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<SEC-DOCUMENT>/in/edgar/work/20000829/0000928385-00-002378/0000928385-00-002378.txt : 20000922
<SEC-HEADER>0000928385-00-002378.hdr.sgml : 20000922
ACCESSION NUMBER:		0000928385-00-002378
CONFORMED SUBMISSION TYPE:	S-3/A
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20000829

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNUMPROVIDENT CORP
		CENTRAL INDEX KEY:			0000005513
		STANDARD INDUSTRIAL CLASSIFICATION:	 [6321
]		IRS NUMBER:				621598430
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-3/A
			SEC ACT:		
			SEC FILE NUMBER:	333-43808
			FILM NUMBER:		712967
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		2211 CONGRESS STREET
				CITY:			PORTLAND
				STATE:			MA
				ZIP:			04122
				BUSINESS PHONE:		2077702211
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		ONE FOUNTAIN SQUARE
					CITY:			CHATTANOOGA
					STATE:			TN
					ZIP:			37402
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	PROVIDENT COMPANIES INC /DE/
						DATE OF NAME CHANGE:	19961204
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	PROVIDENT LIFE & ACCIDENT INSURANCE CO OF AMERICA
							DATE OF NAME CHANGE:	19950407
</FORMER-COMPANY>
</FILER>

							FILER:

								COMPANY DATA:	
									COMPANY CONFORMED NAME:			UNUMPROVIDENT FINANCING TRUST II
									CENTRAL INDEX KEY:			0001121945
									STANDARD INDUSTRIAL CLASSIFICATION:	 [
]</COMPANY-DATA>

									FILING VALUES:
										FORM TYPE:		S-3/A
										SEC ACT:		
										SEC FILE NUMBER:	333-43808-01
										FILM NUMBER:		712968
</FILING-VALUES>

										BUSINESS ADDRESS:	
											STREET 1:		1 FOUNTAIN SQ
											CITY:			CHATTANOOGA
											STATE:			TN
											ZIP:			37402
											BUSINESS PHONE:		4237551011
</BUSINESS-ADDRESS>

											MAIL ADDRESS:	
												STREET 1:		1 FOUNTAIN SQ
												CITY:			CHATTANOOGA
												STATE:			TN
												ZIP:			37402
</MAIL-ADDRESS>
</FILER>

												FILER:

													COMPANY DATA:	
														COMPANY CONFORMED NAME:			UNUMPROVIDENT FINANCING TRUST III
														CENTRAL INDEX KEY:			0001121946
														STANDARD INDUSTRIAL CLASSIFICATION:	 [
]</COMPANY-DATA>

														FILING VALUES:
															FORM TYPE:		S-3/A
															SEC ACT:		
															SEC FILE NUMBER:	333-43808-02
															FILM NUMBER:		712969
</FILING-VALUES>

															BUSINESS ADDRESS:	
																STREET 1:		1 FOUNTAIN SQ
																CITY:			CHATTANOOGA
																STATE:			TN
																ZIP:			37402
																BUSINESS PHONE:		4237551011
</BUSINESS-ADDRESS>

																MAIL ADDRESS:	
																	STREET 1:		1 FOUNTAIN SQ
																	CITY:			CHATTANOOGA
																	STATE:			TN
																	ZIP:			37402
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-3
<TEXT>

<PAGE>


  As filed with the Securities and Exchange Commission on August 29, 2000

                                                 Registration No. 333-43808
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     Pre-Effective Amendment No. 1 to

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

<TABLE>
<S>                                                             <C>
                  UnumProvident Corporation                                  UnumProvident Financing Trust II
    (Exact name of registrant as specified in its charter)                   UnumProvident Financing Trust III
                          Delaware                                  (Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)                            Delaware
                         62-1598430                             (State or other jurisdiction of incorporation or organization)
          (I.R.S. Employer Identification Number)                                     Each Applied For
                     1 Fountain Square,                                   (I.R.S. Employer Identification Number)
               Chattanooga, Tennessee 37402,                                         1 Fountain Square,
                       (423) 755-1011                                           Chattanooga Tennessee 37402,
         221 Congress Street, Portland, Maine 04122,                                   (423) 755-1011
                       (207) 770-2211                                (Address, including zip code, and telephone number,
     (Address, including zip code, and telephone number,                  including area code, of the registrant's
          including area code, of the registrant's                              principal executive offices)
                principal executive offices)
</TABLE>

                                 Susan N. Roth
       Vice President, Corporate Secretary and Assistant General Counsel
                           UnumProvident Corporation
        1 Fountain Square, Chattanooga, Tennessee 37402, (423) 755-1011
 (Name, address, including zip code and telephone number, including area code,
                             of agent for service)

                                   Copies to:
          David E. Brown, Jr.                      Donald C. Walkovik
           Alston & Bird llp                      Sullivan & Cromwell
     601 Pennsylvania Avenue, N.W.                  125 Broad Street
       North Building, 11th Floor            New York, New York 10004-2498
         Washington, D.C. 20004                  Phone: (212) 558-4000
         Phone: (202) 756-3300                 Facsimile: (212) 558-3588
       Facsimile: (202) 756-3333

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

   Approximate date of commencement of proposed sale to public: From time to
time after this registration statement becomes effective as determined by
market conditions and other factors.
   If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
   If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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

   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

================================================================================

<PAGE>


PROSPECTUS

                      [LOGO of UnumProvident Corporation]

                                $1,000,000,000

                           UNUMPROVIDENT CORPORATION

                            SENIOR DEBT SECURITIES

                         SUBORDINATED DEBT SECURITIES

                                PREFERRED STOCK

                               DEPOSITARY SHARES

                                 COMMON STOCK

                                   WARRANTS

                           STOCK PURCHASE CONTRACTS

                                      AND

                             STOCK PURCHASE UNITS

                       UNUMPROVIDENT FINANCING TRUST II

                       UNUMPROVIDENT FINANCING TRUST III

                             PREFERRED SECURITIES
                    AS FULLY AND UNCONDITIONALLY GUARANTEED
                         BY UNUMPROVIDENT CORPORATION

   We will provide you with more specific terms of these securities in
supplements to this prospectus. You should read this prospectus and the
applicable prospectus supplement carefully before you invest.

   We may offer these securities from time to time in amounts, at prices and
on other terms to be determined at the time of offering. The total offering
price of the securities offered to the public will be limited to
$1,000,000,000.

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

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

            The date of this Prospectus is September 1, 2000.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
About This Prospectus....................................................    1
Where You Can Find More Information......................................    1
Forward-Looking Statements...............................................    2
UnumProvident Corporation................................................    3
UnumProvident Trusts.....................................................    3
Use of Proceeds..........................................................    4
Consolidated Ratios of Earnings to Fixed Charges and Earnings to Combined
 Fixed Charges and Preferred Stock Dividends.............................    5
Description of Debt Securities...........................................    6
Description of Preferred Stock...........................................   21
Description of Depositary Shares.........................................   24
Description of Common Stock..............................................   28
Description of Warrants..................................................   31
Description of Stock Purchase Contracts and Stock Purchase Units.........   32
Description of Preferred Securities......................................   33
Description of Trust Guarantees..........................................   40
Effect of Obligations Under the Subordinated Debt Securities and the
 Trust Guarantees........................................................   43
Plan of Distribution.....................................................   43
Legal Matters............................................................   44
Experts..................................................................   44
</TABLE>

   Notice to North Carolina residents: the Commissioner of Insurance for the
State of North Carolina has not approved or disapproved these securities, nor
has the Commissioner ruled upon the accuracy or adequacy of this document.

   The laws of the various states prohibit any person or entity from directly
or indirectly acquiring 10% or more (5% or more in Alabama and Florida) of the
voting control of any domestic insurance holding company without approval of
the states' Commissioner of Insurance.

                                       i
<PAGE>

                             ABOUT THIS PROSPECTUS

   This document is called a prospectus and is part of a registration statement
that we filed with the SEC using a "shelf" registration or continuous offering
process. Under this shelf process, we may from time to time offer any
combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $1,000,000,000.

   This prospectus provides you with a general description of the securities we
may offer. Each time we sell securities, we will provide a prospectus
supplement containing specific information about the terms of the securities
being offered. A prospectus supplement may include a discussion of any risk
factors or other special considerations applicable to those securities or to
us. A prospectus supplement may also add, update or change information in this
prospectus. If there is any inconsistency between the information in this
prospectus and the applicable prospectus supplement, you should rely on the
information in the prospectus supplement. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "WHERE YOU CAN FIND MORE INFORMATION" on page 1.

   The registration statement containing this prospectus, including exhibits to
the registration statement, provides additional information about us and the
securities offered under this prospectus. The registration statement can be
read at the SEC web site or at the SEC offices mentioned under the heading
"WHERE YOU CAN FIND MORE INFORMATION" on page 1.

   When acquiring any securities discussed in this prospectus, you should rely
only on the information provided in this prospectus and in the applicable
prospectus supplement, including the information incorporated by reference.
Neither we, nor any underwriters or agents, have authorized anyone to provide
you with different information. We are not offering the securities in any state
where the offer is prohibited. You should not assume that the information in
this prospectus, any prospectus supplement, or any document incorporated by
reference, is truthful or complete at any date other than the date mentioned on
the cover page of these documents.

   We may sell securities to underwriters who will sell the securities to the
public on terms fixed at the time of sale. In addition, the securities may be
sold by us directly or through dealers or agents designated from time to time.
If we, directly or through agents, solicit offers to purchase the securities,
we reserve the sole right to accept and, together with any agents, to reject,
in whole or in part, any of those offers.

   Any prospectus supplement will contain the names of the underwriters,
dealers or agents, if any, together with the terms of offering, the
compensation of those underwriters and the net proceeds to us. Any
underwriters, dealers or agents participating in the offering may be deemed
"underwriters" within the meaning of the Securities Act of 1933.

   Unless otherwise mentioned or unless the context requires otherwise, all
references in this prospectus to "we," "us," "our," or similar references mean
UnumProvident Corporation and its subsidiaries.

   Unless otherwise stated, currency amounts in this prospectus and any
prospectus supplement are stated in United States dollars ("$").

                      WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available
to the public at the SEC's web site at http://www.sec.gov. The address of the
SEC's web site is provided for the information of prospective investors and not
as an active link. You can also inspect reports, proxy statements and other
information about us at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York.

