES........................................................   31
SECTION 6.02.  DELAWARE TRUSTEE; ELIGIBILITY.............................................   31
SECTION 6.03.  PROPERTY TRUSTEE; ELIGIBILITY.............................................   32
SECTION 6.04.  QUALIFICATIONS OF THE ADMINISTRATIVE TRUSTEES GENERALLY...................   32
SECTION 6.05.  INITIAL ADMINISTRATIVE TRUSTEES...........................................   32
SECTION 6.06.  APPOINTMENT, REMOVAL AND RESIGNATION OF THE TRUSTEES......................   32
SECTION 6.07.  VACANCIES AMONG TRUSTEES..................................................   34
SECTION 6.08.  EFFECT OF VACANCIES.......................................................   34
SECTION 6.09.  MEETINGS..................................................................   35
SECTION 6.10.  DELEGATION OF POWER BY THE ADMINISTRATIVE TRUSTEES........................   35
SECTION 6.11.  MERGER, CONSOLIDATION, CONVERSION OR SUCCESSION TO BUSINESS...............   35

                                    ARTICLE 7
                             TERMS OF THE SECURITIES

SECTION 7.01.  GENERAL PROVISIONS REGARDING THE SECURITIES...............................   35
SECTION 7.02.  DISTRIBUTIONS.............................................................   38
SECTION 7.03.  REDEMPTION OF SECURITIES..................................................   40
SECTION 7.04.  REDEMPTION PROCEDURES.....................................................   40
SECTION 7.05.  VOTING RIGHTS OF THE PREFERRED SECURITIES.................................   42
SECTION 7.06.  VOTING RIGHTS OF THE COMMON SECURITIES....................................   45
SECTION 7.07.  PAYING AGENT..............................................................   46
SECTION 7.08.  LISTING...................................................................   47
SECTION 7.09.  TRANSFER OF THE SECURITIES................................................   47
SECTION 7.10.  MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.........................   48
SECTION 7.11.  DEEMED HOLDERS............................................................   48
SECTION 7.12.  GLOBAL CERTIFICATES.......................................................   48
SECTION 7.13.  REMARKETING...............................................................   50

                                    ARTICLE 8
                    DISSOLUTION AND TERMINATION OF THE TRUST

SECTION 8.01.  DISSOLUTION AND TERMINATION OF THE TRUST..................................   53
SECTION 8.02.  LIQUIDATION DISTRIBUTION UPON DISSOLUTION OF THE TRUST....................   54


                                      ii
<Page>

                                    ARTICLE 9
 LIMITATION OF LIABILITY OF HOLDERS OF THE SECURITIES, THE DELAWARE TRUSTEE AND
                                     OTHERS

SECTION 9.01.  LIABILITY.................................................................   55
SECTION 9.02.  EXCULPATION...............................................................   56
SECTION 9.03.  FIDUCIARY DUTY............................................................   56
SECTION 9.04.  INDEMNIFICATION...........................................................   57
SECTION 9.05.  OUTSIDE BUSINESSES........................................................   58

                                   ARTICLE 10
                                   ACCOUNTING

SECTION 10.01.  FISCAL YEAR..............................................................   58
SECTION 10.02.  CERTAIN ACCOUNTING MATTERS...............................................   59
SECTION 10.03.  BANKING..................................................................   59
SECTION 10.04.  WITHHOLDING..............................................................   59

                                   ARTICLE 11
                             AMENDMENTS AND MEETINGS

SECTION 11.01.  AMENDMENTS...............................................................   60
SECTION 11.02.  MEETINGS OF THE HOLDERS OF THE SECURITIES; ACTION BY WRITTEN CONSENT.....   62

                                   ARTICLE 12
        REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE

SECTION 12.01.  REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE...................   63
SECTION 12.02.  REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE...................   64

                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION 13.01.  NOTICES..................................................................   64
SECTION 13.02.  GOVERNING LAW............................................................   66
SECTION 13.03.  INTENTION OF THE PARTIES.................................................   66
SECTION 13.04.  HEADINGS.................................................................   66
SECTION 13.05.  SUCCESSORS AND ASSIGNS...................................................   66
SECTION 13.06.  PARTIAL ENFORCEABILITY...................................................   66
SECTION 13.07.  COUNTERPARTS.............................................................   66
</Table>


                                      iii
<Page>

                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
Section of
Trust Indenture Act                                    Section of
of 1939, as amended                                    Declaration
-------------------                                    ------------
<S>                                                    <C>
310(b)              ......................             6.03(c) & (d)
311(a)              ......................             2.02(b)
311(b)              ......................             2.02(b)
312(b)              ......................             2.02(b)
313                 ......................             2.03
313(d)              ......................             2.03
314                 ......................             2.04
314(a)              ......................             3.06(i)
314(c)              ......................             2.05
316(a)              ......................             7.05(j)-(l)
317(b)              ......................             3.08(h)
</Table>

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


                                      iv

<Page>

                    AMENDED AND RESTATED DECLARATION OF TRUST

         This Amended and Restated Declaration of Trust of CC Funding Trust I
("Declaration"), dated as of ____________, 2001, by and among Cinergy Corp.,
a Delaware corporation, as Sponsor, [    ], [    ] and [    ], as the initial
Administrative Trustees, [    ], an [    ] banking corporation, as the initial
Property Trustee, and [    ], a Delaware statutory business trust, as the
initial Delaware Trustee, not in their individual capacities but solely as
Trustees, and the Holders, from time to time, of the Securities representing
undivided beneficial interests in the assets of the Trust, to be issued
pursuant to this Declaration.

         WHEREAS, certain of the Trustees and the Sponsor established CC
Funding Trust I (the "Trust"), a business trust under the Business Trust Act,
pursuant to a Declaration of Trust dated as of ___________, 2001, (the
"Original Declaration") and a Certificate of Trust (the "Certificate of
Trust") filed with the Secretary of State of the State of Delaware on
_____________, 2001; and

         WHEREAS, the sole purpose of the Trust shall be to issue, sell and
repurchase certain securities representing undivided beneficial interests in
the assets of the Trust, to invest the proceeds from such sales in the
[Subordinated] Notes issued by the [Subordinated] Notes Issuer, to enter into
certain agreements in connection therewith and to engage in only those
activities necessary or incidental thereto; and

         WHEREAS, the parties hereto, by this Declaration, amend and restate
each and every term and provision of the Original Declaration.

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


                                    ARTICLE 1
                         INTERPRETATION AND DEFINITIONS

         Section 1.01. INTERPRETATION AND DEFINITIONS. Unless the context
otherwise requires:

         (a) capitalized terms used in this Declaration but not defined in
the preamble above shall have the meanings assigned to them in this Section
1.01;

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

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


                                      1

<Page>

         (d) all references in this Declaration to Articles, Sections,
Recitals and Exhibits shall be to Articles and Sections of, or Recitals and
Exhibits to, this Declaration unless otherwise specified;

         (e) unless otherwise defined in this Declaration, a term defined in
the Trust Indenture Act, shall have the same meaning when used in this
Declaration; and

         (f) a reference to the singular shall include the plural and vice
versa, and a reference to any masculine form of a term shall include the
feminine or neuter form of a term, as applicable.

         (g) the following terms shall have the following meanings:

         "Administrative Trustee" shall mean any trustee of the Trust other
than the Property Trustee and the Delaware Trustee.

         "Affiliate" of any specified Person shall mean any other Person
directly or indirectly controlling or controlled by, or under direct or
indirect common control with, such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person shall
mean 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" shall
have meanings correlative to the foregoing.

         "Applicable Ownership Interest" shall mean, with respect to a Stock
Purchase Unit that includes the Treasury Portfolio, (A) a 1/40, or 2.5%,
undivided beneficial ownership interest in a $1,000 face amount of a
principal or interest strip in a U.S. treasury security included in such
Treasury Portfolio that matures on or prior to _____________ and (B) for each
scheduled interest payment date on the [Subordinated] Notes after the Tax
Event Redemption Date, ______%, undivided beneficial ownership interest in a
$1,000 face amount of a principal or interest strip in a U.S. treasury
security included in such Treasury Portfolio that matures on or prior to such
date. Unless otherwise specified, references in this Declaration to the
"Applicable Ownership Interest of the Treasury Portfolio" shall have meaning
specified in clause (A) of this definition.

         "Applicable Principal Amount" shall mean either (A) if the Tax Event
Redemption Date occurs prior to the Purchase Contract Settlement Date, the
aggregate principal amount of the [Subordinated] Notes corresponding to the
aggregate stated liquidation amount of the Preferred Securities that are
components of the Stock Purchase Units on the Tax Event Redemption Date or
(B) if the Tax Event Redemption Date occurs on or after the Purchase Contract
Settlement Date, the aggregate principal amount of the [Subordinated] Notes
corresponding to the aggregate stated liquidation amount of the Preferred
Securities outstanding on such Tax Event Redemption Date.


                                      2

<Page>

         "Applicable Spread" shall mean the spread determined as set forth
below, based on the prevailing rating of the senior notes of the
[Subordinated]Notes Issuer in effect at the close of business on the Business
Day immediately preceding the date of a Failed Remarketing:

<Table>
<Caption>
              PREVAILING RATING                         SPREAD
              -----------------                         ------
              <S>                                       <C>
              AA/ "Aa"...........................            %
              A/ "a".............................            %
              BBB/ "Baa".........................            %
              Below BBB/ "Baa"...................            %
</Table>

         For purposes of this definition, the "prevailing rating" of the
senior notes of the [Subordinated] Notes Issuer shall be:

                  (i) AA/ "Aa" if the senior notes of the [Subordinated] Notes
         Issuer have a credit rating of AA- or better by S&P and "Aa3" or better
         by Moody's or the equivalent of such ratings by such agencies or a
         substitute rating agency or substitute rating agencies selected by the
         Remarketing Agent (after consultation with the [Subordinated] Notes
         Issuer);

                  (ii) if not under clause (i) above, then A/"a" if the senior
         notes of the [Subordinated] Notes Issuer have a credit rating of A- or
         better by S&P and "A3" or better by Moody's or the equivalent of such
         ratings by such agencies or a substitute rating agency or substitute
         rating agencies selected by the Remarketing Agent (after consultation
         with the [Subordinated] Notes Issuer);

                  (iii) if not under clause (i) or (ii) above, then BBB/"Baa" if
         the senior notes of the [Subordinated] Notes Issuer have a credit
         rating of BBB- or better by S&P and "Baa3" or better by Moody's or the
         equivalent of such ratings by such agencies or a substitute rating
         agency or substitute rating agencies selected by the Remarketing Agent
         (after consultation with the [Subordinated] Notes Issuer); or

                  (iv) if not under clauses (i) through (iii) above, then Below
         BBB/"Baa."

         Notwithstanding the foregoing, (A) if (i) the credit rating of the
senior notes of the [Subordinated] Notes Issuer by S&P shall be on the
"Credit Watch" of S&P with a designation of "negative implications" or
"developing," or (ii) the credit rating of the senior notes of the
[Subordinated] Notes Issuer by Moody's shall be on the "Corporate Credit
Watch List" of Moody's with a designation of "downgrade" or "uncertain," or,
in each case, on any successor list of S&P or Moody's with a substitute
designation, the prevailing ratings of the senior notes of the [Subordinated]
Notes Issuer shall be deemed to be within a range one full level lower in the
above table than those actually assigned to the senior notes of the
[Subordinated] Notes Issuer by Moody's and S&P and (B) if the senior notes of
the [Subordinated] Notes Issuer are rated by only one rating agency on or
before the Remarketing Date, the prevailing rating shall at all times be
determined without reference to the rating of any other rating agency;
provided that if no such rating agency shall have in effect a rating for the
senior notes of the [Subordinated] Notes Issuer,


                                      3

<Page>

and the Remarketing Agent is unable to identify a substitute rating agency or
rating agencies, as required above, the prevailing rating shall be Below BBB/
"baa."

         "Authorized Officer" of a Person shall mean any Person that is
authorized to bind such Person.

         "Beneficial Owner" shall mean, with respect to a Global Security, a
Person who is the beneficial owner of a book-entry interest in such Global
Security as reflected on the books of the Depositary or on the books of a
Person maintaining an account with such Depositary (directly as a Depositary
Participant or as an indirect participant, in each case in accordance with
the rules of such Depositary).

         "Business Day" shall mean any day other than a Saturday or Sunday or
a day on which banking institutions in the City of New York, New York, or
Cincinnati, Ohio are authorized or required by law or executive order to
remain closed, or a day on which the Indenture Trustee or the Property
Trustee, is closed for business.

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

         "Cash Settlement" shall have the meaning specified in the Purchase
Contract Agreement.

         "Certificate" shall mean a Common Security Certificate or a
Preferred Security Certificate.

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

         "Closing Date" shall mean the date on which the Preferred Securities
are initially issued and sold.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any successor legislation. A reference to a specific section
of the Code refers not only to such specific section but also to any
corresponding provision of any federal tax statute enacted after the date of
this Declaration, as such specific section or corresponding provision is in
effect on the date of application of the provisions of this Declaration
containing such reference.

         "Collateral Agent" shall mean [          ].

         "Commission" shall mean the Securities and Exchange Commission.

         "Common Securities" shall have the meaning specified in Section
7.01(a).

         "Common Security Certificate" shall mean a definitive certificate in
fully registered form representing a Common Security, substantially in the form
of Exhibit B hereto, with such


                                      4

<Page>

changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.

         "Common Securities Purchase Agreement" shall mean the Common
Securities Purchase Agreement dated as of ___________, 2001 between the
Sponsor and the Trust.

         "Compounded Distributions" shall have the meaning specified in
Section 7.02(b).

         "Corporate Trust Office" shall mean the principal office of the
Property Trustee at which, at any particular time, its corporate trust
business shall be administered, which office at the date hereof is located at
[address], Attn: Corporate Trust Department.

         "Covered Person" shall mean (A) any officer, director, trustee,
shareholder, partner, member, representative, employee or agent of (i) the
Sponsor, (ii) any Affiliate of the Sponsor, (iii) the Trust or (iv) any
Affiliate of the Trust and (B) any Holder.

         "Delaware Trustee" shall have the meaning specified in Section 6.02.

         "Depositary" shall mean, with respect to Securities issuable in
whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as
depositary for such Securities, and initially shall be The Depository Trust
Company.

         "Depositary Participant" shall mean a member of, or participant in,
the Depositary.

         "Direct Action" shall have the meaning specified in Section 3.08(e).

         "Distribution" shall mean a distribution payable to the Holders in
accordance with Section 7.02.

         "Exchange Act" shall mean the Securities Exchange Act of 1934 and
any statute successor thereto, in each case as amended from time to time, and
the rules and regulations promulgated thereunder.

         "Exchange Act Registration Statement shall have the meaning
specified in Section 4.01(d).

         "Failed Remarketing" shall have the meaning specified in Section
7.13(h).

         "Fiscal Year" shall have the meaning specified in Section 10.01.

         "Foreign Person" shall mean any Person that is not a United States
Person.

         "Global Certificate" shall have the meaning specified in Section
7.01(h).

         "Guarantee" shall mean the Guarantee Agreement, dated as of
________________, 2001, of the Sponsor, as may be amended from time to time,
in respect of the Preferred Securities.


                                      5

<Page>

         "Holder" shall mean any holder of Securities, as registered on the
books and records of the Trust, such holder being a beneficial owner within
the meaning of the Business Trust Act, PROVIDED that in determining whether
the Holders of the requisite liquidation amount of Preferred Securities have
voted on any matter provided for in this Declaration, then for the purpose of
such determination only (and not for any other purpose hereunder), if the
Preferred Securities remain in the form of one or more Global Certificates
and if the Depositary has sent an omnibus proxy to the Depositary
Participants to whose accounts the Preferred Securities are credited on the
record date, the term "Holders" shall mean such Depositary Participants
acting at the direction of the Beneficial Owners.