                                       1
<PAGE>

   The SEC allows us to "incorporate by reference" into this prospectus the
information in documents we file with the SEC, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus and should be read with the same care. When we update the
information contained in documents that have been incorporated by reference, by
making future filings with the SEC, the information incorporated by reference
in this prospectus is considered to be automatically updated and superceded. In
other words, in all cases, if you are considering whether to rely on
information contained in this prospectus or information incorporated by
reference into this prospectus, you should rely on the information contained in
the document that was filed later. We incorporate by reference the documents
listed below and any additional documents we file with the SEC in the future
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934 until our offering is completed:

  .  Annual Report on Form 10-K for the year ended December 31, 1999; and

  .  Quarterly Reports on Form 10-Q for the periods ending March 31, 2000,
     and June 30, 2000.

   You may request a copy of these filings, at no cost, by writing to or
telephoning us at either of the following addresses:

                              Corporate Relations
                           UnumProvident Corporation

        2211 Congress Street                     1 Fountain Square
        Portland, Maine 04122                    Chattanooga, Tennessee 37402
        (207) 770-4361                           (423) 755-8996

   We have not included or incorporated by reference in this prospectus any
separate financial statements of UnumProvident Financing Trust II or
UnumProvident Financing Trust III, which we will refer to as the trusts. We do
not believe that these financial statements would provide holders of preferred
securities with any important information for the following reasons:

  .  we will own all of the voting securities of the trusts;

  .  the trusts do not and will not have any independent operations other
     than to issue securities and to purchase and hold our junior
     subordinated debt securities; and

  .  we are fully and unconditionally guaranteeing the obligations of the
     trusts as described in this prospectus.

   Although the trusts would normally be required to file information with the
SEC on an ongoing basis, we expect the SEC to exempt the trusts from filing
this information for as long as we continue to file our information with the
SEC.

                           FORWARD-LOOKING STATEMENTS

   This prospectus and accompanying prospectus supplements contain or
incorporate statements that are "forward-looking" within the meaning of the
Private Securities Litigation Reform Act of 1995. Those statements can be
identified by the use of forward-looking language such as "may," "should,"
"believes," "expects," "anticipates," "estimates," "intends," "projects,"
"goals," "objectives," or other similar expressions. Our actual results,
performance or achievements could be significantly different from the results
expressed in, or implied by, those forward-looking statements. Those statements
are subject to certain risks and uncertainties, including but not limited to,
certain risks described in the prospectus supplement accompanying this
prospectus or other documents incorporated by reference. When considering those
forward-looking statements, you should keep in mind these risks, uncertainties
and other cautionary statements made in this

                                       2
<PAGE>

prospectus and the prospectus supplements. You should not place undue reliance
on any forward-looking statement, which speaks only as of the date made. You
should refer to our periodic and current reports filed with the SEC for
specific risks which could cause actual results to be significantly different
from those expressed or implied by those forward-looking statements.

                           UNUMPROVIDENT CORPORATION

   We are the surviving corporation in the merger on June 30, 1999 of Provident
Companies Inc., the leading individual disability insurance provider in North
America, with Unum Corporation, the leading group disability insurance
provider. We are the parent holding company for a group of insurance companies
that collectively operate in North America and in the United Kingdom, Japan,
and Argentina. Our principal operating subsidiaries are Unum Life Insurance
Company of America (Unum America), Provident Life and Accident Insurance
Company (Accident), The Paul Revere Life Insurance Company (Paul Revere Life),
and Colonial Life & Accident Insurance Company (Colonial). We, through our
subsidiaries, are the largest provider of group and individual disability
insurance in North America, the United Kingdom, and Japan. We also provide a
complementary portfolio of life insurance products, including long-term care
insurance, life insurance, employer- and employee-paid group benefits, and
related services.

                              UNUMPROVIDENT TRUSTS

   Each of UnumProvident Financing Trust II and UnumProvident Financing Trust
III is a Delaware statutory business trust and was created by the certificate
of trust that we filed with the Secretary of State of Delaware on August 14,
2000. Each trust is subject to the terms of its declaration of trust that we
have executed as the depositor of the trust and which has also been executed by
trustees of the trust. At the time a trust issues any preferred securities, the
applicable declaration of trust will be amended and restated to set the terms
of the preferred securities. The common securities will represent an aggregate
liquidation amount equal to at least 3% of each trust's total capitalization.
The preferred securities will represent the remaining approximate 97% of the
trust's total capitalization. The terms of the common securities will also be
contained in the amended declaration and the common securities will rank
equally, and payments will be made ratably, with the preferred securities.
However, if there are certain continuing payment events of default under the
subordinated indenture, our rights as holder of the common securities to
distributions, liquidation, redemption and other payments from the trust will
be subordinated to the rights to those payments of the holders of the preferred
securities. Each trust will use the proceeds of the sale of the preferred
securities and the common securities to invest in junior subordinated debt
securities that we will issue to the trust. The preferred securities will be
guaranteed by us as described later in this prospectus.

   Each trust has a term of approximately 45 years but may be dissolved earlier
under the terms of its amended declaration. The trustees of each trust will
conduct the business and affairs of the trust. As holder of the common
securities, we are entitled to appoint, remove, replace or increase or reduce
the number of trustees. The amended declarations govern the duties of the
trustees. Most of the trustees will be employees, officers or affiliates of
ours and will be referred to as administrative trustees. One trustee of each
trust, the property trustee, will be a financial institution that is not
affiliated with us and that has a minimum of combined capital and surplus of at
least $50 million. The property trustee will act as indenture trustee for the
purpose of compliance with the provisions of the Trust Indenture Act of 1939.
Unless the property trustee has a principal place of business in the State of
Delaware, and meets other legal requirements, we will appoint another trustee
for each trust who meets these requirements to serve as the Delaware trustee.

   The trusts exist solely for the following purposes:

  .  to issue the preferred securities and common securities which we
     collectively refer to as the trust securities and which represent
     undivided beneficial interests in the assets of the trusts;

  .  to invest the gross proceeds from the sale of the trust securities in
     junior subordinated debt securities issued by us;

                                       3
<PAGE>

  .  to distribute the cash payments they receive from the junior
     subordinated debt securities they own to the holders of the trust
     securities; and

  .  to engage in only those other activities that are necessary for or are
     incidental to issuing the trust securities and investing in the junior
     subordinated debt securities.

   We or any subsequent holder of the common securities will pay all fees and
expenses related to the trusts and the offering of the preferred securities and
will pay all ongoing costs and expenses of the trusts.

   The property trustee of each trust is The Chase Manhattan Bank, 450 West
33rd Street, 15th Floor, New York, New York 10001. The Delaware trustee is
Chase Manhattan Bank USA, National Association and its address in the State of
Delaware is 1201 Market Street, Wilmington, Delaware 19801. The principal place
of business of each trust is c/o UnumProvident Corporation, 1 Fountain Square,
Chattanooga, Tennessee 37402. The telephone number for each trust at that
address is (423) 755-1011.

                                USE OF PROCEEDS

   Unless otherwise specified in the applicable prospectus supplement for any
offering of securities, the net proceeds we receive from the sale of these
securities will be used for general corporate purposes, which may include:

  .  funding investments in, or extensions of credit to, our subsidiaries;

  .  reducing or refinancing debt;

  .  redeeming outstanding securities;

  .  financing possible acquisitions; and

  .  working capital.

   Pending such use, we may temporarily invest net proceeds. We do not have any
present plans, and are not engaged in any negotiations, for the use of any such
proceeds, or the issuance of common stock, in any future acquisition. We will
disclose any proposal to use the net proceeds from any offering of securities
in connection with an acquisition in the prospectus supplement relating to such
offering.

                                       4
<PAGE>

                        CONSOLIDATED RATIOS OF EARNINGS
                   TO FIXED CHARGES AND EARNINGS TO COMBINED
                  FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

   Our consolidated ratio of earnings to fixed charges including our
consolidated subsidiaries is computed by dividing earnings by fixed charges.
The ratio of earnings to fixed charges for the periods prior to December 31,
1999 have been restated to give retroactive effect to the merger of Unum
Corporation and Provident Companies, Inc. on June 30, 1999. The following table
sets forth our consolidated ratios of earnings to fixed charges and ratios of
earnings to combined fixed charges and preferred stock dividends for the
periods shown:

<TABLE>
<CAPTION>
                                                                     For the
                                                                    Six Months
                              For the Year Ended December 31,         Ended
                              ------------------------------------   June 30,
                              1995   1996   1997   1998   1999(2)      2000
                              -----  -----  ------ -----  --------  ----------
<S>                           <C>    <C>    <C>    <C>    <C>       <C>
Earnings to Fixed Charges
Excluding Preferred Stock
 Dividends(1)................   8.6    8.9    10.1   7.7     (0.1)     5.4
Including Preferred Stock
 Dividends(3)................   6.8    7.0     8.4   7.5     (0.1)     5.4
</TABLE>
- --------
(1) For purposes of computing the ratio of earnings to fixed charges, earnings
    as adjusted consist of income (loss) before income taxes plus fixed
    charges. Fixed charges consist of interest and debt expense, amortization
    of deferred debt costs, and the estimated interest portion of rent expense.
(2) Earnings are inadequate to cover fixed charges. The coverage deficiency
    totals $165.5 million.
(3) For purposes of computing the ratio of earnings to fixed charges, earnings
    as adjusted consist of income (loss) before income taxes plus fixed
    charges. Fixed charges consist of interest and debt expense, amortization
    of deferred debt costs, the estimated interest portion of rent expense and
    preferred stock dividends.

                                       5
<PAGE>

                         DESCRIPTION OF DEBT SECURITIES

General

   The following summary outlines the material terms of the senior debt
securities and subordinated debt securities, which we collectively refer to as
the debt securities, that we may offer from time to time. The specific terms of
any debt securities we may offer and the extent, if any, to which these general
terms and provisions may or may not apply to the debt securities will be
described in the prospectus supplement relating to the particular series of
debt securities.