         "Indemnified Person" shall mean any Trustee, any Affiliate of any
Trustee, any Paying Agent, any officers, directors, shareholders, members,
partners, employees, representatives or agents of any Trustee, Affiliate of a
Trustee or Paying Agent, or any officer, employee or agent of the Trust or
any of its Affiliates.

         "Indenture" shall mean the indenture dated as of
____________________, 2001, between the [Subordinated] Notes Issuer and the
Indenture Trustee (including the provisions of the Trust Indenture Act that
are deemed incorporated therein), as supplemented or amended from time to
time, pursuant to which the [Subordinated] Notes are to be issued.

         "Indenture Event of Default" shall have the meaning given to the
term "Event of Default" in the Indenture.

         "Indenture Trustee" shall mean [         ], in its capacity as trustee
under the Indenture, until a successor is appointed thereunder, and thereafter
shall mean such successor trustee.

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

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

         "Legal Action" shall have the meaning specified in Section 3.06(f).

         "Liquidation" shall have the meaning specified in Section 8.02(a).

         "Liquidation Distribution" shall have the meaning specified in
Section 8.02(d).

         "List of Holders" shall have the meaning specified in Section 2.02(a).

         "Majority in Liquidation Amount" shall mean, except as provided by
the Trust Indenture Act, Holders of outstanding Securities, voting together
as a single class, or, as the context may require, Holders of outstanding
Preferred Securities or Holders of the outstanding Common Securities, voting
separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the


                                      6

<Page>

voting percentages are determined) of all outstanding Securities, Preferred
Securities or Common Securities, as the case may be.

         "Maturity Date" shall mean ____________________.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "New York Stock Exchange" shall mean the New York Stock Exchange,
Inc. or any successor thereto.

         "Officers' Certificate" shall mean, when delivered by the Trust, a
certificate signed by a majority of the Regular Trustees of the Trust and,
when delivered by the Sponsor, a certificate signed by (A) the Chairman of
the Board, President or a Vice President of the Sponsor and (B) the
Treasurer, Assistant Treasurer or Secretary of the Sponsor. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include, where applicable:

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

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

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

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

         ["Option Closing Date" shall mean the date of closing of any sale of
Preferred Securities issued pursuant to an over-allotment option granted to
the underwriters named in the Underwriting Agreement.]

         "Paying Agent" shall have the meaning specified in Section 7.07.

         "Payment Amount" shall have the meaning specified in Section 7.02(c).

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

         "Pledge Agreement" shall mean the Pledge Agreement dated as of
_____________, 2001 among Cinergy Corp., the Collateral Agent, [           ],
as Securities Intermediary, and the Purchase Contract Agent.


                                      7

<Page>

         "Preferred Securities" shall have the meaning specified in Section
7.01(a).

         "Preferred Security Certificate" shall mean a definitive certificate
in fully registered form representing a Preferred Security, substantially in
the form of Exhibit A, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

         "Primary Treasury Dealer" shall mean a primary U.S. government
securities dealer in New York City.

         "Property Account" shall have the meaning specified in Section
3.08(c).

         "Property Trustee" shall mean the Trustee meeting the eligibility
requirements set forth in Section 6.03.

         "Pro Rata" shall mean pro rata to each Holder according to the
aggregate liquidation amount of the Securities held by such Holder in
relation to the aggregate liquidation amount of all Securities outstanding.

         "Purchase Contract" shall have the meaning specified in the Purchase
Contract Agreement.

         "Purchase Contract Agent" shall mean [                ].

         "Purchase Contract Agreement" shall mean the Purchase Contract
Agreement dated as of ____________, 2001 between Cinergy Corp., and [      ],
as Purchase Contract Agent.

         "Purchase Contract Settlement Date" shall mean _____________.

         "Quorum" shall mean a majority of the Administrative Trustees or, if
there are only two Administrative Trustees, both of them.

         "Quotation Agent" shall mean (A) _______________ and any respective
successor, provided that if _______________ or any respective successor
ceases to be a Primary Treasury Dealer, the Sponsor shall substitute another
Primary Treasury Dealer therefor or (B) any other Primary Treasury Dealer
selected by the Sponsor.

         "Redemption Amount" shall mean, for each [Subordinated] Note, the
product of the principal amount of such [Subordinated] Note and a fraction,
the numerator of which shall be the Treasury Portfolio Purchase Price and the
denominator of which shall be the Applicable Principal Amount.

         "Redemption/Distribution Notice" shall have the meaning specified in
Section 7.04(a).

         "Redemption Price" shall mean the amount for which the Securities
will be redeemed, which amount will equal the lesser of (i) the redemption
price paid by the [Subordinated] Notes Issuer to repay or redeem, in whole or
in part, the [Subordinated] Notes held by the Trust plus an


                                      8

<Page>

amount equal to accumulated and unpaid Distributions on such Securities
through the date of their redemption or (ii) the amount received by the Trust
in respect of the [Subordinated] Notes so repaid or redeemed.

         "Remarketed Securities" shall mean (i) so long as the Trust has not
been dissolved, the Preferred Securities or (ii) if the Trust has been
dissolved, the [Subordinated] Notes.

         "Remarketing" shall mean the operation of the procedures for
remarketing specified in Section 7.13.

         "Remarketing Agent" shall mean ____________ or if the Remarketing
Agent is removed or resigns, any successor remarketing agent selected by the
Sponsor.

         "Remarketing Agreement" shall mean the Remarketing Agreement dated
as of ____________, 2001 among Cinergy Corp., the Trust and the Remarketing
Agent.

         "Remarketing Date" shall mean the third Business Day preceding
[     ].

         "Remarketing Settlement Date" shall mean the date, if any, on which
the settlement of the Remarketed Securities has occurred through the normal
settlement procedures in effect at such time of the Depositary or any
successor Depositary.

         "Reset Rate" shall mean the distribution rate per annum, as
determined by the Remarketing Agent, that results from the Remarketing
pursuant to Section 7.13.

         "Responsible Officer" shall mean, with respect to the Property
Trustee, any officer with direct responsibility for the administration of
this Declaration and also shall mean, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred due to that
officer's knowledge of and familiarity with the particular subject.

         "Rule 3a-7" shall mean Rule 3a-7 under the Investment Company Act or
any successor rule thereunder.

         "S&P" shall mean Standard & Poor's Ratings Services.

         "Scheduled Remarketing Settlement Date" shall mean the date, if any,
on which the settlement of the Remarketed Securities is scheduled to occur.

         "Securities" shall mean the Common Securities and the Preferred
Securities.

         "Securities Act" shall mean the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated thereunder.

         "Securities Act Registration Statement" shall have the meaning
specified in Section 4.01(a).

         "Security Registrar" shall have the meaning specified in Section
7.09(a)(iii).


                                      9

<Page>

         "66 2/3% in Liquidation Amount" shall mean Holders of outstanding
Securities, voting together as a single class, or, as the context may
require, Holders of outstanding Preferred Securities voting separately as a
class, who are the record owners of 66 2/3% or more of the aggregate
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined)
of all outstanding Securities or Preferred Securities, as the case may be.

         "Sponsor" shall mean Cinergy Corp., a Delaware corporation, or any
successor entity in a merger, consolidation, or conveyance, transfer or lease
of its properties and assets substantially as an entirety, in its capacity as
sponsor of the Trust.

         "Stock Purchase Units" shall mean a security consisting of a unit
comprised of (A) a purchase contract under which the holder of the unit will
purchase from Cinergy Corp., for $25 in cash, a certain number of shares of
common stock, without par value, of Cinergy Corp., and (B) beneficial
ownership of a Preferred Security or [Subordinated] Note, or in certain
circumstances following the occurrence of a Tax Event, the appropriate
Applicable Ownership Interest of the Treasury Portfolio.

         "[Subordinated] Note Purchase Agreement" shall mean the
[Subordinated] Note Purchase Agreement dated as of ___________, 2001 between
the [Subordinated] Notes Issuer and the Trust.

         "[Subordinated] Notes" shall mean the series of [Subordinated] notes
to be issued by the [Subordinated] Notes Issuer under the Indenture and to be
purchased by the Trust and held by the Property Trustee.

         "[Subordinated] Notes Issuer" shall mean Cinergy Corp., a Delaware
corporation, or any successor entity in a merger, consolidation, or
conveyance, transfer or lease of its properties and assets substantially as
an entirety, in its capacity as issuer of the [Subordinated] Notes under the
Indenture.

         "Successor Delaware Trustee" shall have the meaning specified in
Section 6.06(b).

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

         "Successor Property Trustee" shall have the meaning specified in
Section 6.06(b).

         "Successor Security" shall have the meaning specified in Section
3.15(b)(i)(B).

         "Supermajority" shall have the meaning specified in Section
7.05(j)(ii).

         "Tax Event" shall mean the receipt by the Sponsor and the Trust of
an opinion of counsel, rendered by a law firm having a recognized national
tax practice, to the effect that, as a result of any amendment to, change in
or announced proposed change in the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official administrative decision,
pronouncement, judicial decision or action interpreting or applying such laws
or regulations, which amendment or change


                                      10

<Page>

is effective or which proposed change, pronouncement, action or decision is
announced on or after the Closing Date, there is more than an insubstantial
increase in the risk that (i) the Trust is, or within 90 days of the date of
such opinion will be, subject to United States federal income tax with
respect to income received or accrued on the [Subordinated] Notes, (ii)
interest payable by the [Subordinated] Notes Issuer on the [Subordinated]
Notes is not, or within 90 days of the date of such opinion will not be,
deductible by the [Subordinated] Notes Issuer, in whole or in part, for
United States federal income tax purposes, or (iii) the Trust is, or within
90 days of the date of such opinion will be, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

         "Tax Event Redemption" shall mean that a Tax Event has occurred and
is continuing and the [Subordinated] Notes have been called for redemption
pursuant to the Indenture.

         "Tax Event Redemption Date" shall mean the date of the Tax Event
Redemption, if any, specified by the [Subordinated] Notes Issuer.

         "10% in Liquidation Amount" shall mean, except as provided by the
Trust Indenture Act, Holder(s) of outstanding Securities, voting together as
a single class, or, as the context may require, Holders of outstanding
Preferred Securities or Holders of outstanding Common Securities, voting
separately as a class, who are the record owners of 10% or more of the
aggregate liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined)
of all outstanding Securities, Preferred Securities or Common Securities, as
the case may be.

         "Termination Event" shall have the meaning set forth in Section 1.01
of the Purchase Contract Agreement.

         "Treasury Stock Purchase Units" shall mean a Stock Purchase Units
with respect to which Treasury Securities have been substituted for the
Preferred Securities or Applicable Ownership Interest of the Treasury
Portfolio component, as applicable.

         "Treasury Portfolio" shall mean, with respect to the Applicable
Principal Amount of [Subordinated] Notes, (A) if the Tax Event Redemption
Date occurs prior to the Purchase Contract Settlement Date, a portfolio of
zero-coupon U.S. treasury securities consisting of (i) principal or interest
strips of U.S. treasury securities that mature on or prior to the Purchase
Contract Settlement Date in an aggregate amount at maturity equal to the
Applicable Principal Amount and (ii) with respect to each scheduled interest
payment date on the [Subordinated] Notes that occurs after the Tax Event
Redemption Date but on or prior to the Purchase Contract Settlement Date,
principal or interest strips of U.S. treasury securities that mature on or
prior to such date in an aggregate amount at maturity equal to the aggregate
interest payment that would have been due on the Applicable Principal Amount
of the [Subordinated] Notes on such date, and (B) if the Tax Event Redemption
Date occurs on or after the Purchase Contract Settlement Date, a portfolio of
zero-coupon U.S. treasury securities consisting of (i) principal or interest
strips of U.S. treasury securities that mature on or prior to the Maturity
Date in an aggregate amount at maturity equal to the Applicable Principal
Amount and (ii) with respect to each scheduled interest payment date on the
[Subordinated] Notes that occurs after the Tax Event


                                      11

<Page>

Redemption Date, principal or interest strips of U.S. treasury securities
that mature on or prior to such date in an aggregate amount at maturity equal
to the aggregate interest payment that would have been due on the Applicable
Principal Amount of the [Subordinated] Notes on such date.

         "Treasury Portfolio Purchase Price" shall mean the lowest aggregate
price quoted by a Primary Treasury Dealer to the Quotation Agent on the third
Business Day preceding the Tax Event Redemption Date for the purchase of the
Treasury Portfolio for settlement on the Tax Event Redemption Date.

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

         "Treasury Securities" shall mean zero-coupon U.S. Treasury
Securities (CUSIP Number ___________) with a principal amount at maturity
equal to $1,000 and maturing on ___________, the Business Day preceding the
Purchase Contract Settlement Date.

         "Trust Enforcement Event" in respect of the Securities shall mean
that an Indenture Event of Default has occurred and is continuing.

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

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

         "Two-Year Benchmark Treasury Rate" shall mean the bid side rate
displayed at 10:00 a.m., New York City time, on the third Business Day
immediately preceding the Purchase Contract Settlement Date for direct
obligations of the United States (which may be obligations traded on a
when-issued basis only) having a maturity comparable to the remaining term to
maturity of the [Subordinated] Notes, as agreed upon by the [Subordinated]
Notes Issuer and the Remarketing Agent in the Telerate system (or if the
Telerate system is (a) no longer available on the third Business Day
immediately preceding the Purchase Contract Settlement Date or (b) in the
opinion of the Remarketing Agent (after consultation with the [Subordinated]
Notes Issuer) no longer an appropriate system from which to obtain such rate,
such other nationally recognized quotation system as, in the opinion of the
Remarketing Agent (after consultation with the [Subordinated] Notes Issuer)
is appropriate.

         "United States Person" shall mean a United States person for United
States federal income tax purposes.

         "Underwriting Agreement" shall mean the Underwriting Agreement dated
as of ___________, 2001, among the Trust, the Sponsor and _____________, as
representatives of the several underwriters named therein.


                                      12

<Page>

                                    ARTICLE 2
                               TRUST INDENTURE ACT

         Section 2.01.  TRUST INDENTURE ACT; APPLICATION.

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

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

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

         (d) The application of the Trust Indenture Act to this Declaration
shall not affect the Trust's classification as a grantor trust for United
States federal income tax purposes and shall not affect the nature of the
Securities as equity securities representing undivided beneficial interests
in the assets of the Trust.

         Section 2.02.  LIST OF HOLDERS OF THE SECURITIES.

         (a) Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide the Property Trustee with a list of the names and
addresses of the Holders of the Securities in such form as the Property
Trustee may reasonably require ("List of Holders") (i) as of the record date
relating to the payment of any Distribution, at least one Business Day prior
to the date for payment of such Distribution, except while the Preferred
Securities are represented by one or more Global Certificates, and (ii) at
any other time, within 30 days of receipt by the Trust of a written request
from the Property Trustee for a List of Holders as of a date no more than 15
days before such List of Holders is provided to the Property Trustee. If at
any time the List of Holders does not differ from the most recent List of
Holders provided to the Property Trustee by the Sponsor and the
Administrative Trustees on behalf of the Trust, then neither the Sponsor nor
the Administrative Trustees shall be obligated to deliver such List of
Holders. The Property Trustee shall preserve, in as current a form as is
reasonably practicable, all information contained in Lists of Holders
provided to it or that it receives in its capacity as Paying Agent (if acting
in such capacity); PROVIDED that the Property Trustee may destroy any List of
Holders previously provided to it on receipt of a new List of Holders.

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

         Section 2.03.  REPORTS BY THE PROPERTY TRUSTEE.

         Within 60 days after __________ of each year (commencing with the
year of the first anniversary of the issuance of the Preferred Securities),
the Property Trustee shall provide to the Holders of the Preferred Securities
such reports as are required by Section 313 of the Trust Indenture Act, if
any, in the form and in the manner provided by Section 313 of the Trust


                                      13

<Page>

Indenture Act. The Property Trustee also shall comply with the requirements
of Section 313(d) of the Trust Indenture Act. The Sponsor shall promptly
notify the Property Trustee when any Preferred Securities are listed for
trading on any stock exchange and of any delisting thereof.