   We will issue the senior debt securities under an indenture, which we will
enter into with The Chase Manhattan Bank, as trustee. We will also issue the
subordinated debt securities under an indenture, which we will enter into with
The Chase Manhattan Bank, as trustee. Except for the subordination provisions
included in the subordinated indenture, the indentures are substantially
identical. The indentures are subject to and governed by the Trust Indenture
Act, and we may supplement the indentures from time to time after we execute
them. The following description of the debt securities may not be complete and
is subject to and qualified in its entirety by reference to the form of either
the senior or the subordinated indenture relating to the particular series of
debt securities, each of which we have filed as an exhibit to the registration
statement that contains this prospectus. Capitalized terms used but not defined
in this description will have the meanings in the indentures. Wherever we refer
to particular sections or defined terms of the indentures, it is our intent
that those sections or defined terms will be incorporated by reference in this
prospectus.

Terms

   The debt securities will be our direct, unsecured obligations. The
indebtedness represented by the senior debt securities will rank equally with
all our other unsecured and unsubordinated debt, but will be subordinated to
all of our existing and future secured indebtedness, if any. The indebtedness
represented by the subordinated debt securities will rank junior in right of
payment, under the terms contained in the subordinated indenture, and will be
subject to our prior payment in full of our senior debt all as described under
"--Subordination."

   The amount of debt securities we offer will be limited to the amount
described on the cover of this prospectus. We may issue the debt securities, in
one or more series from time to time, as our board of directors may establish
by resolution or as we may establish in one or more supplemental indentures. We
may issue debt securities with terms different from those of debt securities we
previously issued. We may issue debt securities of the same series at more than
one time and, unless prohibited by the terms of the series, we may reopen a
series for issuances of additional debt securities, without the consent of the
holders of the outstanding debt securities of that series. The debt securities
may be denominated and payable in foreign currencies or units based on or
related to foreign currencies. Special United States federal income tax
considerations applicable to any debt securities denominated in foreign
currencies will be described in the applicable prospectus supplement.

   Each indenture provides that there may be more than one trustee under the
indenture, each with respect to one or more series of the debt securities. Any
trustee under an indenture may resign or be removed with respect to one or more
series of the debt securities, and a successor trustee may be appointed to act
with respect to that series. Upon prior written notice, a trustee may be
removed by act of the holders of a majority in principal amount of the
outstanding debt securities of the series with respect to which the trustee
acts as trustee. If two or more persons are acting as trustee with respect to
different series of debt securities, each trustee will be a trustee of a trust
under the applicable indenture unrelated to the trust administered by any other
trustee. Except as otherwise stated in this prospectus, any action described in
this prospectus to be taken by each trustee may only be taken by the trustee
with respect to the one or more series of debt securities for which it is
trustee under the applicable indenture.

                                       6
<PAGE>

   You should refer to the applicable prospectus supplement relating to a
particular series of debt securities for the specific terms of the debt
securities, including, but not limited to:

     (1) the title of the debt securities of the series and whether the debt
  securities are senior debt securities or subordinated debt securities,
  including junior subordinated debt securities;

     (2) the total principal amount of the debt securities of the series and
  any limit on the total principal amount;

     (3) the price (expressed as a percentage of the principal amount of the
  debt securities) at which we will issue the debt securities of the series;

     (4) the terms, if any, by which holders may convert or exchange the debt
  securities of the series into or for common stock or other of our
  securities or property;

     (5) if the debt securities of the series are convertible or
  exchangeable, any limitations on the ownership or transferability of the
  securities or property into which holders may convert or exchange the debt
  securities;

     (6) the date or dates, or the method for determining the date or dates,
  on which we will be obligated to pay the principal of the debt securities
  of the series and the amount of principal we will be obligated to pay;

     (7) the rate or rates, which may be fixed or variable, at which the debt
  securities of the series will bear interest, if any, or the method by which
  the rate or rates will be determined;

     (8) the date or dates, or the method for determining the date or dates,
  from which any interest will accrue on the debt securities of the series,
  the dates on which we will be obligated to pay any such interest, the
  regular record dates if any, for the interest payments, or the method by
  which the dates shall be determined, the persons to whom we will be
  obligated to pay interest, and the basis upon which interest shall be
  calculated if other than that of a 360-day year consisting of twelve 30-day
  months;

     (9) the place or places where the principal of, and any premium, Make-
  Whole Amount (as defined in the indenture), interest or Additional Amounts
  (as defined in the indenture) on, the debt securities of the series will be
  payable, where the holders of the debt securities may surrender debt
  securities for conversion, transfer or exchange, and where notices or
  demands to or upon us in respect of the debt securities and the indenture
  may be served;

     (10) if other than the trustee, the identity of each security registrar
  and/or paying agent for debt securities of the series;

     (11) the period or periods during which, the price or prices (including
  any premium or Make-Whole Amount) at which, the currency or currencies in
  which, and the other terms and conditions upon which, we may redeem the
  debt securities of the series, at our option, if we have such an option;

     (12) any obligation of ours to redeem, repay or purchase debt securities
  pursuant to any sinking fund or analogous provision or at the option of a
  holder of debt securities, and the terms and conditions upon which we will
  redeem, repay or purchase all or a portion of the debt securities of the
  series pursuant to that obligation;

     (13) the currency or currencies in which we will sell the debt
  securities and in which the debt securities of the series will be
  denominated and payable;

     (14) whether the amount of payment of principal of, and any premium,
  Make-Whole Amount, or interest on, the debt securities of the series may be
  determined with reference to an index, formula or other method and the
  manner in which the amounts will be determined;

     (15) whether the principal of, and any premium, Make-Whole Amount,
  interest or Additional Amounts on, the debt securities of the series are to
  be payable, at our election or at the election of the holder of the debt
  securities, in a currency or currencies other than that in which the debt
  securities are denominated or stated to be payable, the period or periods
  during which, and the terms and conditions upon which, this election may be
  made, and the time and manner of, and identity of the exchange rate

                                       7
<PAGE>

  agent with responsibility for, determining the exchange rate between the
  currency or currencies in which the debt securities are denominated or
  stated to be payable and the currency or currencies in which the debt
  securities will be payable;

     (16) any provisions granting special rights to the holders of the debt
  securities of the series at the occurrence of certain events;

     (17) any additions to, modifications of or deletions from the terms of
  the debt securities with respect to the events of default or covenants
  contained in the applicable indenture;

     (18) whether the debt securities of the series will be issued in
  certificated or book-entry form and the related terms and conditions;

     (19) whether the debt securities of the series will be in registered or
  bearer form and the terms and conditions relating to the applicable form,
  and if in registered form, the denomination in which we will issue the debt
  securities if other than $1,000 or a multiple of $1,000 and, if in bearer
  form, the denominations in which we will issue the debt securities if other
  than $5,000 or a multiple of $5,000;

     (20) the applicability, if any, of the defeasance or covenant defeasance
  provisions described below under "--Discharge, Defeasance and Covenant
  Defeasance";

     (21) any applicable United States federal income tax consequences,
  including whether and under what circumstances we will pay any Additional
  Amounts as contemplated in the applicable indenture on the debt securities,
  to any holder who is not a United States person in respect of any tax,
  assessment or governmental charge withheld or deducted and, if we will pay
  Additional Amounts, whether we will have the option, and on what terms to
  redeem the debt securities instead of paying the Additional Amounts;

     (22) whether we may extend the interest payment periods and, if so, the
  terms of any extension;

     (23) if the principal amount payable on any maturity date will not be
  determinable on any one or more dates prior to the maturity date, the
  amount which will be deemed to be the principal amount as of any date for
  any purpose, including the principal amount which will be due and payable
  upon any maturity other than the maturity date, or the manner of
  determining that amount;

     (24) any other covenant or warranty included for the benefit of the debt
  securities of the series;

     (25) any proposed listing of the debt securities of the series on any
  securities exchange; and

     (26) any other terms of such debt securities not inconsistent with the
  provisions of the applicable indenture.

   The debt securities of a series may provide for less than their entire
principal amount to be payable if we accelerate the maturity of the debt
securities as a result of the occurrence and continuation of an event of
default. If this is the case, the debt securities would have what is referred
to as "original issue discount." Any special U.S. federal income tax,
accounting and other considerations applicable to original issue discount
securities will be described in the applicable prospectus supplement.

   We may issue debt securities of a series from time to time, with the
principal amount payable on any principal payment date, or the amount of
interest payable on any interest payment date, to be determined by reference to
one or more currency exchange rates, commodity prices, equity indices or other
factors. Holders of these debt securities may receive a principal amount on any
principal payment date, or a payment of interest on any interest payment date,
that is greater than or less than the amount of principal or interest otherwise
payable on such dates, depending upon the value on the applicable dates of the
applicable currency, commodity, equity index or other factors.

   Information as to the methods for determining the amount of principal or
interest payable on any date, the currencies, commodities, equity indices or
other factors to which the amount payable on such date is linked and certain
additional tax considerations will be described in the applicable prospectus
supplement.

                                       8
<PAGE>

   The indentures do not contain any provisions that afford holders of the debt
securities protection in the event we engage in a transaction in which we incur
or acquire a large amount of additional debt.

Denominations, Interest, Registration and Transfer

   Unless the applicable prospectus supplement states otherwise, debt
securities we issue in registered form of any series will be issued in
denominations of $1,000 and multiples of $1,000. Unless the applicable
prospectus supplement states otherwise, debt securities we issue in bearer form
will be issued in denominations of $5,000 and multiples of $5,000.

   Unless the applicable prospectus supplement states otherwise, the principal
of, and any premium, Make-Whole Amount, or interest on, any series of debt
securities will be payable in the currency designated in the prospectus
supplement at the corporate trust office of the trustee, initially located at
The Chase Manhattan Bank, Global Trust Services, 15th Floor, 450 West 33rd
Street, New York, New York 10001. At our option, however, payment of interest
may be made by check mailed to the address of the person entitled to the
interest payment as it appears in the security register for the series or by
wire transfer of funds to that person at an account maintained within the
United States. We may at any time designate additional paying agents, remove
any paying agents, or approve a change in the office through which any paying
agent acts, except that we will be required to maintain a paying agent in each
place of payment for any series. All monies we pay to a paying agent for the
payment of principal of, or any premium, Make-Whole Amount, interest or
Additional Amounts on, any debt security which remains unclaimed at the end of
two years after the principal, premium or interest has become due and payable
will be repaid to us. After this time, the holder of the debt security will be
able to look only to us for payment.

   Any interest we do not punctually pay on any interest payment date with
respect to a debt security will be defaulted interest and will cease to be
payable to the holder on the original regular record date and may either:

     (1) be paid to the holder at the close of business on a special record
  date for the payment of defaulted interest to be fixed by the applicable
  trustee, or

     (2) may be paid at any time in any other lawful manner, all as more
  completely described in the applicable indenture.

   If the defaulted interest is to be paid on a special record date, notice of
the special record date will be mailed to each holder of such not less than ten
days before the special record date.

   Subject to certain limitations imposed on debt securities issued in book-
entry form, debt securities of any series will be exchangeable for other debt
securities of the same series and with the same total principal amount and
authorized denomination upon surrender of the debt securities at the corporate
trust office of the applicable trustee. In addition, subject to certain
limitations imposed upon debt securities issued in book-entry form, the debt
securities of any series may be surrendered for conversion, transfer or
exchange at the corporate trust office of the applicable trustee. Every debt
security surrendered for conversion, transfer or exchange will be duly endorsed
or accompanied by a written instrument of transfer. There will be no service
charge on any transfer or exchange of debt securities, but we may require
payment by holders to cover any tax or other governmental charge payable in
connection with the transfer or exchange.

   If the applicable prospectus supplement refers to us designating a transfer
agent (in addition to the applicable trustee) for any series of debt
securities, we may at any time remove the transfer agent or approve a change in
the location at which the transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for any series of debt
securities. We may at any time designate additional transfer agents with
respect to any series of debt securities.

                                       9
<PAGE>

   Neither we nor any trustee will be required to do any of the following:

     (1) issue, register the transfer of or exchange debt securities of any
  series during a period beginning at the opening of business 15 days before
  there is a selection of debt securities of that series to be redeemed and
  ending at the close of business on the day of mailing or publication of the
  relevant notice of redemption;

     (2) register the transfer of or exchange any debt security, or portion
  thereof, called for redemption, except the unredeemed portion of any debt
  security being only partially redeemed;

     (3) exchange any debt security in bearer form that is selected for
  redemption, except a debt security in bearer form may be exchanged for a
  debt security in registered form of that series and like denomination,
  provided that the debt security in registered form shall be simultaneously
  surrendered for redemption or exchange; or

     (4) issue, register the transfer of or exchange any debt security that
  has been surrendered for repayment at the option of the holder, except the
  portion, if any, of the debt security that is not to be repaid.

Global Securities

   The debt securities in registered form of a series may be issued in the form
of one or more fully registered global securities that will be deposited with a
depositary or with a nominee for a depositary identified in the applicable
prospectus supplement relating to the series and registered in the name of the
depositary or its nominee. In this case, one or more registered global
securities will be issued in a denomination or total denominations equal to the
portion of the total principal amount of outstanding registered debt securities
of the series to be represented by the registered global securities or
securities. Unless and until it is wholly exchanged for debt securities in
definitive registered form, a registered global security may not be transferred
except as a whole by the depositary to its nominee or by a nominee to the
depositary or another nominee, or by the depositary or its nominee to a
successor of the depositary or the successor depositary's nominee.

   The specific terms of the depositary arrangement with respect to any portion
of a series of debt securities to be represented by a registered global
security will be described in the applicable prospectus supplement. We
anticipate that the following provisions will apply to all depositary
arrangements.

   Ownership of beneficial interests in a registered global security will be
limited to persons that have accounts with, or are participants of, the
depositary for the registered global security or persons that may hold
interests through participants. When we issue a registered global security, the
depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the debt
securities represented by the registered global security owned by those
participants. The accounts to be credited will be designated by any dealers,
underwriters or agents participating in the distribution of the debt
securities. Ownership of participants in a registered global security will be
shown on, and the transfer of such ownership interests will be effected only
through, records maintained by the depositary and ownership of persons who hold
debt securities through participants will be reflected on the records of
participants. The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. These
laws may impair a person's ability to own, transfer or pledge beneficial
interests in a registered global security.

   So long as the depositary, or its nominee, is the registered owner of the
global security, the depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the debt securities represented by the
registered global security for all purposes under the applicable indenture.
Except as set forth below, owners of beneficial interests in a registered
global security will not be entitled to have the debt securities represented by
the registered global security registered in their names, will not receive or
be entitled to receive physical delivery of the debt securities in definitive
form, and will not be considered the owners or holders thereof under the
applicable indenture. Accordingly, each person owning a beneficial interest in
a registered global security must rely on the procedures of the depositary and,
if such person is not a participant,

                                       10
<PAGE>

on the procedures of the participant through which such person owns its
interest, to exercise any rights of a holder under the applicable indenture. We
understand that under existing industry practices, if we request any action of
holders or if an owner of a beneficial interest in a registered global security
desires to give or take any action which a holder is entitled to give or take
under the applicable indenture, the depositary would authorize the participants
holding the relevant beneficial interests to give or take the action, and the
participants would authorize beneficial owners owning through the participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners holding through them.

   Payments of principal of, and any premium, Make-Whole Amount, interest or
Additional Amounts on, debt securities represented by a registered global
security will be made to the depositary or its nominee, as the case may be, as
the registered owner of the registered global security. None of us, the trustee
or any other agent of ours or agent of the trustee will have any responsibility
or liability for any aspect of the records relating to, or payments made on
account of, beneficial ownership interests in the registered global security or
for maintaining, supervising or reviewing any records relating to the
beneficial ownership interests.

   We expect that once the depositary receives any payment of principal of, and
any premium, Make-Whole Amount, interest or Additional Amounts on, a registered
global security, the depositary will immediately credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the registered global security as shown on the records of the depositary. We
also expect that payments by participants to owners of beneficial interests in
the registered global security held through the participants will be governed
by standing customer instructions and customary practices, as is now the case
with the securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of the
participants.

   If the depositary is at any time unwilling or unable to continue as
depositary or ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, and we do not appoint a successor depositary registered
as a clearing agency under the Exchange Act within 90 days, we will issue debt
securities in definitive form in exchange for the registered global security.
In addition, we may at any time and in our sole discretion determine not to
have any of the debt securities of a series represented by one or more
registered global securities and, in such event, will issue debt securities of
such series in a definitive form in exchange for all of the registered global
security or securities representing the debt securities. Any debt securities
issued in definitive form in exchange for a registered global security will be
registered in such name or names as the depositary shall instruct the trustee.
It is expected that such instructions will be based upon directions received by
the depositary from participants with respect to ownership of beneficial
interests in the registered global security.

   Debt securities in bearer form of a series may also be issued in the form of
one or more global securities that will be deposited with a common depositary
for Euroclear and CEDEL, or with a nominee for such depositary identified in
the applicable prospectus supplement. The specific terms and procedures,
including the specific terms of the depositary arrangement and any specific
procedures for the issuance of debt securities in definitive form in exchange
for a bearer form global security, with respect to any portion of a series of
debt securities to be represented by a bearer form global security will be
described in the applicable prospectus supplement.

Merger, Consolidation or Sale

   We may consolidate with, or sell, lease or otherwise transfer all or
substantially all of our assets to, or merge with or into, any other
corporation or trust or entity provided that:

     (1) we are the survivor in the merger, or the survivor, if not us, is an
  entity organized under the laws of the United States or a state of the
  United States and expressly assumes by supplemental indenture the due and
  punctual payment of the principal of, and any premium, Make-Whole Amount,
  interest or Additional Amounts on, all of the outstanding debt securities
  and the due and punctual performance and observance of all of the covenants
  and conditions contained in each indenture;

                                       11
<PAGE>

     (2) immediately after giving effect to the transaction and treating any
  indebtedness that becomes an obligation of ours or one of our subsidiaries
  as a result of the transaction, as having been incurred by us or the
  subsidiary at the time of the transaction, there is no event of default
  under the indenture, and no event which, after notice or the lapse of time,
  or both, would become an event of default;

     (3) if, as a result of the transaction, our property or assets would be
  subject to an encumbrance that would not be permitted under the indenture,
  we shall take steps to secure the debt securities equally and ratably with
  all indebtedness secured in the transaction; and

     (4) certain other conditions that are described in the indentures are
  met.

   Upon any such consolidation, merger, or sale, the successor corporation
formed, or into which we are merged or to which we are sold, shall succeed to,
and be substituted for, us under the indentures.

   This covenant would not apply to any recapitalization transaction, change of
control of us or a transaction in which we incur a large amount of additional
debt unless the transactions or change of control included a merger or
consolidation or transfer of substantially all of our assets. Except as may be
described in the applicable prospectus supplement, there are no covenants or
other provisions in the indentures providing for a put or increased interest or
that would otherwise afford holders of debt securities additional protection in
the event of a recapitalization transaction, a change of control of us or a
transaction in which we incur or acquire a large amount of additional debt.

Certain Covenants

   Existence. Except as permitted under "--Merger, Consolidation or Sale" above
we will do or cause to be done all things necessary to preserve and keep our
legal existence, rights and franchises in full force and effect; provided,
however, that we will not be required to preserve any right or franchise if we
determine that the preservation of that right or franchise is no longer
desirable in the conduct of our business and that its loss is not
disadvantageous in any material respect to the holders of any debt securities.

   Maintenance of Properties. We will cause all of our material properties used
or useful in the conduct of our business or the business of any of our
subsidiaries to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and we will cause to be made
all necessary repairs, renewals, replacements, betterments and improvements for
those properties, as we in our judgment believe is necessary so that we may
carry on the business related to those properties properly and advantageously
at all times; provided, however, that we will not be prevented from selling or
otherwise disposing of our properties or the properties of our subsidiaries in
the ordinary course of business.

   Payment of Taxes and Other Claims. We will pay or discharge, or cause to be
paid or discharged, before they become delinquent,

     (1) all taxes, assessments and governmental charges levied or imposed
  upon us or any subsidiary of ours or upon our income, profits or property
  or that of any subsidiary of ours, and

     (2) all lawful claims for labor, materials and supplies which, if
  unpaid, might by law become a lien upon our property or any subsidiary of
  ours;

provided, however, that we will not be required to pay or discharge or cause to
be paid or discharged any tax, assessment, charge or claim the amount,
applicability or validity of which is being contested in good faith by
appropriate proceedings.