         Section 2.04.  PERIODIC REPORTS TO THE PROPERTY TRUSTEE.

         Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any)
and the compliance certificate required by Section 314 of the Trust Indenture
Act in the form, in the manner and at the times required by Section 314 of
the Trust Indenture Act. Compliance certificates required by Section
314(a)(4) of the Trust Indenture Act shall be delivered to the Property
Trustee annually on or before 120 days after the end of each fiscal year of
the Sponsor.

         Section 2.05.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

                                    ARTICLE 3
                                  ORGANIZATION

         Section 3.01.  NAME AND ORGANIZATION.

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

         Section 3.02.  OFFICE.

         The address of the principal office of the Trust is 139 East Fourth
Street, Cincinnati, OH 45202. On ten Business Days' written notice to the
Holders of the Securities, the Administrative Trustees may designate another
principal office.

         Section 3.03.  PURPOSE.

         The exclusive purposes and functions of the Trust are (a) to issue,
sell and repurchase the Securities, (b) to use the gross proceeds from such
sale to acquire the [Subordinated] Notes, (c) to enter into the Underwriting
Agreement, the Remarketing Agreement, the Common Securities Purchase
Agreement and the [Subordinated] Note Purchase Agreement and (d) except as
otherwise limited herein, to engage in only those other activities necessary
or incidental thereto. The Trust shall not borrow money, issue debt, reinvest
proceeds derived from investments, pledge any of its assets or otherwise
undertake (or permit to be undertaken) any activity that


                                      14

<Page>

would cause the Trust not to be classified as a grantor trust for United
States federal income tax purposes.

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

         Section 3.04.  AUTHORITY.

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

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

         (c) Unless otherwise determined by the Administrative Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Administrative Trustee may delegate to any other natural person over the age
of 21 that is a United States Person, by power of attorney consistent with
applicable law, his or her power for the purposes of signing any documents
that the Administrative Trustees have power and authority to cause the Trust
to execute pursuant to Section 3.06.

         Section 3.05.  TITLE TO PROPERTY OF THE TRUST.

         Except as provided in Section 3.08 with respect to the [Subordinated]
Notes and the Property Account or as otherwise provided in this Declaration,
legal title to all assets of the Trust shall be vested in the Trust. The
Holders of the Securities shall not have legal title to any part of the
assets of the Trust but shall have undivided beneficial interests in the
assets of the Trust.

         Section 3.06.  POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

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

         (a) to issue and sell the Securities in accordance with this
Declaration; PROVIDED that the Trust may issue no more than one series of
Preferred Securities and no more than one series of Common Securities; and
PROVIDED FURTHER that there shall be no interests in the Trust other


                                      15

<Page>

than the Securities, and the issuance of the Securities shall be limited to a
one-time, simultaneous issuance of both Preferred Securities and Common
Securities on the Closing Date [and the Option Closing Date, if any];

         (b) to acquire the [Subordinated] Notes with the proceeds of the
sale of the Securities; PROVIDED that the Administrative Trustees shall cause
legal title to the [Subordinated] Notes to be held of record in the name of
the Property Trustee for the benefit of the Holders of the Securities;

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

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

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

         (f) to bring or defend, pay, collect, compromise, arbitrate, resort
to legal action or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.08(e), the Property Trustee
has the exclusive power to bring such Legal Action;

         (g) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants to conduct only those services that the Administrative Trustees
have authority to conduct directly, and to pay reasonable compensation for
such services, PROVIDED that any Person so employed or engaged is a United
States Person;

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

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

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

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

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


                                      16

<Page>

existence is necessary to protect the limited liability of the Holders of the
Securities or to enable the Trust to effect the purposes for which it was
created;

         (m) to take any action not inconsistent with applicable law that the
Administrative Trustees determine in their discretion to be necessary or
desirable in carrying out the purposes and functions of the Trust as set
forth in Section 3.01 or the activities of the Trust as set forth in this
Section 3.06, including:

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

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

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

         (n) to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed;

         (o) to prepare, execute and file a certificate of cancellation of
the Certificate of Trust of the Trust pursuant to Section 8.01(b);

         (p) if and to the extent that the Sponsor on behalf of the Trust has
not already done so, to cause the Trust to enter into the Underwriting
Agreement and/or such other agreements and arrangements as may be necessary
or desirable in connection with the sale of the Preferred Securities to the
initial purchasers thereof and the consummation thereof, and to take all
action, and exercise all discretion, as may be necessary or desirable in
connection with the consummation thereof; and

         (q) to execute all documents or instruments, including, without
limitation, the Underwriting Agreement, the Remarketing Agreement, the Common
Securities Purchase Agreement and the [Subordinated] Note Purchase Agreement,
perform all duties and powers, and do all things for and on behalf of the
Trust in all matters necessary or incidental to the foregoing.

         The Administrative Trustees shall exercise the powers set forth in
this Section 3.06 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.03, and the Administrative
Trustees shall have no power to, and shall not, take any action that is
inconsistent with the purposes and functions of the Trust set forth in
Section 3.03.

         Subject to this Section 3.06, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in
Section 3.08.

         Any expenses incurred by the Administrative Trustees pursuant to
this Section 3.06 shall be reimbursed by the [Subordinated] Notes Issuer.

         Section 3.07.  PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.


                                      17

<Page>

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

                      (i)    invest any proceeds received by the Trust in
         connection with its ownership of the [Subordinated] Notes, but the
         Property Trustee shall distribute all such proceeds to the Holders
         of the Securities pursuant to the terms of this Declaration and of
         the Securities;

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

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

                      (iv)   make any loans or incur any indebtedness;

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

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

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

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

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

                      (x)    revoke any action previously authorized or
         approved by vote of the Holders of the Preferred Securities; or

                      (xi)   after the date hereof, enter into any contract
         or agreement (other than any depositary agreement or any agreement
         with any securities exchange or automated quotation system) that
         does not expressly provide that the Holders of Preferred Securities,
         in their capacities as such, have limited liability for the
         liabilities and obligations of the Trust, which express provision
         shall be in substantially the following form:


                                      18

<Page>

                  The Holders of the Preferred Securities, in their capacities
                  as such, shall not be personally liable for any liabilities or
                  obligations of the Trust arising out of this Agreement, and
                  the parties hereto hereby agree that the Holders of the
                  Preferred Securities, in their capacities as such, shall be
                  entitled to the same limitation of personal liability extended
                  to stockholders of private corporations for profit organized
                  under the General Corporation Law of the State of Delaware.

         Section 3.08.  POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

         (a) The legal title to the [Subordinated] Notes shall be owned by
and held of record in the name of the Property Trustee in trust for the
benefit of the Trust and the Holders of the Securities. The right, title and
interest of the Property Trustee to the [Subordinated] Notes shall vest
automatically in each Person that hereafter may be appointed as Property
Trustee in accordance with Section 6.06. To the fullest extent permitted by
law, such vesting and cessation of title shall be effective whether or not
conveyancing documents with regard to the [Subordinated] Notes have been
executed and delivered.

         (b) The Property Trustee shall not transfer its right, title and
interest in the [Subordinated] Notes to the Administrative Trustees nor to
the Delaware Trustee (if the Property Trustee does not also act as Delaware
Trustee).

         (c) The Property Trustee shall:

                      (i)   establish and maintain a segregated non-interest
         bearing trust account (the "Property Account") in the name of and under
         the exclusive control of the Property Trustee on behalf of the Holders
         of the Securities and, upon the receipt of payments of funds made in
         respect of the [Subordinated] Notes, deposit such funds into the
         Property Account and make payments to the Holders of the Securities
         from the Property Account in accordance with Section 7.02. Funds in the
         Property Account shall be held uninvested until disbursed in accordance
         with this Declaration. The Property Account shall be an account that is
         maintained with a banking institution, the rating on whose long-term
         unsecured indebtedness is at least equal to the rating assigned to the
         [Subordinated] Notes Issuer's senior notes by a "nationally recognized
         statistical rating organization" within the meaning of Rule 436(g)(2)
         under the Securities Act;

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

                      (iii) upon written direction by the Sponsor to dissolve
         the Trust, to engage in such ministerial activities as shall be
         necessary or appropriate to effect the distribution of the
         [Subordinated] Notes to the Holders of the Securities in exchange for
         the Securities.

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


                                      19

<Page>

         (e) The Property Trustee shall take any Legal Action that arises out
of or in connection with (i) a Trust Enforcement Event of which a Responsible
Officer of the Property Trustee has actual knowledge or (ii) the Property
Trustee's duties and obligations under this Declaration or the Trust
Indenture Act; PROVIDED that if a Trust Enforcement Event has occurred and is
continuing and such event is attributable to the failure of the [Subordinated]
Notes Issuer to pay interest or principal on the [Subordinated] Notes on the
date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of Preferred Securities
may institute a proceeding directly against the [Subordinated] Notes Issuer
to enforce payment to such Holder of the principal or interest on
[Subordinated] Notes having an aggregate principal amount equal to the
aggregate liquidation amount of the Preferred Securities of such Holder (a
"Direct Action"). In connection with such Direct Action, the [Subordinated]
Notes Issuer will be subrogated to the rights of such Holder of Preferred
Securities to the extent of any payment made by the [Subordinated] Notes
Issuer to such Holders of Preferred Securities in such Direct Action.

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

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

                      (ii) a Successor Property Trustee has been appointed and
has accepted that appointment in accordance with Section 6.06.

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

         (h) Subject to this Section 3.08, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the
Administrative Trustees set forth in Section 3.06.

         The Property Trustee shall exercise the powers set forth in this
Section 3.08 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.03, and the Property Trustee shall have no
power to, and shall not, take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.03.

         Section 3.09. CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY
TRUSTEE.

         (a) Within 90 days after the occurrence of a Trust Enforcement Event
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit by mail, first class postage prepaid, to the Holders
of the Securities, notice of such Trust Enforcement Event, unless such Trust
Enforcement Event has been cured before the giving of such notice; PROVIDED
that, except for a default in the payment of principal of (or premium, if
any) or interest on any of the [Subordinated] Notes, the Property Trustee
shall be protected in withholding such notice if


                                      20

<Page>

and so long as a Responsible Officer of the Property Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Securities.

         (b) The Property Trustee shall not be deemed to have knowledge of
any Trust Enforcement Event except for:

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

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

         (c) If a Trust Enforcement Event has occurred (that has not been
cured or waived pursuant to Section 7.05) of which a Responsible Officer of
the Property Trustee has actual knowledge, the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration and
shall use the same degree of care and skill in its exercise as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.

         (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)   prior to the occurrence of a Trust Enforcement Event
         and after the cure or waiver of all such Trust Enforcement Events that
         may have occurred:

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

                                 (B) in the absence of bad faith on the part of
                   the Property Trustee, the Property Trustee may conclusively
                   rely, as to the truth of the statements and the correctness
                   of the opinions expressed therein, upon any certificates or
                   opinions furnished to the Property Trustee and conforming to
                   the requirements of this Declaration; but in the case of any
                   such certificates or opinions that by any provision hereof
                   are specifically required to be furnished to the Property
                   Trustee, the Property Trustee shall be under a duty to
                   examine such certificates or opinions to determine whether or
                   not they conform to the requirements of this Declaration (but
                   need not confirm or investigate the accuracy of mathematical
                   calculations or other facts stated therein);

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


                                      21

<Page>

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

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

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

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

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

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

         Section 3.10.  CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         (a) Subject to the provisions of Section 3.09:

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

                   (ii)   Any direction or act of the Sponsor contemplated by
         this Declaration shall be sufficiently evidenced by an Officers'
         Certificate.


                                      22

<Page>

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

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

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

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

                   (vii)  The Property Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Property Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it sees fit, and, if the Property Trustee
         shall determine to make such further inquiry or investigation, it shall
         be entitled to examine the books, records and premises of the Sponsor,
         personally or by agent or attorney at the sole cost of the Sponsor and
         shall incur no liability or additional liability of any kind by reason
         of such inquiry or investigation.

                   (viii) The Property Trustee may execute any of the trusts
         or powers hereunder or perform any duties hereunder either directly or
         by or through agents, custodians, nominees or attorneys; PROVIDED that
         any such action (other than ministerial action) executed or performed
         by such agent or attorney is executed or performed by an agent or


                                      23

<Page>

         an attorney that is a United States Person, and the Property Trustee
         shall not be responsible for any misconduct or negligence on the
         part of any agent or attorney appointed with due care by it hereunder.

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

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

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

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

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


                                      24

<Page>

         Section 3.11.  DELAWARE TRUSTEE.

         Notwithstanding any other provision of this Declaration other than
Section 6.02, the Delaware Trustee shall not be entitled to exercise any powers
of, nor shall the Delaware Trustee have any of the duties and responsibilities
of, the Trustees described in this Declaration. Except as set forth in Section
6.02, the Delaware Trustee shall be a Trustee for the sole and limited purpose
of fulfilling the requirements of Section 3807(a) of the Business Trust Act. If
the Property Trustee, meeting the requirements of Section 6.02, also acts as
Delaware Trustee, this Section 3.11 shall not apply.

         Section 3.12.  INTENTIONALLY OMITTED.

         Section 3.13.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

         Section 3.14.  DURATION OF TRUST.

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

         Section 3.15.  MERGERS.

            (a) The Trust may not consolidate with, convert into, amalgamate or
merge with or into, be replaced by or convey, transfer or lease its properties
and assets substantially as an entirety to any corporation or other body, except
as described in Section 3.15(b) and (c) or Section 8.02.

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

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

                                 (A) expressly assumes all of the obligations of
                   the Trust with respect to the Securities; or

                                 (B) substitutes for the Securities other
                   securities having substantially the same terms as the
                   Securities (the "Successor Securities"), so long as such
                   Successor Securities rank the same as the Securities with
                   respect to Distributions and payments upon liquidation,
                   redemption and otherwise;


                                          25
<Page>


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

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

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

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

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

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

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

                      (ix) such Successor Entity expressly assumes all of the
         obligations of the Trust.


                                          26
<Page>


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

         Section 3.16.  COMPENSATION AND REIMBURSEMENT.

         The Sponsor agrees to pay each of the Trustees from time to time such
compensation for all services rendered by such Trustee hereunder as the Sponsor
and such Trustee may agree upon from time to time (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust). To the fullest extent permitted by law the parties intend
that Section 3561 of Title 12 of the Delaware Code shall not apply to the Trust
and that compensation paid pursuant to this Section 3.16 not be subject to
review by any court under Section 3560 of Title 12 of the Delaware Code. The
provisions of this Section 3.16 shall survive the termination of this
Declaration.

         Section 3.17.  PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM.

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

            (a) to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Securities (or, if the
Securities are original issue discount securities, such portion of the
liquidation amount as may be specified in the terms of such securities) and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Property Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel) and of the Holders of the Securities 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 of Securities to make such payments to the Property Trustee and, in
the event the Property Trustee consents to the making of such payments directly
to the Holders, to pay to the Property Trustee any amount due it for the


                                          27
<Page>


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
of Securities, any plan of reorganization, arrangement, adjustment or
compensation affecting the Securities or the rights of any Holder thereof or to
authorize the Property Trustee to vote in respect of the claim of any Holder of
Securities in any such proceeding.

         Section 3.18.  REGISTRATION STATEMENT AND RELATED MATTERS.

         In the event that any filing referred to in Section 4.01(a)-(d) is
required by the rules and regulations of the Commission, any Exchange, the
National Association of Securities Dealers, Inc. or state securities or blue sky
laws, to be executed on behalf of the Trust by the Administrative Trustees, the
Administrative Trustees, in their capacities as Trustees of the Trust, are
hereby authorized to join in any such filing and to execute on behalf of the
Trust any and all of the foregoing. In connection with all of the foregoing,
each Administrative Trustee, solely in its capacity as Trustee of the Trust, has
constituted and appointed, and hereby confirms the appointment of, Richard E.
Terry, James M. Luebbers and Peter Kauffman, and each of them, as his, her or
its, as the case may be, true and lawful attorneys-in-fact, and agents, with
full power of substitution and resubstitution, for such Trustee or in such
Trustee's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Securities Act
Registration Statement and the Exchange Act Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as such Trustee might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. Notwithstanding anything in this Section 3.18 to
the contrary, no Foreign Person (acting in its capacity as attorney-in-fact or
agent of any Foreign Person) shall be authorized to take or perform any action
on behalf of the Trust pursuant to this Section 3.18 at any time on or after the
Closing Date.

         Section 3.19.  BOOKS AND RECORDS.

         The books and records of the Trust will be maintained at the principal
office of the Trust and will be open for inspection by each Holder of Preferred
Securities or any authorized representative of such Holder for any purpose
reasonably related to the Holder's interest in the Trust during normal business
hours.

                                    ARTICLE 4
                                   THE SPONSOR

         Section 4.01.  RESPONSIBILITIES OF THE SPONSOR.


                                          28
<Page>


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

            (a) to prepare, execute and file with the Commission, on behalf of
the Trust, a registration statement on Form S-3 in relation to the Preferred
Securities, including any amendments or supplements thereto and any registration
statement filed pursuant to Rule 462(b) under the Securities Act relating to the
Preferred Securities (the "Securities Act Registration Statement"), and to take
any other action relating to the registration and sale of the Preferred
Securities under federal and state securities laws;

            (b) if necessary, to determine the states in which to take
appropriate action to qualify or register for sale all or part of the Stock
Purchase Units and to do any and all such acts, other than actions that must be
taken by the Trust, and advise the Trust of actions it must take; to prepare,
execute and file, on behalf of the Trust, any documents it deems necessary or
advisable in order to comply with the applicable laws of any such states; and to
prepare, execute and file, on behalf of the Trust, any such documents or take
any acts determined by it to be necessary in order to qualify or register all or
part of the Stock Purchase Units in any state in which it has determined to
qualify or register such Stock Purchase Units for sale;

            (c) if necessary, to prepare, execute and file on behalf of the
Trust, an application to the [New York Stock Exchange] or any other national
stock exchange or the NASDAQ National Market for listing upon notice of issuance
of any Preferred Securities;

            (d) if necessary, to prepare, execute and file with the Commission,
on behalf of the Trust, a registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12 of the Exchange Act,
including any amendments thereto (the "Exchange Act Registration Statement");
and

            (e) to negotiate the terms of, and execute and enter into, on behalf
of the Trust, an Underwriting Agreement providing for the sale of the Stock
Purchase Units and a Remarketing Agreement providing for the Remarketing.

                                    ARTICLE 5
                      THE HOLDERS OF THE COMMON SECURITIES

         Section 5.01. [SUBORDINATED] NOTES ISSUER'S PURCHASE OF THE COMMON
SECURITIES.

         On the Closing Date, the [Subordinated] Notes Issuer shall purchase all
of the Common Securities issued by the Trust, in an aggregate liquidation amount
equal to at least three percent of the total capital of the Trust, at such time
as the Preferred Securities are sold and issued.

         The aggregate stated liquidation amount of the Common Securities
outstanding at any time shall not be less than three percent of the total
capital of the Trust.

         Section 5.02.  COVENANTS OF THE [SUBORDINATED] NOTES ISSUER.


                                          29
<Page>


         For so long as the Preferred Securities remain outstanding, the
[Subordinated] Notes Issuer shall covenant (i) to maintain, directly or
indirectly, 100% ownership of the Common Securities, (ii) to cause the Trust to
remain a statutory business trust and not to voluntarily dissolve, wind up,
liquidate or be terminated, except as permitted by this Declaration, (iii) to
use its commercially reasonable efforts to ensure that the Trust will not be an
Investment Company required to be registered under the Investment Company Act
and (iv) not to take any action that would create more than an insubstantial
risk that the Trust would be classified as an association or a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes.

         Section 5.03.  HOLDER OF THE COMMON SECURITIES.

         Each Holder of the Common Securities shall at all times hold the Common
Securities in its individual capacity on its own behalf and shall not, in its
capacity as a Holder of the Common Securities, be under (or subject to) the
control or direction of any Foreign Person (pursuant to a contractual
arrangement or otherwise) other than by virtue of such Foreign Person's direct
or indirect stock ownership, if any, of the Holder of the Common Securities.
Notwithstanding anything in this Declaration to the contrary, each Holder of the
Common Securities shall at all times be a United States Person and shall be
authorized to give any direction hereunder with respect to the Trust as shall be
necessary for the Trust not to be considered a foreign trust for United States
federal income tax purposes.

         Section 5.04.  EXCHANGES.

            (a) If at any time the [Subordinated] Notes Issuer or any of its
Affiliates (in either case, a "Issuer Affiliated Holder") is the Holder of any
Preferred Securities, such Issuer Affiliated Holder shall have the right to
deliver to the Property Trustee all or such portion of its Preferred Securities
as it elects and receive, in exchange therefor, [Subordinated] Notes in an
aggregate principal amount equal to the aggregate stated liquidation amount of,
with an interest rate identical to the distribution rate of, and accrued and
unpaid interest equal to accumulated and unpaid Distributions on, such Preferred
Securities. Such election (i) shall be exercisable effective on any Distribution
payment date by such Issuer Affiliated Holder delivering to the Property Trustee
a written notice of such election specifying the aggregate liquidation amount of
the Preferred Securities with respect to which such election is being made and
the Distribution payment date on which such exchange shall occur, which
Distribution payment date shall be not less than ten Business Days after the
date of receipt by the Property Trustee of such election notice and (ii) shall
be conditioned upon such Issuer Affiliated Holder having delivered or caused to
be delivered to the Property Trustee or its designee the Preferred Securities
which are the subject of such election by 10:00 a.m. New York City time, on the
Distribution payment date on which such exchange is to occur. After the
exchange, such Preferred Securities will be canceled and will no longer be
deemed to be outstanding and all rights of the [Subordinated] Notes Issuer or
its Affiliate(s) with respect to such Preferred Securities will cease.

            (b) In the case of an exchange described in Section 5.04(a), the
Trust will, on the date of such exchange, exchange [Subordinated] Notes having a
principal amount equal to a proportional amount of the aggregate liquidation
amount of the outstanding Common Securities based on the ratio of the aggregate
liquidation amount of the Preferred Securities exchanged


                                          30
<Page>


pursuant to Section 5.04(a) divided by the aggregate liquidation amount of
the Preferred Securities outstanding immediately prior to such exchange, for
such proportional amount of Common Securities held by the [Subordinated]
Notes Issuer (which contemporaneously shall be canceled and no longer be
deemed to be outstanding); PROVIDED, that the [Subordinated] Notes Issuer
delivers or causes to be delivered to the Property Trustee or its designee
the required amount of Common Securities to be exchanged by 10:00 a.m., New
York City time, on the Distribution payment date on which such exchange is to
occur.

                                    ARTICLE 6
                                  THE TRUSTEES

         Section 6.01.  NUMBER OF TRUSTEES.

         The number of Trustees initially shall be five, and:

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

            (b) after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of the Common Securities at a
meeting of the Holders of the Common Securities or by written consent without
prior notice in lieu of such meeting;

PROVIDED that the number of Trustees shall be at least three; and PROVIDED
FURTHER that: (i) the Delaware Trustee, in the case of a natural person, shall
be a person who is a resident of the State of Delaware or that, if not a natural
person, is an entity that has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable law; (ii) at least a
majority of the Trustees shall be employees or officers of, or are affiliates
of, the Sponsor; (iii) one Trustee shall be the Property Trustee for so long as
this Declaration is required to qualify as an indenture under the Trust
Indenture Act, and such Property Trustee also may serve as Delaware Trustee if
it meets the applicable requirements; (iv) each Trustee, and any delegee of any
Trustee, shall be a United States Person; and (v) each Trustee, and any delegee
of any Trustee, shall at all times act as Trustee and will not, at any time, in
its capacity as Trustee, be under (or subject to) the control or direction of
any Foreign Person (pursuant to a contractual arrangement or otherwise).

         Section 6.02.  DELAWARE TRUSTEE; ELIGIBILITY.

         If required by the Business Trust Act, one Trustee (which may be the
Property Trustee) (the "Delaware Trustee") shall be a United States Person that
is:

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

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


                                          31
<Page>


the requirements of applicable law, then the Property Trustee also shall be
the Delaware Trustee and Section 3.11 shall have no application.

         Section 6.03.  PROPERTY TRUSTEE; ELIGIBILITY.

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

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

                      (ii) be a corporation that is a United States Person
         organized and doing business under the law of the United States of
         America or any state or territory thereof or of the District of
         Columbia, or a corporation or other Person that is a United States
         Person permitted by the Commission to act as an institutional trustee
         under the Trust Indenture Act, authorized under such laws to exercise
         corporate trust powers, having a combined capital and surplus of at
         least fifty million U.S. dollars ($50,000,000) and subject to
         supervision or examination by federal, state, territorial or District
         of Columbia authority. If such corporation publishes reports of
         condition at least annually, pursuant to law or to the requirements of
         the supervising or examining authority referred to above, then for the
         purpose of this Section 6.03(a)(ii), the combined capital and surplus
         of such corporation shall be deemed to be its combined capital and
         surplus as set forth in its most recent report of condition so
         published.

            (b) If at any time the Property Trustee shall cease to be eligible
to so act under Section 6.03(a), the Property Trustee immediately shall resign
in the manner and with the effect set forth in Section 6.06(c).

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

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

         Section 6.04.  QUALIFICATIONS OF THE ADMINISTRATIVE TRUSTEES GENERALLY.

         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
Authorized Officers.

         Section 6.05.  INITIAL ADMINISTRATIVE TRUSTEES.

         The initial Administrative Trustees shall be [        ], [       ] and
[        ], the business address of all of whom is in care of Cinergy Corp.,
130 East Randolph Drive, Chicago, IL 60601-6207.

         Section 6.06.  APPOINTMENT, REMOVAL AND RESIGNATION OF THE TRUSTEES.


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<Page>


            (a) Subject to Section 6.06(b) and Section 7.05(i), the Trustees may
be appointed or removed without cause at any time:

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

                      (ii) after the issuance of any Securities, by a vote of
         the Holders of a Majority in Liquidation Amount of the Common
         Securities at a meeting of the Holders of the Common Securities or by
         written consent without prior notice in lieu of such meeting.

            (b) The Property Trustee shall not be removed in accordance with
Section 6.06(a) or Section 7.05(i) until a successor Trustee possessing the
qualifications to act as Property Trustee under Section 6.03(a) (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Administrative Trustees and the Sponsor. The Delaware Trustee shall not be
removed in accordance with Section 6.06(a) or Section 7.05(i) until a successor
Trustee possessing the qualifications to act as Delaware Trustee under Section
6.02 and Section 6.04 (a "Successor Delaware Trustee") has been appointed and
has accepted such appointment by written instrument executed by such Successor
Delaware Trustee and delivered to the Administrative Trustees and the Sponsor.

            (c) A Trustee appointed to office shall hold office until a
successor has been appointed, until death or dissolution or until removal or
resignation. Any Trustee may resign from office (without need for prior or
subsequent accounting) by written instrument executed by such Trustee and
delivered to the Sponsor and the other Trustees, which resignation shall take
effect upon such delivery or upon such later date as is specified therein;
PROVIDED that:

                      (i)  no such resignation of the Property Trustee shall be
         effective:

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

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

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

            (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Property Trustee or Successor Delaware
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 6.06.


                                          33
<Page>

            (e) If no Successor Property Trustee or Successor Delaware Trustee,
as the case may be, has been appointed and accepted appointment as provided in
this Section 6.06 within 60 days after delivery of an instrument of resignation
or removal, the resigning or removed Property Trustee or Delaware Trustee, as
applicable, may petition, at the expense of the Sponsor, any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee, as applicable. Such court may thereupon, after prescribing
such notice, if any, as it may deem proper, appoint a Successor Property Trustee
or Successor Delaware Trustee, as the case may be.

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

            (g) In case of the appointment hereunder of a Successor Property
Trustee or a Successor Delaware Trustee, such Successor Property Trustee or
Successor Delaware Trustee so appointed shall execute, acknowledge and deliver
to the Trust and to the retiring Property Trustee or Delaware Trustee, as the
case may be, an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Property Trustee or Delaware Trustee
shall become effective and such Successor Property Trustee or Successor Delaware
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Property Trustee or
Delaware Trustee; but, on the request of the Sponsor or the Successor Property
Trustee or Successor Delaware Trustee, such retiring Property Trustee or
Delaware Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such Successor Property Trustee or Successor Delaware
Trustee all the rights, powers and trusts of the retiring Property Trustee or
Delaware Trustee, as the case may be, and if the Property Trustee is the
resigning Trustee, it shall duly assign, transfer and deliver to the Successor
Property Trustee all property and money held by such retiring Property Trustee
hereunder.

         Section 6.07.  VACANCIES AMONG TRUSTEES.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 6.01, or if the number of Trustees
is increased pursuant to Section 6.01, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 6.06.

         Section 6.08.  EFFECT OF VACANCIES.

         The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust nor to terminate this
Declaration. Whenever a vacancy in the number of Administrative Trustees shall
occur until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with Section 6.06, the Administrative Trustees in office,
regardless of the number, shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration.


                                          34

<Page>

         Section 6.09.  MEETINGS.

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

         Section 6.10.  DELEGATION OF POWER BY THE ADMINISTRATIVE TRUSTEES.

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

         Section 6.11. MERGER, CONSOLIDATION, CONVERSION OR SUCCESSION TO
BUSINESS.

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

                                    ARTICLE 7
                             TERMS OF THE SECURITIES

         Section 7.01.  GENERAL PROVISIONS REGARDING THE SECURITIES.


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<Page>


            (a) The Administrative Trustees shall issue, on behalf of the Trust,
one class of preferred securities representing undivided beneficial interests in
the assets of the Trust (the "Preferred Securities") and one class of common
securities representing undivided beneficial interests in the assets of the
Trust (the "Common Securities").

                      (i) Preferred Securities. The Preferred Securities of the
         Trust shall have an aggregate stated liquidation amount of
         __________________________________ dollars ($_____________)
         [(________________________ dollars ($____________) if the
         over-allotment option granted in the Underwriting Agreement is
         exercised in full)] or $25 per Preferred Security. The Preferred
         Securities are hereby designated for identification purposes only as
         the Preferred Securities. A form of the Preferred Security Certificate
         is attached as Exhibit A hereto.

                      (ii) Common Securities. The Common Securities of the Trust
         shall have an aggregate liquidation amount of _________________ dollars
         ($_____________)[(________________________ dollars ($____________) if
         the over-allotment option granted in the Underwriting Agreement is
         exercised in full)] or $25 per Common Security. The Common Securities
         are hereby designated for identification purposes only as the Common
         Securities. A form of the Common Security Certificates is attached as
         Exhibit B hereto.

            (b) Payment of Distributions on, and any payment of the Redemption
Price upon a redemption of, the Preferred Securities and the Common Securities,
as applicable, shall be made Pro Rata based on the liquidation amount of such
Preferred Securities and Common Securities; PROVIDED that if on any date on
which such amounts are payable, a Trust Enforcement Event has occurred and is
continuing, then no payments shall be made on any of the Common Securities,
until all accumulated and unpaid Distributions on, or the Redemption Price of,
as the case may be, all of the outstanding Preferred Securities for which
Distributions are to be paid or that have been called for redemption, as the
case may be, are fully paid. All funds available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions on, or the
Redemption Price of, the Preferred Securities then due and payable.

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

            (d) Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be validly issued, fully paid and (subject to
Section 9.01(b)) non-assessable beneficial interests in the assets of the Trust.

            (e) Every Person, by virtue of having become a Holder or a
Beneficial Owner of Preferred Securities in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be governed by, this Declaration, the Guarantee, the Indenture,
the Purchase Contract Agreement, the Pledge Agreement and the [Subordinated]
Notes.