   Provision of Financial Information. Whether or not we are subject to Section
13 or 15(d) of the Exchange Act, we will, within 15 days of each of the
respective dates by which we are or would be required to file annual reports,
quarterly reports and other documents with the SEC pursuant to such Section 13
and 15(d):

                                       12
<PAGE>

     (1) file with the applicable trustee copies of the annual reports,
  quarterly reports and other documents that we are or would be required to
  file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; and

     (2) promptly upon written request and payment of the reasonable cost of
  duplication and delivery, supply copies of those documents to any
  prospective holder.

   Waiver of Certain Covenants. We may choose not to comply with any term,
provision or condition of the foregoing covenants, or with certain other terms,
provisions or conditions with respect to the debt securities of a series
(except any such term, provision or condition which could not be amended
without the consent of all holders of such series), if before or after the time
for compliance with the covenant, term, provision or condition, the holders of
at least a majority in principal amount of all outstanding debt securities of
the series either waive compliance in that instance or generally waive
compliance with that covenant or condition. Unless the holders expressly waive
compliance with a covenant and the waiver has become effective, our obligations
and the duties of the trustee in respect of the term, provision, or condition
will remain in full force and effect.

   Covenants Relating to Junior Subordinated Debt Securities. In the
subordinated indenture that governs the terms of the junior subordinated debt
securities we issue to a trust, in connection with the issuance of trust
securities, we will covenant that, so long as any preferred securities of the
trust remain outstanding, if there has occurred any event that would constitute
an event of default under the applicable trust guarantee or amended declaration
or if we have extended the interest payment periods of the junior subordinated
debt securities, we will not do any of the following:

     (1) declare or pay any dividend on, make any distributions with respect
  to, or redeem, purchase, acquire or make a liquidation payment with respect
  to, any of our capital stock, except for

    .  purchases or acquisitions of shares of common stock in connection
       with the satisfaction of our obligations under any employee benefit
       plans or the satisfaction of our obligations pursuant to any
       contract or security outstanding on the date of the event, which
       requires us to purchase shares of our common stock,

    .  as a result of a reclassification of our capital stock or the
       exchange or conversion of one class or series of our capital stock
       for another class or series of our capital stock, or

    .  the purchase of fractional interests in shares of our capital stock
       pursuant to the conversion or exchange provisions of the capital
       stock or the security being converted or exchanged;

     (2) make any payment of interest, principal or premium on, or repay,
  repurchase or redeem, any debt securities (including guarantees) we have
  issued which rank equally with or junior to the subordinated debt
  securities held by the applicable trust; or

     (3) make any guarantee payments on any obligations ranking equally with
  or junior to the subordinated debt securities held by the trust, except
  under the applicable trust guarantee.

   Additional Covenants. Any additional covenants with respect to any series of
debt securities will be described in the applicable prospectus supplement.

Events of Default, Notice and Waiver

   Except as otherwise described in the applicable prospectus supplement, each
indenture provides that the following events are "Events of Default" with
respect to any series of debt securities we may issue under those indentures:

     (1) we fail for 30 days to pay any installment of interest or any
  Additional Amounts payable on any debt security of that series;

     (2) we fail to pay the principal of, or any premium or Make-Whole Amount
  on, any debt security of that series when due, either at maturity,
  redemption or otherwise;

                                       13
<PAGE>

     (3) we fail to make any sinking fund payment when due as required for
  any debt security of that series;

     (4) we default in the performance or breach of any other covenant or
  agreement we made in the indenture other than a covenant added to the
  indenture solely for the benefit of another series of debt securities,
  which has continued for 60 days after written notice as provided for in
  accordance with the applicable indenture by the applicable trustee or the
  holders of at least 25% in principal amount of the outstanding debt
  securities of the affected series;

     (5) we default under a bond, debenture, note or other evidence of
  indebtedness for money borrowed by us or any subsidiary of ours that we
  have guaranteed that has a principal amount outstanding that is more than
  $10,000,000 (other than non-recourse indebtedness), which default has
  caused the indebtedness to become due and payable earlier than it would
  otherwise have become due and payable, and the acceleration has not been
  rescinded or annulled within 30 days after written notice was provided to
  us in accordance with the indenture;

     (6) certain events of bankruptcy, insolvency or reorganization occur;
  and

     (7) any other event of default specified in the applicable prospectus
  supplement occurs.

   If there is a continuing event of default under an indenture with respect to
outstanding debt securities of a series, then the applicable trustee or the
holders of not less than 25% of the total principal amount of the outstanding
debt securities of that series, voting as a single class, may declare
immediately due and payable the principal amount or other amount as may be
specified in the terms of the securities of and any premium or Make-Whole
Amount on, all of the debt securities of that series. However, at any time
after a declaration of acceleration with respect to any or all debt securities
of a series then outstanding has been made, but before a judgment or decree for
payment of the money due has been obtained by the applicable trustee, the
holders of not less than a majority in principal amount of the outstanding debt
securities of that series may cancel the acceleration if:

     (1) we deposit with the applicable trustee all required payments of the
  principal of, and any premium, Make-Whole Amount, interest or Additional
  Amounts, on the applicable debt securities, plus certain fees, expenses,
  disbursements and advances of the applicable trustee; and

     (2) all events of default, other than the nonpayment of accelerated
  principal, premium, Make-Whole Amount or other amounts or interest, with
  respect to the applicable debt securities have been cured or waived as
  provided in the indenture.

   Each indenture also provides that the holders of not less than a majority in
principal amount of the applicable outstanding debt securities of any series
may waive any past default with respect to those debt securities and its
consequences, except a default consisting of:

     (1) our failure to pay the principal of, and any premium, Make-Whole
  Amount, interest or Additional Amounts on, any debt security; or

     (2) a default relating to a covenant or provision contained in the
  applicable indenture that cannot be modified or amended without the consent
  of the holders of each outstanding debt security affected by the default.

   The trustee is generally required to give notice to the holders of debt
securities of each affected series within 90 days of a default of which the
trustee has actual knowledge under the applicable indenture unless the default
has been cured or waived. The trustee may withhold a notice of default unless
the default relates to:

     (1) our failure to pay the principal of, or any premium, Make-Whole
  Amount, interest or Additional Amounts on, a debt security of that series;
  or

     (2) any sinking fund installment for any debt security of that series,
  if the responsible officers of the trustee consider it to be in the
  interest of the holders.

                                       14
<PAGE>


   Each indenture provides that no holder of debt securities of any series may
institute a proceeding with respect to the indenture or for any remedy under
the indenture, unless the applicable trustee fails to act, for 60 days, after
(1) it has received a written request to institute proceedings in respect of an
event of default from the holders of not less than 25% in principal amount of
the outstanding debt securities of the series, as well as an offer of indemnity
reasonably satisfactory to the trustee and (2) no direction inconsistent with
such written request has been given to the trustee during that 60 day period by
the holders of a majority in principal amount of the outstanding securities of
the series. This provision will not prevent, however, any holder of debt
securities from instituting suit for the enforcement of payment of the
principal of, and any premium, Make-Whole Amount, interest or Additional
Amounts on, debt securities at their respective due dates.

   Subject to provisions in each indenture relating to the trustee's duties in
case of default, the trustee is not under an obligation to exercise any of its
rights or powers under any indenture at the request or direction of any holders
of any series of debt securities then outstanding, unless the holders have
offered to the trustee security or indemnity satisfactory to it. Subject to
these provisions for the indemnification of the trustee, the holders of not
less than a majority in principal amount of the applicable outstanding debt
securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the applicable trustee,
or of exercising any trust or power conferred upon the trustee. However, the
trustee may refuse to follow any direction which is in conflict with any law or
the applicable indenture, which may involve the trustee in personal liability
or which may be unduly prejudicial to the holders of debt securities of the
applicable series not joining in the direction.

   Within 120 days after the close of each fiscal year, we must deliver to each
trustee a certificate, signed by one of several specified officers, stating
such officer's knowledge of our compliance with all the conditions and
covenants under the applicable indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status of the
noncompliance.

Modification of the Indenture

   Modification and amendment of an indenture may be made only with the consent
of the holders of not less than a majority in principal amount of all
outstanding debt securities issued under the indenture which are affected by
the modification or amendment. However, no modification or amendment may,
without the consent of the holder of each debt security affected, do any of the
following:

     (1) change the stated maturity of the principal of, or any premium,
  Make-Whole Amount, installment of principal of, interest or Additional
  Amounts payable on, any debt security;

     (2) reduce the principal amount of, or the rate or amount of interest
  on, any premium, Make-Whole Amount payable on redemption of or any
  Additional Amounts payable with respect to, any debt security;

     (3) reduce the amount of principal of an original issue discount
  security, indexed security or any Make-Whole Amount that would be due and
  payable upon declaration of acceleration of the maturity of an original
  issue discount security or indexed security, or would be provable in
  bankruptcy, or adversely affect any right of repayment of the holder of any
  debt security;

     (4) change the place of payment or the currency or currencies of payment
  of the principal of, and any premium, Make-Whole Amount, interest or
  Additional Amounts on, any debt security;

     (5) impair the right to institute suit for the enforcement of any
  payment on or with respect to any debt security;

     (6) reduce the percentage of the holders of outstanding debt securities
  of any series necessary to modify or amend the applicable indenture, to
  waive compliance with certain provisions thereof or certain defaults and
  consequences thereunder, or to reduce the quorum or voting requirements
  contained in the applicable indenture;

     (7) make any change that adversely affects the right to convert or
  exchange any security or decrease the conversion or exchange rate or
  increase the conversion or exchange price of any security; or

                                       15
<PAGE>


     (8) modify any of the foregoing provisions or any of the provisions
  relating to the waiver of certain past defaults or certain covenants,
  except to increase the required percentage to effect such action or to
  provide that certain other provisions may not be modified or waived without
  the consent of the holder of the debt security.

   We and the relevant trustee may modify or amend an indenture, without the
consent of any holder of debt securities, for any of the following purposes:

     (1) to evidence the succession of another person to us as obligor under
  the indenture;

     (2) to add to the covenants for the benefit of the holders of all or any
  series of debt securities or to surrender any right or power conferred upon
  us in the indenture;

     (3) to add events of default for the benefit of the holders of all or
  any series of debt securities;

     (4) to add or change any provisions of an indenture to facilitate the
  issuance of, or to liberalize certain terms of, debt securities in bearer
  form, or to permit or facilitate the issuance of debt securities in
  uncertificated form, provided that such action shall not adversely affect
  the interests of the holders of the debt securities of any series in any
  material respect;

     (5) to add, change or eliminate any provisions of an indenture, provided
  that any such addition, change or elimination shall

    .  become effective only when there are no outstanding debt securities
       of any series created prior to the change or elimination which are
       entitled to the benefit of the applicable provision, or

    .  not apply to any outstanding debt securities created prior to the
       change or elimination;

     (6) to secure the debt securities;

     (7) to establish the form or terms of debt securities of any series,
  including the provisions and procedures, if applicable, for the conversion
  of the debt securities into our common stock or other securities or
  property of ours;

     (8) to provide for the acceptance or appointment of a successor trustee
  or facilitate the administration of the trusts under an indenture by more
  than one trustee;

     (9)  to cure any ambiguity, defect or inconsistency in an indenture,
  provided that the action does not adversely affect the interests of holders
  of debt securities of any series issued under the indenture;

     (10) to close an indenture with respect to the authentication and
  delivery of additional series of debt securities or to qualify, or maintain
  qualification of, an indenture under the Trust Indenture Act;

     (11) to supplement any of the provisions of an indenture to the extent
  necessary to permit or facilitate defeasance and discharge of any series of
  the debt securities; provided that, in each case above, the action does not
  adversely affect the interests of the holders of the debt securities of any
  series in any material respect; or

     (12) to make any provisions with respect to the conversion or exchange
  rights of the holders of any debt securities, including providing for the
  conversion or exchange of any debt securities into any of our securities or
  property.

Subordination

   Unless otherwise indicated in the applicable prospectus supplement for a
particular series of subordinated debt securities, the following subordinated
provisions will apply to the subordinated debt securities.

   The subordinated debt securities, including any junior subordinated debt
securities we issue in connection with the issuance of any trust preferred
securities by a trust, will be unsecured and subordinated in right of payment
to all of our existing and future secured and senior indebtedness. As a result,
upon any distribution to our creditors in a liquidation, dissolution,
bankruptcy, insolvency or reorganization, the payment of the principal of and
interest on the subordinated debt securities will be subordinated to the extent
provided in the

                                       16
<PAGE>

subordinated indenture in right of payment to the prior payment in full of all
our senior debt and our secured debt. Our obligation to make payments of the
principal of and interest on the subordinated debt securities will not
otherwise be affected.

   We may not make payments of principal or interest on the subordinated debt
securities at any time we are in default on any payment with respect to our
senior debt, or we have defaulted on any of our senior debt resulting in the
acceleration of the maturity of the senior debt, or if there is a judicial
proceeding pending with respect to our default on our senior debt and we have
received notice of the default. We may resume payments on the subordinated debt
securities when the default is cured or waived if the subordination provisions
of the subordinated indenture will permit us to do so at that time. After we
have paid all of our senior debt in full, holders of subordinated debt
securities will still be subrogated to the rights of holders of our senior debt
for the amount of distributions otherwise payable to holders of the
subordinated debt securities until the subordinated debt securities are paid in
full. Because of this subordination, in the event of a distribution of our
assets upon insolvency, certain of our general creditors may recover more on a
proportional basis than holders of the subordinated debt securities.

   Senior debt is defined in the subordinated indenture as the principal,
premium, if any, unpaid interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to us
whether or not a claim for post-filing interest is allowed in such proceeding),
fees, charges, expenses, reimbursement and indemnification obligations, and all
other amounts payable under or in respect of the types of debt generally
described below:

     (1) debt for money we have borrowed;

     (2) debt evidenced by a bond, note, debenture, or similar instrument
  (including purchase money obligations) whether or not given in connection
  with the acquisition of any business, property or assets, whether by
  purchase, merger, consolidation or otherwise, but not any account payable
  or other obligation created or assumed in the ordinary course of business
  in connection with the obtaining of materials or services;

     (3) debt which is a direct or indirect obligation which arises as a
  result of banker's acceptances or bank letters of credit issued to secure
  our obligations, or to secure the payment of revenue bonds issued for our
  benefit, whether contingent or otherwise;

     (4) any debt of others described in the preceding clauses (1) through
  (3) which we have guaranteed or for which we are otherwise liable;

     (5) debt secured by any mortgage, pledge, lien, charge, encumbrance or
  any security interest existing on our property;

     (6) our obligation as lessee under any lease of property which is
  reflected on our balance sheet as a capitalized lease;

     (7) any deferral, amendment, renewal, extension, supplement or refunding
  of any liability of the kind described in any of the preceding clauses (1)
  through (6); and

     (8) our obligations to make payments under the terms of financial
  instruments such as securities contracts and foreign currency exchange
  contracts, derivative instruments and other similar financial instruments.

   provided, however, that, in computing our debt, any particular debt will be
excluded if,

     (1) upon or prior to the maturity thereof, we have deposited in trust
  with a depositary, money (or evidence of indebtedness if permitted by the
  instrument creating such indebtedness) in the necessary amount to pay,
  redeem or satisfy that debt as it becomes due, and the amount so deposited
  will not be included in any computation of our assets; and

     (2) we have delivered an officers' certificate to the trustee that
  certifies that we have deposited in trust with the depositary the
  sufficient amount.

                                       17
<PAGE>

   Senior debt will exclude the following:

     (1) any debt referred to in paragraphs (1) through (6) above as to
  which, in the instrument creating or evidencing the debt or under which the
  debt is outstanding, it is provided that the debt is not superior in right
  of payment to our subordinated debt securities, or ranks equal with the
  subordinated debt securities;

     (2) our subordinated debt securities;

     (3) any debt of ours which when incurred and without respect to any
  election under Section 1111(b) of the United States Bankruptcy Code of
  1978, as amended, was without recourse to us;

     (4) debt to any employee of ours; and

     (5) all other junior subordinated debentures issued by us from time to
  time and sold to subsidiaries of ours, including any limited liability
  companies, partnerships or trust established or to be established by us, in
  each case where the subsidiary is similar in purpose to one of the trusts.

   There is no limit on the amount of senior debt or other debt that we may
incur. At June 30, 2000, our senior debt aggregated approximately $1.17
billion.

Discharge, Defeasance and Covenant Defeasance

   Unless the terms of a series of debt securities provides otherwise, under
each indenture, we may discharge certain obligations to holders of any series
of debt securities that have not already been delivered to the applicable
trustee for cancellation and that either have become due and payable or will
become due and payable within one year (or are scheduled for redemption within
one year). We can discharge these obligations by irrevocably depositing with
the applicable trustee funds in such currency or currencies in which the debt
securities are payable in an amount sufficient to pay the entire indebtedness
on the debt securities including the principal of, and any premium, Make-Whole
Amount, interest or Additional Amounts payable on, the debt securities to the
date of the deposit, if the debt securities have become due and payable or to
the stated maturity or redemption date, as the case may be.

   In addition, if the terms of the debt securities of a series permit us to do
so, we may elect either of the following:

     (1) to be defeased and be discharged from any and all obligations with
  respect to the debt securities of that series; except our obligations to

    .  pay any Additional Amounts upon the occurrence of certain tax and
       other events,

    .  register the transfer or exchange of the debt securities,

    .  replace temporary or mutilated, destroyed, lost or stolen debt
       securities,

    .  maintain an office or agency for the debt securities, and

    .  to hold moneys for payment in trust; or

     (2) to be defeased and discharged from our obligations with respect to
  the debt securities of that series described under "--Certain Covenants"
  or, if the terms of the debt securities of that series permit, our
  obligations with respect to any other covenant.

   If we choose to defease and discharge our obligations under the covenants,
any failure to comply with the obligations imposed on us by the covenants will
not constitute a default or an event of default with respect to the debt
securities of that series. However, to make either election we must irrevocably
deposit with the applicable trustee, in trust, an amount, in the currency or
currencies in which the debt securities are payable, or in government
obligations, or both, that will provide sufficient funds to pay the principal
of, and any premium, Make-Whole Amount, interest or Additional Amounts on, the
debt securities, and any mandatory sinking fund or analogous payments on the
debt securities, on the relevant scheduled due dates or upon redemption.

                                       18
<PAGE>

   We may defease and discharge our obligations as described in the preceding
paragraphs only if, among other things,

     (1) we have delivered to the applicable trustee an opinion of counsel to
  the effect that the holders of the debt securities will not recognize
  income, gain or loss for United States federal income tax purposes as a
  result of the defeasance or covenant defeasance described in the previous
  paragraphs and will be subject to United States federal income tax on the
  same amounts, in the same manner and at the same times as would have been
  the case if the defeasance or covenant defeasance had not occurred. In the
  case of defeasance the opinion of counsel must refer to and be based upon a
  ruling of the Internal Revenue Service or a change in applicable United
  States federal income tax laws occurring after the date of the indenture;

     (2) any defeasance does not result in, or constitute, a breach or
  violation of an indenture or any other material agreement which we are a
  party to or obligated under; and

     (3) no event of default, or event that with notice will be an event of
  default, has occurred and is continuing with respect to any securities
  subject to a defeasance.

   Unless otherwise provided in the applicable prospectus supplement, if, after
we have deposited funds and/or government obligations to effect defeasance or
covenant defeasance with respect to debt securities of any series:

     (1) the holder of a debt security of such series elects to receive
  payment in a currency in which the deposit was made in respect of the debt
  security, or

     (2) a conversion event (as defined below) occurs in respect of the
  currency in which the deposit was made,

the indebtedness represented by the debt security shall be deemed to have been,
and will be, fully discharged and satisfied through the payment of the
principal of, and any premium, Make-Whole Amount, interest or Additional
Amounts on, the debt security, as they become due, out of the proceeds yielded
by converting the amount so deposited in respect of the debt security into the
currency in which the debt security becomes payable as a result of the election
or such cessation of usage based on the applicable market exchange rate.

   Unless otherwise defined in the applicable prospectus supplement,
"conversion event" means the cessation of use of:

     (1) a currency, currency unit or composite currency issued by the
  government of one or more countries other than the United States both by
  the government of the country that issued such currency and for the
  settlement of transactions by a central bank or other public institutions
  of or within the international banking community, or

     (2) any currency unit or composite currency for the purposes for which
  it was established.