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


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<Page>


            (g) The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee. Such signature shall be the manual or facsimile
signature of any Administrative Trustee. If an Administrative Trustee of the
Trust who has signed any of the Certificates ceases to be an Administrative
Trustee before such signed Certificates have been delivered by the Trust, such
Certificates nevertheless may be delivered as though the Person who signed such
Certificates had not ceased to be an Administrative Trustee. Any Certificate may
be signed on behalf of the Trust by such Persons who, at the actual date of
execution of such Certificate, shall be the Administrative Trustees of the
Trust, although at the date of the execution and delivery of this Declaration
any such Person was not such an Administrative Trustee. Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by their
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the
Administrative Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage.

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

         Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate the Preferred Security Certificates for
original issue. The aggregate number of Preferred Securities outstanding at any
time shall not exceed the liquidation amount set forth in Section 7.01(a)(i).

         The Property Trustee may appoint an authenticating agent acceptable to
the Trust, as determined by the Administrative Trustees on behalf of the Trust,
to authenticate Certificates. An authenticating agent may authenticate
Certificates whenever the Property Trustee may do so. Each reference in this
Declaration to authentication by the Property Trustee shall include
authentication by such agent. An authenticating agent shall have the same rights
as the Property Trustee to deal with the Sponsor or an Affiliate of the Sponsor.

            (h) The Preferred Securities, upon original issuance, shall be
issued in the form of one or more fully registered global Preferred Security
Certificates (each a "Global Certificate"), to be delivered to, or pursuant to
the instructions of, The Depository Trust Company, the initial Depositary, by or
on behalf of the Trust. Such Global Certificates initially shall be registered
on the books and records of the Trust in the name of "Cede & Co.," the nominee
of the initial Depositary. No Beneficial Owner of Preferred Securities shall
receive a definitive Preferred Security Certificate representing such Beneficial
Owner's interests in the Global Certificates, except as provided in Section
7.12. Unless and until definitive, fully registered Preferred Security
Certificates have been issued to the Beneficial Owners of Preferred Securities
pursuant to Section 7.12,

                      (i)  the provisions of this Section 7.01 shall be in full
         force and effect;

                      (ii) the Trust and the Trustees shall be entitled to deal
         with the Depositary for all purposes of this Declaration (including the
         payment of Distributions on the Preferred


                                          37
<Page>


         Securities represented by the Global Certificates and receiving
         approvals, votes or consents thereunder) as the Holder of the Preferred
         Securities represented by the Global Certificates and, except as set
         forth herein or in Rule 3a-7 (if the Trust is excluded from the
         definition of an Investment Company solely by reason of Rule 3a-7) with
         respect to the Property Trustee, shall have no obligation to the
         Beneficial Owners of the Preferred Securities;

                      (iii) to the extent that the provisions of this Section
         7.01 conflict with any other provisions of this Declaration, the
         provisions of this Section 7.01 shall control; and

                      (iv) the rights of the Beneficial Owners of the Preferred
         Securities shall be exercised only through the Depositary and shall be
         limited to those established by law and agreements between such
         Beneficial Owners and the Depositary and/or the Depositary
         Participants; PROVIDED that no such agreement shall give to any Person
         any rights against the Trust or the Property Trustee without the
         written consent of the parties so affected. The Depositary shall make
         book-entry transfers among Depositary Participants and receive and
         transmit Distributions on the Preferred Securities represented by the
         Global Certificates to such Depositary Participants; PROVIDED that
         solely for the purposes of determining whether the Holders of the
         requisite amount of Preferred Securities have voted on any matter
         provided for in this Declaration, so long as definitive Preferred
         Security Certificates have not been issued, the Trustees may rely
         conclusively on, and shall be fully protected in relying on, any
         written instrument (including a proxy) delivered to the Trustees by the
         Depositary setting forth the votes of the Beneficial Owners of the
         Preferred Securities or assigning the right to vote on any matter to
         any other Persons either in whole or in part.

         Whenever a notice or other communication to the Holder of the Preferred
Securities is required to be given under this Declaration, unless and until
definitive Preferred Security Certificates have been issued pursuant to Section
7.01(g), the Trustees shall deliver all such notices and communications
specified herein to be given to the Holders of the Preferred Securities to the
Depositary, and, with respect to any Preferred Security Certificate registered
in the name of a Depositary or the nominee of a Depositary, the Trustees may
conclusively rely on, and shall be fully protected in relying on, any written
instrument (including a proxy) delivered to the Trustees by the Depositary
setting forth the votes of the Beneficial Owners of the Preferred Securities or
assigning the right to vote on any matter or any other Persons either in whole
or in part. Multiple requests and directions from and votes of the Depositary as
the Holder of the Preferred Securities represented by Global Certificates with
respect to any particular matter shall not be deemed inconsistent to the extent
they do not represent an amount of Preferred Securities in excess of those held
in the name of the Depositary or its nominee.

         Section 7.02.  DISTRIBUTIONS.

            (a) Holders of the Securities shall be entitled to receive
Distributions that shall accumulate and be payable at the rate per annum of
__% of the stated liquidation amount of $25 per Security until _____________,
and at the Reset Rate thereafter. The amount of Distributions payable for any
period shall be computed (i) for any full quarterly distribution period, on
the basis of a 360-day year of twelve 30-day months and (ii) for any period
shorter than a full

                                          38
<Page>


quarterly distribution period, on the basis of a 30-day month and, for any
period of less than one month, on the basis of the actual number of days elapsed
per 30-day month. Subject to Section 7.01(b), Distributions shall be made on the
Securities on a Pro Rata basis. Distributions on the Securities shall accumulate
from ____________, 2001, shall be cumulative and shall be payable quarterly, in
arrears, on ___________, ___________, ___________ and __________ of each year,
commencing ___________, 2002, when, as and if available for payment, by the
Property Trustee, except as otherwise described below. Distributions shall be
payable only to the extent that payments are made to the Trust in respect of the
[Subordinated] Notes held by the Property Trustee and to the extent that the
Trust has funds available for the payment of such Distributions in the Property
Account.

            (b) Distributions not paid on the scheduled payment date shall
accumulate and compound quarterly at the rate of __% per annum until
______________ and at the Reset Rate thereafter ("Compounded Distributions").
"Distributions" shall mean ordinary cumulative distributions together with any
Compounded Distributions.

            (c) If and to the extent that the [Subordinated] Notes Issuer makes
a payment of principal of and any premium or interest on the [Subordinated]
Notes held by the Property Trustee (the amount of any such payment being a
"Payment Amount"), the Property Trustee shall and is directed, to the extent
funds are available for that purpose, to make a Pro Rata distribution of the
Payment Amount to Holders, subject to Section 7.01(b).

            (d) Distributions on the Securities shall be payable to the Holders
thereof as they appear on the register of the Trust as of the close of business
on the relevant record dates. If the Preferred Securities are represented by one
or more Global Certificates, the relevant record dates shall be the close of
business on the Business Day preceding such Distribution payment date, unless a
different regular record date is established or provided for the corresponding
interest payment date on the [Subordinated] Notes. The relevant record dates for
the Common Securities shall be the same as for the Preferred Securities. If the
Preferred Securities are not represented by one or more Global Certificates, the
relevant record dates for the Preferred Securities shall be selected by the
Administrative Trustees and shall be the fifteenth Business Day prior to the
relevant Distribution payment dates. At all times, the Distribution payment
dates shall correspond to the interest payment dates on the [Subordinated]
Notes. Distributions payable on any Securities that are not punctually paid on
any Distribution payment date, as a result of the [Subordinated] Notes Issuer
having failed to make a payment under the [Subordinated] Notes, shall cease to
be payable to the Person in whose name such Securities are registered on the
relevant record date, and such defaulted Distribution instead shall be payable
to the Person in whose name such Securities are registered on the special record
date or other specified date determined in accordance with this Declaration. If
any date on which Distributions are payable on the Securities is not a Business
Day, then payment of the Distribution payable on such date shall be made on the
next day that is a Business Day (and without any interest or other payment in
respect of any such delay), except that if such Business Day is in the next
calendar year, such payment shall be made on the preceding Business Day, with
the same force and effect as if made on such payment date.


                                          39
<Page>


            (e) In the event that there is any money or other property held by
or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata among the Holders of the Securities, subject to Section
7.01(b).

         Section 7.03.  REDEMPTION OF SECURITIES.

            (a) Upon the repayment of the [Subordinated] Notes held by the Trust
at the stated maturity of the [Subordinated] Notes, the proceeds from such
repayment shall be simultaneously applied Pro Rata (subject to Section 7.01(b))
to redeem Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the [Subordinated] Notes so repaid.

            (b) If the [Subordinated] Notes Issuer redeems the [Subordinated]
Notes upon the occurrence and continuance of a Tax Event, the proceeds from
such redemption shall be applied by the Property Trustee to redeem the
Securities in whole (but not in part) at a price per Security equal to the
Redemption Amount attributable to a [Subordinated] Note with a principal
amount equal to the stated liquidation amount of such Security plus any
accumulated and unpaid Distributions thereon to the Tax Event Redemption
Date. If, following the occurrence of a Tax Event, the [Subordinated] Notes
Issuer exercises its option to redeem the [Subordinated] Notes, the
[Subordinated] Notes Issuer shall appoint the Quotation Agent. Subject to the
Trust's fulfillment of the notice requirements set forth in Section 7.04(a),
if a Tax Event Redemption occurs prior to the Purchase Contract Settlement
Date, the price payable in liquidation of the Securities will be distributed
to [            ], acting as the securities intermediary under the Pledge
Agreement, which in turn will apply that amount to purchase the Treasury
Portfolio and remit the remaining portion, if any, of such price to
[                  ], acting as the purchase contract agent under the
Purchase Contract Agreement, for payment to the Holders of the Securities. If
such excess amount referred to in the immediately preceding sentence is to be
paid to Holders of the Securities, (i) with respect to the Preferred
Securities represented by one or more Global Certificates, by 12:00 noon, New
York City time, on the Tax Event Redemption Date, the Purchase Contract Agent
will deposit irrevocably with the Depositary or its nominee funds sufficient
to pay such amount, and the Purchase Contract Agent shall give the Depositary
irrevocable instructions and authority to pay such amount to the Beneficial
Owners of the Preferred Securities, and (ii) with respect to Securities not
represented by one or more Global Certificates, the Purchase Contract Agent
shall pay such amount to the Holders of such Securities by check mailed to
the address of each Holder appearing on the Security Register of the Trust on
the Tax Event Redemption Date. If a Tax Event Redemption occurs after the
Purchase Contract Settlement Date, the Treasury Portfolio shall not be
purchased and the Property Trustee shall distribute to the Holders of the
Securities on the Tax Event Redemption Date, the Redemption Price payable in
liquidation of such Holders' interests in the assets of the Trust in
accordance with Section 7.04(b) below.

         Section 7.04.  REDEMPTION PROCEDURES.

            (a) Notice of any redemption of, or notice of distribution of
[Subordinated] Notes in exchange for, the Securities (a "Redemption/Distribution
Notice"), which notice shall be irrevocable, shall be given by the Trust by mail
to each Holder of Securities to be redeemed or exchanged at least 30 but no more
than 60 days before the date fixed for redemption or exchange


                                          40
<Page>


thereof which, in the case of a redemption, shall be the date fixed for
redemption of the [Subordinated] Notes. For purposes of the calculation of
the date of redemption or exchange and the dates on which notices are given
pursuant to this Section 7.04(a), a Redemption/Distribution Notice shall be
deemed to be given on the day such notice is first mailed by first-class
mail, postage prepaid, to the Holders of the Securities. Each
Redemption/Distribution Notice shall be addressed to the Holders of the
Securities at the address of each such Holder appearing in the register of
the Trust. All notices of redemption shall state:

                      (i)  the date fixed for redemption;

                      (ii) the Redemption Price;

                      (iii) the applicable CUSIP number;

                      (iv) that on the date fixed for redemption the Redemption
         Price will become due and payable upon each Security to be redeemed and
         that Distributions thereon will cease to accrue on and after said date;
         and

                      (v)  the place or places where such Securities are to be
         surrendered for payment of the Redemption Price.

No defect in the Redemption/Distribution Notice or in the mailing of either
thereof with respect to any Holder shall affect the validity of the redemption
or exchange proceedings with respect to any other Holder.

            (b) Subject to the Trust's fulfillment of the notice requirements
set forth in Section 7.04(a), if Securities are to be redeemed, other than in
connection with a Tax Event Redemption which occurs prior to the Purchase
Contract Settlement Date, which shall occur in accordance with Section 7.03(b)
above, then (PROVIDED that the [Subordinated] Notes Issuer has paid the Property
Trustee a sufficient amount of cash in connection with the related redemption or
maturity of the [Subordinated] Notes) (i) with respect to the Preferred
Securities represented by one or more Global Certificates, by 12:00 noon, New
York City time, on the redemption date, the Property Trustee will deposit
irrevocably with the Depositary or its nominee funds sufficient to pay the
applicable Redemption Price, and the Property Trustee shall give the Depositary
irrevocable instructions and authority to pay the Redemption Price to the
Beneficial Owners of the Preferred Securities, and (ii) with respect to
Securities not represented by one or more Global Certificates, the Property
Trustee shall pay the applicable Redemption Price to the Holders of such
Securities by check mailed to the address of each Holder appearing on the
register of the Trust on the redemption date. If any date fixed for redemption
of Securities is not a Business Day, then payment of the Redemption Price
payable on such date shall be made on the next Business Day (without any
interest thereon), except that if such Business Day falls in the next calendar
year, such payment shall be made on the preceding Business Day, in each case
with the same force and effect as if made on such date fixed for redemption.
Notwithstanding the foregoing, so long as the Holder of any Preferred Securities
is the Collateral Agent or the Purchase Contract Agent, the payment of the
Redemption Price in respect of the Preferred Securities held by the Collateral
Agent or the Purchase Contract Agent shall be made no later than 12:00 noon, New
York City time, on the redemption date by check or wire transfer in


                                          41
<Page>


immediately available funds at such place and to such account as may be
designated by the Collateral Agent or the Purchase Contract Agent. If payment
of the Redemption Price in respect of any Securities is improperly withheld
or refused and not paid either by the Trust or by the Sponsor as guarantor
pursuant to the Guarantee, then Distributions on such Securities shall
continue to accumulate at the then applicable rate, from the original
redemption date to the actual date of payment, in which case the actual
payment date shall be the date fixed for redemption for purposes of
calculating the Redemption Price. For these purposes, the applicable
Redemption Price shall not include Distributions that are being paid to
Holders of Securities who were not Holders of Securities on a relevant record
date. If a Redemption/Distribution Notice has been given and funds have been
deposited or paid as required, then immediately prior to the close of
business on the date of such deposit or payment, Distributions will cease to
accumulate on the Securities called for redemption, and all rights of Holders
of such Securities so called for redemption shall cease, except the right of
the Holders of such Securities to receive the Redemption Price, but without
interest on such Redemption Price, and from and after the date fixed for
redemption, such Securities will cease to be outstanding.

         Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have been
called for redemption, except for the unredeemed portion of any Securities being
redeemed in part.

            (c) Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), the [Subordinated] Notes
Issuer or its Affiliates may purchase, at any time and from time to time,
outstanding Preferred Securities by tender, in the open market, by private
agreement or otherwise.

         Section 7.05.  VOTING RIGHTS OF THE PREFERRED SECURITIES.

            (a) Except as provided under this Section 7.05 and Section 11.01 and
as otherwise required by the Business Trust Act, the Trust Indenture Act and
other applicable law, the Holders of the Preferred Securities shall have no
voting rights.