   Unless otherwise described in the applicable prospectus supplement, all
payments of principal of, and any premium, Make-Whole Amount, interest or
Additional Amounts on, any debt security that is payable in a foreign currency
that ceases to be used by its government of issuance will be made in United
States dollars.

   In the event we effect covenant defeasance with respect to any series of
debt securities and the debt securities are declared due and payable because of
the occurrence of any event of default other than:

     (1) the event of default described in clause (4) of the first paragraph
  under "--Events of Default, Notice and Waiver," which would no longer be
  applicable to the debt securities of that series, or

     (2) the event of default described in clause (7) under "--Events of
  Default, Notice and Waiver" with respect to a covenant as to which there
  has been covenant defeasance,

then the amount on deposit with the trustee will still be sufficient to pay
amounts due on the debt securities at the time of their stated maturity but may
not be sufficient to pay amounts due on the debt securities

                                       19
<PAGE>

at the time of the acceleration resulting from the event of default. In this
case, we would remain liable to make payment of such amounts due at the time
of acceleration.

   The applicable prospectus supplement may describe further provisions, if
any, permitting defeasance or covenant defeasance, including any modifications
to the provisions described above, with respect to a particular series of debt
securities.

Conversion and Exchange Rights

   The terms on which debt securities of any series are convertible into or
exchangeable for our common stock or other securities or property of ours will
be set forth in the applicable prospectus supplement. These terms will
include:

     (1) the conversion or exchange price, or manner for calculating a price;

     (2) the exchange or conversion period; and

     (3) whether the conversion or exchange is mandatory, at the option of
  the holder, or at our option.

   The terms may also include calculations pursuant to which the number of
shares of our common stock or other securities or property to be received by
the holders of debt securities would be determined according to the market
price of our common stock or other securities or property of ours as of a time
stated in the prospectus supplement. The conversion exchange price of any debt
securities of any series that is convertible into our common stock may be
adjusted for any stock dividends, stock splits, reclassification, combinations
or similar transactions, as described in the applicable prospectus supplement.

Governing Law

   The indentures are governed by and will be construed in accordance with the
laws of the State of New York.

Redemption of Debt Securities

   If so specified in the applicable prospectus supplement, debt securities of
any series may be wholly or partially redeemed at our option, at any time. The
debt securities may also be subject to optional or mandatory redemption on
terms and conditions described in the applicable prospectus supplement.

   From and after notice has been given as provided in the indenture, if funds
for the redemption of any debt securities called for redemption have been made
available on the redemption date, the debt securities will cease to bear
interest on the date fixed for the redemption specified in the notice, and the
only right of the holders of the debt securities will be to receive payment of
the redemption price.

Concerning the Trustee

   The Chase Manhattan Bank is one of a number of banks with which we maintain
banking relationships in the ordinary course of business. Our banking
relationship with The Chase Manhattan Bank includes providing us with $200
million of short-term funding due in November 2000, providing custodial
services in connection with our bond and stock portfolios, serving as trustee
under the indentures involving our debt securities, and providing us with
general banking services. Upon the occurrence of an event of default or an
event which, after notice or lapse of time or both, would become an event of
default under a series of senior debt securities or subordinated debt
securities, or upon the occurrence of a default under another indenture under
which The Chase Manhattan Bank serves as trustee, the trustee may be deemed to
have a conflicting interest with respect to the other debt securities as to
which we are not in default for purposes of the Trust Indenture Act and,
accordingly, may be required to resign as trustee under the applicable
indenture. In that event, we would be required to appoint a successor trustee.

                                      20
<PAGE>

                         DESCRIPTION OF PREFERRED STOCK

   The following outlines some of the provisions of the preferred stock that we
may offer from time to time. The specific terms of a series of preferred stock
will be described in the applicable prospectus supplement relating to that
series of preferred stock. The following description of the preferred stock and
any description of preferred stock in a prospectus supplement may not be
complete and is subject to and qualified in its entirety by reference to the
certificate of designations relating to the particular series of preferred
stock, which we will file with the SEC at or prior to the time of sale of the
preferred stock.

General

   Under our restated certificate of incorporation, our board of directors is
authorized, without stockholder approval, to adopt resolutions providing for
the issuance of up to 25,000,000 shares of preferred stock par value $.10 per
share, in one or more series.

   For each series of preferred stock the board of directors may fix the voting
powers, designations, preferences and rights, and qualifications, limitations
or restrictions of the series. The board will fix these terms by resolution
adopted before we issue any shares of the series of preferred stock.

   In addition, as described under "DESCRIPTION OF DEPOSITARY SHARES," we may,
instead of offering full shares of any series of preferred stock, offer
depositary shares evidenced by depositary receipts, each representing a
fraction of a share of the particular series of preferred stock issued and
deposited with a depositary. The fraction of a share of preferred stock which
each depositary share represents will be set forth in the prospectus supplement
relating to the depositary shares.

   The prospectus supplement relating to the particular series of preferred
stock will contain a description of the specific terms of that series as fixed
by the board of directors, including, as applicable:

  .  the offering price at which we will issue the preferred stock;

  .  the title, designation of number of shares and stated value of the
     preferred stock;

  .  the dividend rate or method of calculation, the payment dates for
     dividends and the place or places where the dividends will be paid,
     whether dividends will be cumulative or noncumulative, and, if
     cumulative, the dates from which dividends will begin to cumulate;

  .  any conversion or exchange rights;

  .  whether the preferred stock will be subject to redemption and the
     redemption price and other terms and conditions relative to the
     redemption rights;

  .  any liquidation rights;

  .  any sinking fund provisions;

  .  any voting rights; and

  .  any other rights, preferences, privileges, limitations and restrictions
     that are not inconsistent with the terms of our restated certificate of
     incorporation.

   When we issue and receive payment for shares of preferred stock, the shares
will be fully paid and nonassessable, and for each share issued, a sum equal to
the stated value will be credited to our preferred stock account. Holders of
preferred stock will not have any preemptive or subscription rights to acquire
more of our stock. Unless otherwise specified in the prospectus supplement
relating to a particular series of preferred stock, each series of preferred
stock will rank on a parity in all respects with each other series of preferred
stock and prior to our common stock as to dividends and any distribution of our
assets.


                                       21
<PAGE>

   The rights of holders of the preferred stock offered may be adversely
affected by the rights of holders of any shares of preferred stock that may be
issued in the future. Our board of directors may cause shares of preferred
stock to be issued in public or private transactions for any proper corporate
purposes and may include issuances to obtain additional financing in connection
with acquisitions, and issuances to officers, directors and employees pursuant
to benefit plans. Our board of directors' ability to issue shares of preferred
stock may discourage attempts by others to acquire control of us without
negotiation with our board of directors, as it may make it difficult for a
person to complete an acquisition of us without negotiating with our board.

Redemption

   If so specified in the applicable prospectus supplement, a series of
preferred stock may be redeemable at any time, in whole or in part, at our
option or the holder's, and may be mandatorily redeemed.

   Any restriction on the repurchase or redemption by us of our preferred stock
while we are in arrears in the payment of dividends will be described in the
applicable prospectus supplement.

   Any partial redemptions of preferred stock will be made in a way that our
board of directors decides is equitable.

   Unless we default in the payment of the redemption price, dividends will
cease to accrue after the redemption date of shares of preferred stock called
for redemption and all rights of holders of these shares will terminate except
for the right to receive the redemption price.

Dividends

   Holders of each series of preferred stock will be entitled to receive cash
dividends when, as and if declared by our board of directors out of funds
legally available for dividends. The rates and dates of payment of dividends
will be set forth in the applicable prospectus supplement relating to each
series of preferred stock. Dividends will be payable to holders of record of
preferred stock as they appear on our books on the record dates fixed by the
board of directors. Dividends on any series of preferred stock may be
cumulative or noncumulative.

   We may not declare, pay or set apart funds for payment of dividends on a
particular series of preferred stock unless full dividends on any other series
of preferred stock that ranks equally with or senior to the series of preferred
stock have been paid or sufficient funds have been set apart for payment for
either of the following:

  .  all prior dividend periods of the other series of preferred stock that
     pay dividends on a cumulative basis; or

  .  the immediately preceding dividend period of the other series of
     preferred stock that pay dividends on a noncumulative basis.

   Partial dividends declared on shares of any series of preferred stock and
other series of preferred stock ranking on an equal basis as to dividends will
be declared pro rata. A pro rata declaration means that the ratio of dividends
declared per share to accrued dividends per share will be the same for both
series of preferred stock.

Liquidation Preference

   In the event of our liquidation, dissolution or winding-up, holders of each
series of our preferred stock will have the right to receive distributions upon
liquidation in the amount described in the applicable prospectus supplement
relating to each series of preferred stock, plus an amount equal to any accrued
and unpaid dividends. These distributions will be made before any distribution
is made on the common stock or on any securities ranking junior to the
preferred stock upon liquidation, dissolution or winding-up.

                                       22
<PAGE>

   If the liquidation amounts payable relating to the preferred stock of any
series and any other securities ranking on a parity regarding liquidation
rights are not paid in full, the holders of the preferred stock of these series
and other securities will have the right to a ratable portion of our available
assets, up to the full liquidation preference. Holders of these series of
preferred stock or other securities will not be entitled to any other amounts
from us after they have received their full liquidation preference.

Voting Rights

   The holders of shares of preferred stock will have no voting rights, except:

  .  as otherwise stated in the applicable prospectus supplement;

  .  as otherwise stated in the certificate of designations establishing the
     series; or

  .  as required by applicable law.

Transfer Agent and Registrar

   The transfer agent, registrar and dividend disbursement agent for the
preferred stock will be stated in the applicable prospectus supplement. The
registrar for shares of preferred stock will send notices to shareholders of
any meetings at which holders of the preferred stock have the right to elect
directors or to vote on any other matter.

                                       23
<PAGE>

                        DESCRIPTION OF DEPOSITARY SHARES

   The following briefly summarizes the provisions of the depositary shares and
depositary receipts that we may issue from time to time and which would be
important to holders of depositary receipts, other than pricing and related
terms which will be disclosed in the applicable prospectus supplement. The
prospectus supplement will also state whether any of the generalized provisions
summarized below do not apply to the depositary shares or depositary receipts
being offered. The following description and any description in a prospectus
supplement may not be complete and is subject to, and qualified in its entirety
by reference to the terms and provisions of the deposit agreement which we will
file with the SEC at or prior to the time we issue the depositary shares.