            (b) Subject to the requirement of the Property Trustee obtaining a
tax opinion in certain circumstances set forth in Section 7.05(d), the Holders
of a Majority in Liquidation Amount of the Preferred Securities, voting
separately as a class, shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Property Trustee,
or to direct the exercise of any trust or power conferred upon the Property
Trustee under this Declaration, including the right to direct the Property
Trustee, as Holder of the [Subordinated] Notes, to (i) exercise the remedies
available to it under the Indenture, (ii) consent to any amendment or
modification of the Indenture or the [Subordinated] Notes where such consent is
required or (iii) waive any past default and its consequences that are waivable
under the Indenture; PROVIDED that if an Indenture Event of Default has occurred
and is continuing, then the Holders of 25% of the aggregate stated liquidation
amount of the Preferred Securities may direct the Property Trustee to declare
the principal of and interest on the [Subordinated] Notes due and payable;
PROVIDED FURTHER that where a consent or action under the Indenture would
require the consent or act of the Holders of more than a majority of the
aggregate principal amount of [Subordinated] Notes affected thereby, the
Property Trustee only may give such consent or take such action at the direction
of the Holders of at least the same proportion in


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<Page>


aggregate stated liquidation amount of the Preferred Securities; and PROVIDED
FURTHER, however, that (subject to the provisions of Section 3.09) the
Property Trustee shall have the right to decline to follow any such direction
if the Property Trustee, being advised by counsel, determines that the action
or proceeding so directed may not lawfully be taken or if the Property
Trustee, in good faith, by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees, and/or Responsible
Officers, shall determine that the action or proceeding so directed would
involve the Property Trustee in personal liability.

            (c) If the Property Trustee fails to enforce its rights under the
[Subordinated] Notes after a Holder of Preferred Securities has made a written
request, such Holder of Preferred Securities may institute, to the fullest
extent permitted by law, a legal proceeding directly against the [Subordinated]
Notes Issuer to enforce the Property Trustee's rights under the Indenture
without first instituting any legal proceeding against the Property Trustee or
any other Person. In addition, if a Trust Enforcement Event has occurred and is
continuing and such event is attributable to the failure of the [Subordinated]
Notes Issuer to make any interest, principal or other required payments when due
under the Indenture, then a Holder of Preferred Securities may institute a
Direct Action against the [Subordinated] Notes Issuer on or after the respective
due date specified in the [Subordinated] Notes. In connection with such Direct
Action, the [Subordinated] Notes Issuer will be subrogated to the rights of such
Holder of Preferred Securities to the extent of any payment made by the
[Subordinated] Notes Issuer to such Holders of Preferred Securities in such
Direct Action.

            (d) The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of any Indenture Event of Default received from the
[Subordinated] Notes Issuer with respect to the [Subordinated] Notes. Such
notice shall state that such Indenture Event of Default also constitutes a Trust
Enforcement Event. Except with respect to directing the time, method, and place
of conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clauses (i) and (ii) of
Section 7.05(b) above, unless the Property Trustee has received an opinion of
independent tax counsel to the effect that the Trust will not fail to be
classified as a grantor trust for United States federal income tax purposes as a
result of such action, and that each Holder of Preferred Securities shall be
treated as owning an undivided beneficial interest in the [Subordinated] Notes.

            (e) If the consent of the Property Trustee, as the Holder of the
[Subordinated] Notes, is required under the Indenture with respect to any
amendment or modification of the Indenture, the Property Trustee shall request
the direction of the Holders of the Securities with respect to such amendment or
modification and shall vote with respect to such amendment or modification as
directed by a Majority in Liquidation Amount of the Securities voting together
as a single class; PROVIDED that where a consent under the Indenture would
require the consent of the Holders of more than a majority of the aggregate
principal amount of the [Subordinated] Notes, the Property Trustee only may give
such consent at the direction of the Holders of at least the same proportion in
aggregate stated liquidation amount of the Securities. The Property Trustee
shall not take any such action in accordance with the directions of the Holders
of the Securities unless the Property Trustee has obtained an opinion of
independent tax counsel to the effect that the Trust will not be classified as
other than a grantor trust for United States federal income tax purposes as a
result of such action, and that each Holder will be treated as owning an
undivided beneficial interest in the [Subordinated] Notes.


                                          43
<Page>



            (f) No vote or consent of the Holders of the Preferred Securities
shall be required for the Trust to redeem and cancel the Preferred Securities or
distribute the [Subordinated] Notes in accordance with this Declaration and the
terms of the Securities.

            (g) Notwithstanding that the Holders of the Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Preferred Securities that are owned at such time by the [Subordinated]
Notes Issuer, the Trustees or any entity directly or indirectly controlled by,
or under direct or indirect common control with, the [Subordinated] Notes Issuer
or any Trustee shall not be entitled to vote or consent and shall be treated,
for purposes of such vote or consent, as if such Preferred Securities were not
outstanding.

            (h) Except as provided under Section 7.05(i), the Holders of the
Preferred Securities shall have no rights to appoint or remove the Trustees,
who, subject to Section 6.06, may be appointed, removed or replaced by the
Holders of the Common Securities.

            (i) If an Indenture Event of Default has occurred and is continuing,
the Property Trustee and the Delaware Trustee may be removed and replaced,
subject to Section 6.06(b), at such time by a Majority in Liquidation Amount of
the Preferred Securities.

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

                      (i)  is not waivable under the Indenture, then the Trust
         Enforcement Event under this Declaration also shall not be waivable;
         and

                      (ii) requires the vote or consent of the holders of
         greater than a majority in principal amount of the [Subordinated] Notes
         (a "Supermajority") to be waived under the Indenture, the related Trust
         Enforcement Event under this Declaration only may be waived by the vote
         or written consent of the Holders of at least the same Supermajority in
         aggregate stated liquidation amount of the Preferred Securities
         outstanding.

Upon such waiver, any such Trust Enforcement Event in respect of the Preferred
Securities shall be deemed to have been cured for every purpose of this
Declaration and the Preferred Securities, but no such waiver shall extend to any
subsequent or other Trust Enforcement Event with respect to the Preferred
Securities or impair any right consequent thereon. A waiver of an Indenture
Event of Default under the Indenture by the Property Trustee at the direction of
the Holders of the Preferred Securities shall also constitute a waiver of the
corresponding Trust Enforcement Event under this Declaration. Any waiver by the
Holders of the Preferred Securities of a Trust Enforcement Event with respect to
the Preferred Securities also shall be deemed to constitute a waiver by the
Holders of the Common Securities of any such Trust Enforcement Event with
respect to the Common Securities for all purposes of this Declaration without
any further act, vote or consent of the Holders of the Common Securities.

            (k) The Holders of the Common Securities may waive, by vote or
written consent, any past Trust Enforcement Event in respect of the Common
Securities and its consequences,


                                          44
<Page>


PROVIDED that if the underlying Indenture Event of Default is not waivable
under the Indenture, then, except where the Holders of the Common Securities
have been deemed to have waived such Trust Enforcement as provided below in
this Section 7.05(k), the related Trust Enforcement Event under this
Declaration also shall not be waivable. The Holders of the Common Securities
shall be deemed to have waived any and all Trust Enforcement Events in
respect of the Common Securities and the consequences thereof until all Trust
Enforcement Events in respect of the Preferred Securities have been cured,
waived or otherwise eliminated. Until all Trust Enforcement Events in respect
of the Preferred Securities have been so cured, waived or otherwise
eliminated, the Property Trustee shall be deemed to be acting solely on
behalf of the Holders of the Preferred Securities, and only the Holders of
the Preferred Securities shall have the right to direct the Property Trustee.
Subject to the foregoing provisions of this Section 7.05(k), upon such cure,
waiver or other elimination, any Trust Enforcement Event in respect of the
Common Securities shall be deemed to have been cured for every purpose of
this Declaration and the Common Securities, but no such waiver shall extend
to any subsequent or other Trust Enforcement Event with respect to the Common
Securities or impair any right consequent thereon.

            (l) The foregoing provisions of this Section 7.05(j), (k) and (l)
shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act, and Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture
Act are hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act.

         Section 7.06.  VOTING RIGHTS OF THE COMMON SECURITIES.

            (a) Except as provided under Section 6.01(b), this Section 7.06 and
Section 11.01 and as otherwise required by the Business Trust Act, the Trust
Indenture Act or other applicable law or provided by this Declaration, the
Holders of the Common Securities shall have no voting rights.

            (b) Subject to Section 7.05(i), the Holders of the Common Securities
shall be entitled to vote to appoint, remove or replace any Trustee or to
increase or decrease the number of Trustees in accordance with Article 6.

            (c) Subject to Section 7.05 and only after all Trust Enforcement
Events with respect to the Preferred Securities have been cured, waived, or
otherwise eliminated and subject to the requirement of the Property Trustee
obtaining a tax opinion in certain circumstances set forth in this paragraph
(c), the Holders of the Common Securities shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Property Trustee, or to direct the exercise of any trust or power conferred
upon the Property Trustee under this Declaration, including the right to direct
the Property Trustee, as Holder of the [Subordinated] Notes, to (i) exercise the
remedies available to it under the Indenture, (ii) consent to any amendment or
modification of the Indenture or the [Subordinated] Notes where such consent is
required or (iii) waive any past default and its consequences that are waivable
under the Indenture; PROVIDED that where a consent or action under the Indenture
would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of [Subordinated] Notes affected thereby, only the
Holders of at least the same proportion of the aggregate stated liquidation
amount of the Common Securities may direct the Property Trustee to


                                          45
<Page>


give such consent or take such action. Except with respect to directing the
time, method, and place of conducting a proceeding for a remedy, the Property
Trustee shall be under no obligation to take any of the actions described in
clauses (i) and (ii) above unless the Property Trustee has obtained an
opinion of independent tax counsel to the effect that, as a result of such
action, for United States federal income tax purposes the Trust will not fail
to be classified as a grantor trust and each Holder will be treated as owning
an undivided beneficial interest in the [Subordinated] Notes.

            (d) If the Property Trustee fails to enforce its rights under the
[Subordinated] Notes after the Holders of the Common Securities have made a
written request, the Holders of the Common Securities may institute, to the
fullest extent permitted by law, a legal proceeding directly against the
[Subordinated] Notes Issuer to enforce the Property Trustee's rights under the
[Subordinated] Notes without first instituting any legal proceeding against the
Property Trustee or any other Person.

            (e) A waiver of an Indenture Event of Default with respect to the
[Subordinated] Notes shall constitute a waiver of the corresponding Trust
Enforcement Event.

            (f) Any required approval or direction of the Holders of the Common
Securities may be given at a separate meeting of the Holders of the Common
Securities convened for such purpose, at a meeting of all of the Holders of the
Securities or pursuant to written consent without prior notice. The
Administrative Trustees shall cause a notice of any meeting at which the Holders
of the Common Securities are entitled to vote to be mailed to the Holders of the
Common Securities. Such notice shall include a statement setting forth: (i) the
date of such meeting; (ii) a description of any resolution proposed for adoption
at such meeting on which the Holders of the Common Securities are entitled to
vote; and (iii) instructions for the delivery of proxies.

            (g) No vote or consent of the Holders of the Common Securities shall
be required for the Trust to redeem and cancel the Common Securities or to
distribute [Subordinated] Notes in accordance with this Declaration and the
terms of the Securities.

         Section 7.07.  PAYING AGENT.

         The Trust shall maintain in the Borough of Manhattan, New York City,
State of New York, an office or agency where the Preferred Securities may be
presented for payment. The Administrative Trustees shall appoint such paying
agent (which shall be a bank or trust company acceptable to the [Subordinated]
Notes Issuer and shall comply with Section 317(b) of the Trust Indenture Act)
and may appoint one or more additional paying agents in such other locations as
they shall determine. The term "Paying Agent" includes any additional paying
agent. The Administrative Trustees may change any Paying Agent without prior
notice to the Holders of the Securities. The Administrative Trustees shall
notify the Property Trustee of the name and address of any Paying Agent not a
party to this Declaration. If the Administrative Trustees, on behalf of the
Trust, fail to appoint or maintain another entity as Paying Agent, the Property
Trustee shall act as such. The Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Property Trustee and the
[Subordinated] Notes Issuer.


                                          46

<Page>

         Section 7.08.  LISTING.

         The Sponsor shall use its best efforts to cause the Stock Purchase
Units to be listed and maintained as listed for quotation on the [New York Stock
Exchange.]

         Section 7.09.  TRANSFER OF THE SECURITIES.

            (a) The Preferred Securities initially shall be pledged, pursuant to
the terms of the Pledge Agreement, as collateral to secure the obligations of
the Holders of Stock Purchase Units to purchase common shares of the Sponsor in
accordance with the terms of the Purchase Contract Agreement.

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

                      (ii) Subject to this Section 7.09 and Section 7.12, the
         Preferred Securities shall be freely transferable.

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

                      (iv) Upon surrender for registration of transfer of any
         Preferred Securities at an office or agency of the Trust designated for
         such purpose, an Administrative Trustee shall execute, and the Property
         Trustee shall authenticate and deliver, in the name of the designated
         transferee or transferees, one or more new Preferred Securities of any
         authorized denominations and of a like aggregate principal amount.

                      (v) At the option of the Holder, Preferred Securities may
         be exchanged for other Preferred Securities of any authorized
         denominations and of a like aggregate principal amount, upon surrender
         of the Preferred Securities to be exchanged at such office or agency.
         Whenever any Preferred Securities are so surrendered for exchange, an
         Administrative Trustee shall execute, and the Property Trustee shall
         authenticate and deliver, the Preferred Securities that the Holder
         making the exchange is entitled to receive.

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


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<Page>

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

            (b) The [Subordinated] Notes Issuer may not transfer the Common
Securities except in connection with the transactions permitted under Section
10.01 of the Indenture; PROVIDED that each Holder of the Common Securities shall
at all times be a United States Person. To the fullest extent permitted by law,
any attempted transfer of the Common Securities other than as set forth in this
Section 7.09(b) shall be null and void.

         Section 7.10.  MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

         If:

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

            (b) there shall be delivered to the Administrative Trustees such
security or indemnity as may be required by them to keep each of them and the
Property Trustee harmless, then, in the absence of notice that such Certificate
has been acquired by a protected purchaser, any Administrative Trustee shall
execute and the Property Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like denomination. In connection with the issuance of any new
Certificate under this Section 7.10, the Administrative Trustees may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section 7.10 shall constitute conclusive evidence of an
ownership interest in the relevant Securities, as if originally issued, whether
or not the lost, stolen or destroyed Certificate is found at any time.

         Section 7.11.  DEEMED HOLDERS.

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

         Section 7.12.  GLOBAL CERTIFICATES.

         Global Certificates shall bear a legend substantially to the following
effect:

                  "This Preferred Security is registered in the name of The
                  Depository Trust Company, a New York corporation (the
                  "Depositary"), or a nominee of the Depositary. This Preferred
                  Security is exchangeable for Preferred Securities registered
                  in the


                                      48
<Page>

                  name of a person other than the Depositary or its nominee
                  only in the limited circumstances described in the
                  Declaration, and no transfer of this Preferred Security (other
                  than a transfer of this Preferred Security as a whole by the
                  Depositary to a nominee of the Depositary or by a nominee of
                  the Depositary to the Depositary or another nominee of the
                  Depositary) may be reregistered except in limited
                  circumstances.

                  Unless this Global Certificate is presented by an authorized
                  representative of the Depositary to CC Funding Trust I or its
                  agent for registration of transfer, exchange or payment, and
                  any certificate issued is registered in the name of Cede & Co.
                  or such other name as requested by an authorized
                  representative of the Depositary (and any payment hereon is
                  made to Cede & Co. or to such other entity as is requested by
                  an authorized representative of the Depositary), and except as
                  otherwise provided in the Amended and Restated Declaration of
                  CC Funding Trust I dated as of __________________, 2001, ANY
                  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
                  OR TO ANY PERSON (OTHER THAN PURSUANT TO THE PLEDGE AGREEMENT)
                  IS WRONGFUL since the registered owner hereof, Cede & Co., has
                  an interest herein."

         Preferred Securities not represented by a Global Certificate issued in
exchange for all or a portion of the Preferred Securities represented by a
Global Certificate pursuant to this Section 7.12 shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Property Trustee. Upon execution and authentication, the Property
Trustee shall deliver any Preferred Securities not represented by a Global
Certificate to the Persons in whose names such definitive Preferred Securities
are so registered.

         At such time as the Preferred Securities represented by a Global
Certificate have been redeemed, repurchased or canceled, such Global Certificate
shall be canceled, upon receipt thereof, by the Property Trustee in accordance
with standing procedures of the Depositary. At any time prior to such
cancellation, if any Preferred Securities represented by a Global Certificate
are exchanged for Preferred Securities not represented by a Global Certificate,
redeemed, canceled or transferred to a transferee who receives Preferred
Securities not represented by a Global Certificate, or if any Preferred Security
not represented by a Global Certificate is exchanged or transferred for a
Preferred Security represented by a Global Certificate, then, in accordance with
the standing procedures of the Depositary, the liquidation amount of the
Preferred Securities represented by the Global Certificate shall be reduced or
increased, as the case may be, and an endorsement shall be made on such Global
Certificate by the Property Trustee to reflect such reduction or increase.

         If at any time the Depositary notifies the Trust that it is unwilling,
unable or ineligible to continue as Depositary for the Preferred Securities, the
Administrative Trustees shall appoint a successor Depositary with respect to the
Preferred Securities. If a successor Depositary is not


                                      49
<Page>

appointed within 90 days after the Trust receives such notice or becomes
aware of such ineligibility, the Trust's election that the Preferred
Securities be represented by one or more Global Certificates shall no longer
be effective, and an Administrative Trustee shall execute, and the Property
Trustee will authenticate and deliver, Preferred Securities in definitive
registered form, in any authorized denominations, in an aggregate stated
liquidation amount equal to the aggregate stated liquidation amount of the
Preferred Securities represented by the Global Certificates in exchange for
such Global Certificates.

         An Administrative Trustee on behalf of the Trust at any time and in its
sole discretion may determine that the Preferred Securities issued in the form
of one or more Global Certificates shall no longer be represented by Global
Certificates. In such event an Administrative Trustee on behalf of the Trust
shall execute, and the Property Trustee shall authenticate and deliver,
Preferred Securities in definitive registered form, in any authorized
denominations, in an aggregate stated liquidation amount equal to the aggregate
stated liquidation amount of the Preferred Securities represented by the Global
Certificates, in exchange for such Global Certificates.

         Notwithstanding any other provisions of this Declaration (other than
the provisions set forth in Section 7.09), Preferred Securities represented by
Global Certificates may not be transferred as a whole except by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.

         Section 7.13.  REMARKETING.

            (a) So long as the Preferred Securities and the Stock Purchase Units
are evidenced by one or more global certificates held by the Depositary, the
[Subordinated] Notes Issuer shall request, not later than 15 nor more than 30
calendar days prior to the Remarketing Date, that the Depositary notify the
Holders of the Preferred Securities and the holders of Stock Purchase Units of
the Remarketing and of the procedures that must be followed if a Holder of Stock
Purchase Units wishes to make a Cash Settlement.

            (b) Not later than 5:00 p.m., New York City time, on the seventh
Business Day preceding the Purchase Contract Settlement Date, each Holder of
Preferred Securities may elect to have the Preferred Securities held by such
Holder remarketed in the Remarketing. Under Section 5.02 of the Purchase
Contract Agreement, holders of Stock Purchase Units that do not give notice of
their intention to make a Cash Settlement of the Purchase Contract component of
their Stock Purchase Units prior to such time in the manner specified in such
Section, or have given such notice but fail to deliver cash prior to 11:00 a.m.,
New York City time, on or prior to the fifth Business Day preceding the Purchase
Contract Settlement Date, shall be deemed to have consented to the disposition
of the Preferred Securities comprising a component of their Stock Purchase Units
in the Remarketing. Holders of the Preferred Securities that are not a component
of Stock Purchase Units wishing to elect to have their Preferred Securities
remarketed shall give to the Property Trustee notice of their election prior to
11:00 a.m., New York City time on the fifth Business Day prior to the Purchase
Contract Settlement Date. Any such notice shall be irrevocable and may not be
conditioned upon the level at which the Reset Rate is established in the
Remarketing. Promptly after 11:00 a.m., New York City time, on such fifth
Business Day,


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<Page>

the Property Trustee, based on the notices received by it prior to such time
(including notices from the Purchase Contract Agent as to Purchase Contracts
for which Cash Settlement has been elected and cash received), shall notify
the Trust, the Sponsor and the Remarketing Agent of the number of Preferred
Securities to be tendered for purchase in the Remarketing.

            (c) If any Holder of Stock Purchase Units does not give a notice of
its intention to make a Cash Settlement or gives such notice but fails to
deliver cash as described in Section 7.13(b), or gives a notice of election to
have Preferred Securities that are not a component of Stock Purchase Units
remarketed, then the Preferred Securities of such Holder shall be deemed
tendered for purchase in the Remarketing, notwithstanding any failure by such
Holder to deliver or properly deliver such Preferred Securities to the
Remarketing Agent for purchase.

            (d) The right of each Holder to have Preferred Securities tendered
for purchase shall be limited to the extent that (i) the Remarketing Agent
conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii)
the Remarketing Agent is able to find a purchaser or purchasers for the tendered
Preferred Securities and (iii) such purchaser or purchasers deliver the purchase
price therefor to the Remarketing Agent.

            (e) On the Remarketing Date, pursuant to the Remarketing Agreement,
the Remarketing Agent shall use reasonable efforts to remarket, at a price equal
to [100.25]% of the aggregate stated liquidation amount thereof, the Preferred
Securities tendered or deemed tendered for purchase.

            (f) If, as a result of the efforts described in Section 7.13(e), the
Remarketing Agent has determined that it will not be able to remarket all of the
Preferred Securities tendered or deemed tendered for purchase at a price of
[100.25]% of the aggregate stated liquidation amount of such Preferred
Securities, the Remarketing Agent shall determine the Reset Rate, which shall be
the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent
per annum), sufficient to cause the then current aggregate market value of the
Preferred Securities to be equal to [100.25]% of the aggregate stated
liquidation amount of such Preferred Securities, which rate shall be the lowest
rate per annum that in the sole reasonable discretion of the Remarketing Agent
will enable it to remarket all of the Preferred Securities tendered or deemed
tendered for Remarketing at a price of [100.25]% of the aggregate stated
liquidation amount of such Preferred Securities.

            (g) If none of the Holders of the Preferred Securities or the
holders of the Stock Purchase Units elect to have Preferred Securities
remarketed in the Remarketing, the Reset Rate shall be the rate determined by
the Remarketing Agent, in its sole reasonable discretion, as the rate that would
have been established had a Remarketing been held on the Remarketing Date.

            (h) If, by 4:00 p.m., New York City time, on the Remarketing Date,
the Remarketing Agent is unable to remarket all of the Preferred Securities
tendered or deemed tendered for purchase, a failed Remarketing ("Failed
Remarketing") shall be deemed to have occurred and the Remarketing Agent shall
so advise by telephone the Depositary, the Property Trustee, the Indenture
Trustee, the Trust and the Sponsor. In the event of a Failed Remarketing, the
Reset Rate shall equal the Two-Year Benchmark Treasury Rate plus the Applicable
Spread; PROVIDED, HOWEVER, that if the Two-Year Benchmark Treasury Rate is not
displayed in the Telerate system,


                                      51
<Page>

the Reset Rate shall be calculated by the Remarketing Agent as the yield to
maturity of the Preferred Securities, expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis, and computed by taking the arithmetic mean of the secondary market bid
rates, as of 10:30 a.m., New York City time, on the third Business Day prior
to the Purchase Contract Settlement Date of three leading United States
government securities dealers selected by the Remarketing Agent (after
consultation with the Sponsor), which may include the Remarketing Agent or an
Affiliate thereof. Whether or not there has been a Failed Remarketing will be
determined in the sole reasonable discretion of the Remarketing Agent.

            (i) By approximately 4:30 p.m., New York City time, on the
Remarketing Date PROVIDED that there has not been a Failed Remarketing, the
Remarketing Agent shall advise, by telephone (i) the Depositary, the Property
Trustee, the Trust and the Sponsor of the Reset Rate determined in the
Remarketing and the number of Preferred Securities sold in the Remarketing, (ii)
each purchaser (or the Depositary Participant thereof) purchasing Preferred
Securities sold in the Remarketing of the Reset Rate and the number of Preferred
Securities such purchaser is to purchase and (iii) each purchaser to give
instructions to its Depositary Participant to pay the purchase price on the
Purchase Contract Settlement Date in same day funds against delivery of the
Preferred Securities purchased through the facilities of the Depositary.

            (j) In accordance with the Depositary's normal procedures, on the
Remarketing Settlement Date, the transactions described above with respect to
each Preferred Security tendered for purchase and sold in the Remarketing shall
be executed through the Depositary, and the accounts of the respective
Depositary Participants shall be debited and credited and such Preferred
Securities delivered by book-entry as necessary to effect purchases and sales of
such Preferred Securities. The Depositary shall make payment in accordance with
its normal procedures.

            (k) If any Holder of the Preferred Securities selling Preferred
Securities in the Remarketing fails to deliver such Preferred Securities, the
Depositary Participant of such selling Holder and of any other Person that was
to have purchased Preferred Securities in the Remarketing may deliver to any
such other Person a number of Preferred Securities that is less than the number
of Preferred Securities that otherwise was to be purchased by such Person. In
such event, the number of Preferred Securities to be so delivered shall be
determined by such Depositary Participant, and delivery of such lesser number of
Preferred Securities shall constitute good delivery.

            (l) The Remarketing Agent shall not have any obligation whatsoever
to purchase any Preferred Securities, whether in the Remarketing or otherwise,
and shall in no way be obligated to provide funds to make payment upon tender of
Preferred Securities for Remarketing or to otherwise expend or risk its own
funds or incur or to be exposed to financial liability in the performance of its
duties under this Agreement, and without limitation of the foregoing, the
Remarketing Agent shall not be deemed an underwriter of the Preferred
Securities. None of the Trust, any Trustee, the Sponsor or the Remarketing Agent
shall be obligated in any case to provide funds to make payment upon tender of
the Preferred Securities for Remarketing.


                                      52
<Page>

            (m) Under the Remarketing Agreement, the Sponsor, in its capacity as
[Subordinated] Notes Issuer, shall be liable for, and shall pay, any and all
costs and expenses incurred in connection with the Remarketing, and the Trust
shall not have any liabilities for such costs and expenses; PROVIDED, HOWEVER,
that for the performance of its services, the Remarketing Agent will retain from
the proceeds of the Remarketing an amount equal to [0.25]% of the aggregate
stated liquidation amount of all remarketed Preferred Securities.

            (n) The tender and settlement procedures set in this Section 7.13,
including provisions for payment by purchasers of the Preferred Securities in
the Remarketing, shall be subject to modification to the extent required by the
Depositary or if the book-entry system is no longer available for the Preferred
Securities at the time of the Remarketing, to facilitate the tendering and
remarketing of the Preferred Securities in certificated form. In addition, the
Remarketing Agent may modify the settlement procedures set forth herein in order
to facilitate the settlement process.

                                    ARTICLE 8
                    DISSOLUTION AND TERMINATION OF THE TRUST

         Section 8.01.  DISSOLUTION AND TERMINATION OF THE TRUST.

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

                      (i)  the bankruptcy or liquidation of the [Subordinated]
         Notes Issuer;

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

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

                      (iv) the time when all of the Securities shall have been
         called for redemption at maturity or upon the occurrence of a Tax Event
         and the amounts then due shall have been paid to the Holders of the
         Securities;

                      (v) the direction by the Property Trustee, following the
         occurrence and continuation of a Tax Event pursuant to which the Trust
         is to be dissolved and all of the [Subordinated] Notes distributed to
         the Holders of the Securities in exchange for all of the Securities;

                      (vi) at the Sponsor's sole discretion, by notice and
         direction to the Property Trustee to distribute the [Subordinated]
         Notes to the Holders of the Securities in exchange for all of the
         Securities; PROVIDED that the Sponsor will be required to obtain an
         opinion of counsel that the distribution of the [Subordinated] Notes
         will not be taxable to the holders of the Preferred Securities for
         United States federal income tax purposes; and


                                      53
<Page>

                      (vii) the time when all of the Administrative Trustees and
         the Sponsor have consented to dissolution of the Trust, PROVIDED such
         action is taken before the issuance of any Securities.

            (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.01(a) and upon completion of the winding up and
liquidation of the Trust in accordance with Section 3808(e) of the Business
Trust Act, the Administrative Trustees shall terminate the Trust by executing
and filing a certificate of cancellation with the Secretary of State of the
State of Delaware in accordance with Section 3810 of the Business Trust Act.

            (c) The provisions of Article 9 shall survive the termination of the
Trust.

         Section 8.02.  LIQUIDATION DISTRIBUTION UPON DISSOLUTION OF THE TRUST.

            (a) In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Trust based on the occurrence of an event
specified in Section 8.01(a) (other than clause (iv)) (each a "Liquidation"),
the Holders of the Securities on the date of the Liquidation shall be entitled
to receive on a Pro Rata basis, after satisfaction of the Trust's liabilities to
creditors in accordance with Section 3808(e) of the Business Trust Act,
[Subordinated] Notes in an aggregate principal amount equal to the aggregate
stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accumulated and
unpaid Distributions on, such Securities in exchange for such Securities;
PROVIDED if the Liquidation occurs prior to the Purchase Contract Settlement
Date, the [Subordinated] Notes receivable by the Holders shall be transferred to
the Collateral Agent.

            (b) 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 date of the Liquidation to each Holder of Securities at such
Holder's address appearing in the Securities register. All notices of
Liquidation shall:

                      (i)  state the date of the Liquidation;

                      (ii) state that from and after the date of the
         Liquidation, the Securities will no longer be deemed to be outstanding
         and any Certificates not surrendered for exchange will be deemed to
         represent the [Subordinated] Notes in a principal amount equal to the
         stated liquidation amount of the Securities, bearing accrued and unpaid
         interest in an amount equal to the accumulated and unpaid Distribution
         on the Securities; and

                      (iii) provide such information with respect to the
         mechanics by which Holders may exchange Certificates for [Subordinated]
         Notes, or, if Section 8.02(d) applies, receive a distribution, as the
         Property Trustee shall deem appropriate.

            (c) Except where Section 8.01(a)(iv) or Section 8.02(d) applies, in
order to effect the liquidation of the Trust and distribution of the
[Subordinated] Notes to Holders, the Property Trustee shall establish a record
date for such distribution (which shall be not more than 45 days prior to the
date of the Liquidation) and, either itself acting as exchange agent or through
the appointment of a separate exchange agent, shall establish such procedures as
it shall deem


                                      54
<Page>

appropriate to effect the distribution of [Subordinated] Notes in exchange
for the outstanding Certificates.

            (d) In the event that, notwithstanding the other provisions of this
Section 8.02, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the [Subordinated] Notes in
the manner provided herein is determined by the Property Trustee not to be
practical, the property of the Trust shall be liquidated, and the Trust shall be
wound-up and terminated, by the Property Trustee in such manner as the Property
Trustee reasonably determines. In such event, on the date of the winding-up and
termination of the Trust, the Holders of the Securities on the date of the
Liquidation shall be entitled to receive, out of the assets of the Trust
available for distribution to the Holders of the Securities after satisfaction
of the Trust's liabilities to creditors in accordance with Section 3808(e) of
the Business Trust Act, if any, cash or other immediately available funds in an
amount equal to the aggregate of the stated liquidation amount of $25 per
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"); PROVIDED that if the
Liquidation occurs prior to the Purchase Contract Settlement Date, the
Liquidation Distribution shall equal the Redemption Amount attributable to an
aggregate principal amount of [Subordinated] Notes equal to the aggregate stated
liquidation amount of the Securities plus any accumulated and unpaid
Distributions , and such Liquidation Amount will be distributed to the
Collateral Agent, which in turn will apply an amount equal to the Redemption
Amount of such Liquidation Distribution to purchase the Treasury Portfolio on
behalf of the Holders of the Securities and remit the remaining portion, if any,
of such Liquidation Distribution to the Purchase Contract Agent for payment to
the Holders. If, upon any such Liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay the
aggregate Liquidation Distribution in full, then the amounts payable directly by
the Trust on the Securities shall be paid on a Pro Rata basis. The Holders of
the Common Securities shall be entitled to receive the Liquidation Distribution
Pro Rata with the Holders of the Preferred Securities, except that if a Trust
Enforcement Event has occurred and is continuing, then the Preferred Securities
shall have a preference over the Common Securities with regard to the
Liquidation Distribution.

            (e) After the date fixed for any distribution of [Subordinated]
Notes upon dissolution of the Trust, (i) the Securities no longer shall be
deemed to be outstanding and (ii) the Certificates shall be deemed to represent
the [Subordinated] Notes in a principal amount equal to the stated liquidation
amount of the Securities, bearing accrued and unpaid interest in an amount equal
to the accumulated and unpaid Distributions on the Securities, until such
Certificates are presented to the Administrative Trustees or agent for transfer
or reissuance.

                                    ARTICLE 9
 LIMITATION OF LIABILITY OF HOLDERS OF THE SECURITIES, THE DELAWARE TRUSTEE AND
                                     OTHERS

         Section 9.01.  LIABILITY.

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


                                      55

<Page>

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

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

            (b) Pursuant to Section 3803(a) of the Business Trust Act, the
Holder of the Common Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware; PROVIDED
that the Holders of the Common Securities shall be liable for all of the debts
and obligations of the Trust (other than with respect to the Securities) to the
extent such debts and obligations are not satisfied out of the Trust's assets.

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

         Section 9.02.  EXCULPATION.

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

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

         Section 9.03.  FIDUCIARY DUTY.

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


                                      56
<Page>

Trustee under the Trust Indenture Act), are agreed by the parties hereto to
replace such other duties and liabilities of such Indemnified Person.

            (b) Unless otherwise expressly provided herein:

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

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

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

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

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

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

         Section 9.04.  INDEMNIFICATION.

            (a) To the fullest extent permitted by applicable law, the Sponsor,
in its capacity as [Subordinated] Notes Issuer, shall indemnify and hold
harmless each Indemnified Person from and against any loss, damage or claim
incurred by such Indemnified Person by reason of any act or omission performed
or omitted by such Indemnified Person in good faith on behalf of the Trust and
in a manner such Indemnified Person reasonably believed to be within the scope
of authority conferred on such Indemnified Person by this Declaration, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of gross
negligence (or, in the case of the Property Trustee, negligence) or willful
misconduct with respect to such acts or omissions.

            (b) The provisions of this Section 9.04 shall survive the
termination of this Declaration or the resignation or removal of any Trustee.


                                      57
<Page>

            (c) The Sponsor or the Trust may purchase and maintain insurance on
behalf of any Person who is or was an Indemnified Person against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Sponsor would have
the power to indemnify him or her against such liability under the provisions of
this Section 9.04.

            (d) For purposes of this Section 9.04, references to "the Trust"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any Person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position under the provisions of this Section
9.04 with respect to the resulting or surviving entity as he or she would have
had with respect to such constituent entity if its separate existence had
continued.

            (e) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 9.04 shall continue, unless otherwise provided
when authorized or ratified, as to a Person who has ceased to be an Indemnified
Person and shall inure to the benefit of the heirs, executors and administrators
of such a Person.

         Section 9.05.  OUTSIDE BUSINESSES.

         Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 6.03(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the activities of the Trust, and the Trust and
the Holders of the Securities shall have no rights by virtue of this Declaration
in and to such independent ventures or the income or profits derived therefrom,
and the pursuit of any such venture, even if competitive with the activities of
the Trust, shall not be deemed wrongful or improper. Each Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee shall not be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person, the Delaware Trustee and
the Property Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE 10
                                   ACCOUNTING

         Section 10.01.  FISCAL YEAR.

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


                                      58
<Page>

         Section 10.02.  CERTAIN ACCOUNTING MATTERS.

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

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

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

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

         Section 10.03.  BANKING.

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

         Section 10.04.  WITHHOLDING.

         The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Administrative Trustees shall request, and the Holders of the Securities shall
provide to the Trust, such forms or certificates as are necessary to establish
an exemption from withholding with respect to each Holder of Securities and any
representations and forms as shall reasonably be requested by the Administrative
Trustees to assist them in determining the extent of, and in fulfilling, the
Trust's

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<Page>

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


                                   ARTICLE 11
                             AMENDMENTS AND MEETINGS

         Section 11.01.  AMENDMENTS.

            (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may be amended only by a
written instrument approved and executed by the Sponsor and (i) the
Administrative Trustees (or, if there are more than two Administrative Trustees,
a majority of the Administrative Trustees) and (ii) the Property Trustee (if the
amendment affects the rights, powers, duties, obligations or immunities of the
Property Trustee) and (iii) by the Delaware Trustee (if the amendment affects
the rights, powers, duties, obligations or immunities of the Delaware Trustee).

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

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

                      (ii) unless, in the case of any proposed amendment that
         affects the rights, powers, duties, obligations or immunities of the
         Property Trustee, the Property Trustee first has received an opinion of
         counsel (which may be counsel to the Sponsor or the Trust) that such
         amendment is permitted by, and conforms to, the terms of this
         Declaration (including the terms of the Securities); and

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

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

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

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<Page>

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

            (c) At such time after the Trust has issued any Securities that
remain outstanding, (i) any amendment that would (A) adversely affect the
powers, preferences or special rights of the Securities, whether by way of
amendment to this Declaration or otherwise or (B) result in the dissolution,
winding-up or termination of the Trust other than pursuant to the terms of this
Declaration shall not be effective except with the approval of the Holders of at
least a 66 2/3% in Liquidation Amount of the Securities; PROVIDED that if any
amendment or proposal referred to in clause (A) above would adversely affect
only the Preferred Securities or the Common Securities, then only the affected
class will be entitled to vote on such amendment or proposal, and such amendment
or proposal shall not be effective except with the approval of a 66 2/3% in
Liquidation Amount of the class of Securities affected thereby; and (ii) any
amendment that would (X) change the amount or timing of any distribution on the
Securities or otherwise adversely affect the amount of any distribution required
to be made in respect of the Securities as of a specified date or (Y) restrict
the right of a Holder to institute suit for the enforcement of such payment on
or after such date shall not be effective except with the approval of each
Holder of Securities affected thereby.

            (d) This Section 11.01 shall not be amended without the consent of
all of the Holders of the Securities.

            (e) Article 4 shall not be amended without the consent of the
Holders of the Common Securities.

            (f) The rights of the Holders of the Common Securities under
Articles 6 and 7 to increase or decrease the number of, and appoint and remove,
Trustees shall not be amended without the consent of the Holders of the Common
Securities.

            (g) Notwithstanding Section 11.01(c), this Declaration may be
amended without the consent of the Holders of the Securities, PROVIDED that such
amendment does not have a material adverse effect on the rights, preferences or
privileges of the Holders of the Securities:

                      (i)  to cure any ambiguity;

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

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

                      (iv) to conform to changes in, or a change in
         interpretation or application by any legislative body, court,
         government agency or regulatory authority of regulations relating to
         whether the Trust is required to be registered as an investment company
         under the Investment Company Act;

                      (v) to modify, eliminate and add to any provision of this
         Declaration to ensure that the Trust will be classified as a grantor
         trust for United States federal income tax purposes at all times that
         any Securities are outstanding or to ensure that the Trust will

                                      61

<Page>

         not be required to register as an Investment Company under the
         Investment Company Act; PROVIDED that such modification, elimination
         or addition would not adversely affect in any material respect the
         rights, privileges or preferences of any Holder of Securities; or

                      (vi) to facilitate the tendering, remarketing and
         settlement of the Preferred Securities as contemplated by Section
         7.13(n).

         Section 11.02. MEETINGS OF THE HOLDERS OF THE SECURITIES; ACTION BY
WRITTEN CONSENT.

            (a) Meetings of the Holders of any class of Securities may be called
at any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration or the rules
of any stock exchange on which the Preferred Securities are listed or admitted
for trading. The Administrative Trustees shall call a meeting of the Holders of
such class if directed to do so by the Holders of at least 10% in Liquidation
Amount of such class of Securities. Such direction shall be given by delivering
to the Administrative Trustees a writing stating that the signing Holders of the
Securities wish to call a meeting and indicating the general or-specific purpose
for which the meeting is to be called. The Holder or Holders of the Securities
calling a meeting shall specify in writing the Certificates held by such Holder
or Holders, and only those Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met. The Administrative Trustees shall cause a notice of
any meeting at which Holders of the Preferred Securities are entitled to vote to
be mailed to each Holder of record of Preferred Securities. Each such notice
shall include a statement setting forth: (i) the date of such meeting; (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote; and (iii) instructions for the delivery of
proxies.

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

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

                                      62

<Page>

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

                      (iii) Each meeting of the Holders of the Securities shall
         be conducted by the Administrative Trustees or by such other Person
         that the Administrative Trustees may designate.

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


                                   ARTICLE 12
        REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE

         Section 12.01.  REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE.

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

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

            (b) the Property Trustee satisfies the requirements set forth in
Section 6.03(a);

            (c) the execution, delivery and performance by the Property Trustee
of this Declaration have been duly authorized by all necessary corporate action
on the part of the Property Trustee; this Declaration has been duly executed and
delivered by the Property Trustee, and it constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance

                                      63

<Page>

with its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors' rights generally and
to general principles of equity and the discretion of the court (regardless
of whether the enforcement of such remedies is considered in a proceeding in
equity or at law);

            (d) the execution, delivery and performance of this Declaration by
the Property Trustee do not conflict with, nor constitute a breach of, the
articles of association or incorporation, as the case may be, or the by-laws (or
other similar organizational documents) of the Property Trustee; and

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

         Section 12.02.  REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE.

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

            (a) the Delaware Trustee satisfies the requirements set forth in
Section 6.02 and has the power and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, this Declaration and,
if it is not a natural person, is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation or
organization;

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

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


                                   ARTICLE 13
                                  MISCELLANEOUS

         Section 13.01.  NOTICES.

                                      64

<Page>

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

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

                  CC Funding Trust I
                  c/o Cinergy Corp.
                  139 East Fourth Street
                  Cincinnati, OH 45202
                  Attention:
                  Telephone No:
                  Fax No:

                  with a copy to:

                  [                                               ]

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

                  [                                               ]
                  [                                               ]
                  [                                               ]
                  Attention:
                  Telephone No:
                  Fax No:

            (c) if given to the Property Trustee, at its Corporate Trust Office
to the attention of Corporate Trust Department (telephone no. ___________ and
fax no. ___________) (or such other address as the Property Trustee may give
notice of to the Administrative Trustees, the Delaware Trustee and the Holders
of the Securities);

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

                  Cinergy Corp.
                  139 East Fourth Street
                  Cincinnati, OH 45202
                  Attention:
                  Telephone No:
                  Fax No:

                                      65

<Page>

                  with a copy to:

                  [                                               ]

            (e) if given to any Holder of Preferred Securities, at such Holder's
address as set forth in the register of the Trust.

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

         Section 13.02.  GOVERNING LAW.

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

         Section 13.03.  INTENTION OF THE PARTIES.

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

         Section 13.04.  HEADINGS.

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

         Section 13.05.  SUCCESSORS AND ASSIGNS.

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

         Section 13.06.  PARTIAL ENFORCEABILITY.

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

         Section 13.07.  COUNTERPARTS.

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

                                      66

<Page>

such counterpart signature pages. All such counterpart signature pages shall
be read as though one, and they shall have the same force and effect as
though all of the signers had signed a single signature page.











                                      67

<Page>



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

                                     CINERGY CORP.,
                                     as Sponsor, [Subordinated] Notes Issuer and
                                     Common Securities Holder

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

                                     [                              ],
                                     as Property Trustee

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


                                     [                              ],
                                     as Delaware Trustee

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



                                     -------------------------------------------
                                     [                      ], as Administrative
                                     Trustee



                                     -------------------------------------------
                                     [                      ], as Administrative
                                     Trustee



                                     -------------------------------------------
                                     [                      ], as Administrative
                                     Trustee



<Page>


                                    EXHIBIT A

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

         Unless this Global Certificate is presented by an authorized
representative of the Depositary to the issuer or its agent for registration of
transfer, exchange or payment, and any Preferred Security Certificate issued is
registered in the name of Cede & Co. or such other name as registered by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), and except as otherwise provided in the
Amended and Restated Declaration of CC Funding Trust I dated ___________, 2001,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON (OTHER THAN PURSUANT TO THE PLEDGE AGREEMENT) IS WRONGFUL, since the
registered owner hereof, Cede & Co., has an interest herein.]

Certificate No.                        Number of Preferred Securities:
               -------                                                 ------
CUSIP No.                              Aggregate Liquidation Amount:  $
                                                                       ------

                   Certificate Evidencing Preferred Securities
                                       of
                               CC Funding Trust I

                              Preferred Securities
                 (liquidation amount $25 per Preferred Security)

         CC Funding Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
____________ (the "Holder") is the registered owner of preferred securities
of the Trust representing undivided beneficial interests in the assets of the
Trust designated the Preferred Securities (liquidation amount $25.00 per
Preferred Security) (the "Preferred Securities"). The Preferred Securities
are transferable on the register of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in the Declaration (as defined below).
The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Preferred Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended
and Restated Declaration of Trust of the Trust, dated as of ___________, 2001
(as the same may be amended from time to time, the "Declaration"), among
Cinergy Corp., as Sponsor, [        ], [        ] and [        ], as
Administrative Trustees, [        ], as Property Trustee, [        ], as
Delaware Trustee, and the holders from time to time, of undivided beneficial
interests in the assets of the Trust. Capitalized terms used

                                     A-1
<Page>

herein but not defined shall have the meaning given them in the Declaration.
The Holder is entitled to the benefits of the Guarantee Agreement, dated as
of ___________, 2001, as the same may be amended from time to time, of
Cinergy Corp., in respect of the Preferred Securities. The Sponsor will
provide a copy of the Declaration, the Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal
place of business.

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

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the [Subordinated] Notes as indebtedness of the Sponsor and
the Preferred Securities as evidence of undivided beneficial interests in the
[Subordinated] Notes.


                                     A-2
<Page>


         IN WITNESS WHEREOF, the Trust has executed this certificate this ___day
of __________, 2001.

                             CC FUNDING TRUST I



                             -------------------------------------------
                             By:
                                 --------------
                                  Administrative Trustee

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

                                         [                        ], as
                                         Property Trustee



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


                                     A-3
<Page>


                                    EXHIBIT B

           THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN
                       THE DECLARATION (AS DEFINED BELOW)


Certificate No.                            Number of Common Securities:
               ------                                                   -------
                                           Aggregate Liquidation Amount: $
                                                                          ------

                    Certificate Evidencing Common Securities
                                       of
                               CC Funding Trust I

                                Common Securities
                  (liquidation amount $25 per Common Security)

         CC Funding Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cinergy Corp. (the
"Holder") is the registered owner of _________________ common securities of the
Trust representing an undivided beneficial interest in the assets of the Trust
designated the Common Securities (liquidation amount $25.00 per Common Security)
(the "Common Securities"). Except as provided in the Declaration (as defined
below), the Common Securities are not transferable, and any attempted transfer
thereof shall be void. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust, dated as of ___________,
2001 (as the same may be amended from time to time, the "Declaration"), among
Cinergy Corp., as Sponsor, [        ], [        ] and [        ], as
Administrative Trustees, [       ], as Property Trustee, [          ], as
Delaware Trustee, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust. The Sponsor will provide a copy of the
Declaration and the Indenture to the Holder without charge upon written request
to the Sponsor at its principal place of business.

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

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the [Subordinated] Notes as indebtedness of the Sponsor and
the Common Securities as evidence of an undivided beneficial interest in the
[Subordinated] Notes.


<Page>



         IN WITNESS WHEREOF, the Trust has executed this certificate this ______
day of ___________, 2001.



                             CC FUNDING TRUST I


                             --------------------------------------------
                             By:
                                 --------------
                                  Administrative Trustee