Description of Depositary Shares

   We may offer depositary shares evidenced by depositary receipts. Each
depositary receipt represents a fraction of a share of the particular series of
preferred stock issued and deposited with a depositary. The fraction of a share
of preferred stock which each depositary share represents will be set forth in
the applicable prospectus supplement.

   We will deposit the shares of any series of preferred stock represented by
depositary shares according to the provisions of a deposit agreement to be
entered into between us and a bank or trust company which we will select as our
preferred stock depositary. The depositary must have its principal office in
the United States and have a combined capital and surplus of at least
$50,000,000. We will name the depositary in the applicable prospectus
supplement. Each owner of a depositary share will be entitled to all the rights
and preferences of the underlying preferred stock in proportion to the
applicable fraction of a share of preferred stock represented by the depositary
share. These rights include dividend, voting, redemption, conversion and
liquidation rights. The depositary will send the holders of depositary shares
all reports and communications that we deliver to the depositary and which we
are required to furnish to the holders of depositary shares.

Depositary Receipts

   The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
anyone who is buying the fractional shares of preferred stock in accordance
with the terms of the applicable prospectus supplement.

   While definitive engraved depositary receipts (certificates) are being
prepared, we may instruct the depositary to issue temporary depositary
receipts, which will entitle holders to all the rights of the definitive
depositary receipts and be substantially in the same form. The depositary will
prepare definitive depositary receipts without unreasonable delay, and we will
pay for the exchange of your temporary depositary receipts for definitive
depositary receipts.

Withdrawal of Preferred Stock

   A holder of depositary shares may receive the number of whole shares of the
series of preferred stock and any money or other property represented by the
holder's depositary receipts after surrendering the depositary receipts at the
corporate trust office of the depositary. Partial shares of preferred stock
will not be issued. If the surrendered depositary shares exceed the number of
depositary shares that represent the number of whole shares of preferred stock
the holder wishes to withdraw, then the depositary will deliver to the holder
at the same time a new depositary receipt evidencing the excess number of
depositary shares. Once the holder has withdrawn the preferred stock, the
holder will not be entitled to re-deposit that preferred stock under the
deposit agreement or to receive depositary shares in exchange for such
preferred stock. We do not expect that there will be any public trading market
for withdrawn shares of preferred stock.

                                       24
<PAGE>

Dividends and Other Distributions

   The depositary has agreed to pay to holders of depositary shares the cash
dividends or other cash distributions it receives on preferred stock, after
deducting its fees and expenses. Each holder will receive these distributions
in proportion to the number of depositary shares owned by the holder. The
depositary will distribute only whole U.S. dollars and cents. The depositary
will add any fractional cents not distributed to the next sum received for
distribution to record holders of depositary shares.

   In the event of a non-cash distribution, the depositary will distribute
property to the record holders of depositary shares, unless the depositary
determines that it is not feasible to make such a distribution. If this occurs,
the depositary may, with our approval, sell the property and distribute the net
proceeds from the sale to the holders.

Redemption of Depositary Shares

   If the series of preferred stock represented by depositary shares is subject
to redemption, then we will give the necessary proceeds to the depositary. The
depositary will then redeem the depositary shares using the funds they received
from us for the preferred stock. The depositary will notify the record holders
of the depositary shares to be redeemed not less than 30 nor more than 60 days
before the date fixed for redemption at the holders' addresses appearing in the
depositary's books. The redemption price per depositary share will be equal to
the redemption price payable per share for the applicable series of the
preferred stock and any other amounts per share payable with respect to the
preferred stock multiplied by the fraction of a share of preferred stock
represented by one depositary share. Whenever we redeem shares of preferred
stock held by the depositary, the depositary will redeem the depositary shares
representing the shares of preferred stock on the same day. If fewer than all
the depositary shares of a series are to be redeemed, the depositary shares
will be selected by lot or ratably as the depositary will decide.

   After the date fixed for redemption, the depositary shares called for
redemption will no longer be considered outstanding. Therefore, all rights of
holders of the depositary shares will cease, except that the holders will still
be entitled to receive any cash payable upon the redemption and any money or
other property to which the holder was entitled at the time of redemption.

Voting the Preferred Stock

   Upon receipt of notice of any meeting at which the holders of preferred
stock are entitled to vote, the depositary will notify holders of depositary
shares of the upcoming vote and arrange to deliver our voting materials to the
holders. The record date for determining holders of depositary shares that are
entitled to vote will be the same as the record date for the preferred stock.
The materials the holders will receive will (1) describe the matters to be
voted on and (2) explain how the holders, on a certain date, may instruct the
depositary to vote the shares of preferred stock underlying the depositary
shares. For instructions to be valid, the depositary must receive them on or
before the date specified. The depositary will try, as far as practical, to
vote the shares as instructed by the holder. We will do anything the depositary
asks us to do in order to enable it to vote as a holder has instructed. If any
holder does not instruct the depositary how to vote the holder's shares, the
depositary will abstain from voting those shares.

Conversion or Exchange

   The depositary will convert or exchange all depositary shares on the same
day that the preferred stock underlying the depositary shares is converted or
exchanged. In order for the depositary to do so, we will need to deposit the
other preferred stock, common stock or other securities into which the
preferred stock is to be converted or for which it will be exchanged.

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<PAGE>

   The exchange or conversion rate per depositary share will be equal to:

  .  the exchange or conversion rate per share of preferred stock, multiplied
     by the fraction of a share of preferred stock represented by one
     depositary share;

  .  plus all money and any other property represented by one depositary
     share; and

  .  including all amounts per depositary share paid by us for dividends that
     have accrued on the preferred stock on the exchange or conversion date
     and that have not yet been paid.

   The depositary shares, as such, cannot be converted or exchanged into other
preferred stock, common stock, securities of another issuer or any other
securities or property of us. Nevertheless, if so specified in the applicable
prospectus supplement, a holder of depositary shares may be able to surrender
the depositary receipts to the depositary with written instructions asking the
depositary to instruct us to convert or exchange the preferred stock
represented by the depositary shares into other shares of our preferred stock
or common stock or to exchange the preferred stock for securities of another
issuer. If the depositary shares carry this right, we would agree that, upon
the payment of any applicable fees, we will cause the conversion or exchange of
the preferred stock using the same procedures as we use for the delivery of
preferred stock. If a holder is only converting part of the depositary shares
represented by a depositary receipt, new depositary receipts will be issued for
any depositary shares that are not converted or exchanged.

Amendment and Termination of the Deposit Agreement

   We may agree with the depositary to amend the deposit agreement and the form
of depositary receipt without consent of the holder at any time. However, if
the amendment adds or increases fees or charges or prejudices an important
right of holders, it will only become effective with the approval of holders of
at least a majority of the affected depositary shares then outstanding. If an
amendment becomes effective, holders are deemed to agree to the amendment and
to be bound by the amended deposit agreement if they continue to hold their
depositary receipts.

   The deposit agreement automatically terminates if:

  .  all outstanding depositary shares have been redeemed;

  .  each share of preferred stock has been converted into or exchanged for
     common stock; or

  .  a final distribution in respect of the preferred stock has been made to
     the holders of depositary receipts in connection with our liquidation,
     dissolution or winding-up.

   We may also terminate the deposit agreement at any time we wish. If we do
so, the depositary will give notice of termination to the holders not less than
30 days before the termination date. Once depositary receipts are surrendered
to the depositary, it will send to each holder the number of whole or
fractional shares of the series of preferred stock underlying that holder's
depositary receipts.

Charges of Depositary and Expenses

   We will pay all transfer and other taxes and governmental charges in
connection with the existence of the depositary arrangements. We will pay
charges of the depositary for the initial deposit of the preferred stock and
any redemption of the preferred stock. Holders of depositary shares will pay
other transfer and other taxes and governmental charges and the charges that
are expressly provided in the deposit agreement to be for the holders account.

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<PAGE>

Limitations on Our Obligations and Liability to Holders of Depositary Receipts

   The deposit agreement expressly limits our obligations and the obligations
of the depositary. It also limits our liability and the liability of the
depositary as follows:

  .  we and the depositary are only obligated to take the actions
     specifically set forth in the deposit agreement in good faith;

  .  we and the depositary are not liable if either of us is prevented or
     delayed by law or circumstances beyond our control from performing our
     obligations under the deposit agreement;

  .  we and the depositary are not liable if either of us exercises
     discretion permitted under the deposit agreement;

  .  we and the depositary have no obligation to become involved in any legal
     or other proceeding related to the depositary receipts or the deposit
     agreement on your behalf or on behalf of any other party, unless you
     provide us with satisfactory indemnity; and

  .  we and the depositary may rely upon any written advice of counsel or
     accountants and on any documents we believe in good faith to be genuine
     and to have been signed or presented by the proper party.

   In the deposit agreement, we and the depositary will agree to indemnify each
other under certain circumstances.

Resignation and Removal of Depositary

   The depositary may resign at any time by notifying us of its election to do
so. In addition, we may remove the depositary at any time. The resignation or
removal will take effect when we appoint a successor depositary and it accepts
the appointment. We must appoint the successor depositary within 60 days after
delivery of the notice of resignation or removal and the new depositary must be
a bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.

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<PAGE>

                          DESCRIPTION OF COMMON STOCK

   The following briefly summarizes the provisions of our restated certificate
of incorporation and bylaws that would be important to holders of our common
stock. The following description may not be complete and is subject to, and
qualified in its entirety by reference to, the terms and provisions of our
restated certificate of incorporation and bylaws which we have filed as
exhibits to the registration statement which contains this prospectus.

General

   Under our restated certificate of incorporation, we are authorized to issue
a total of 725,000,000 shares of common stock having a par value of $.10 per
share. As of June 30, 2000 240,657,154 shares of common stock were outstanding,
which were held by approximately 22,866 shareholders of record. All outstanding
shares of common stock are fully paid and nonassessable. The common stock is
listed on the New York Stock Exchange.

   Holders of common stock do not have any conversion, redemption, preemptive
or cumulative voting rights. In the event of our dissolution, liquidation or
winding-up, common stockholders will share ratably in any assets remaining
after all creditors are paid in full, including holders of our debt securities,
and after the liquidation preference of holders of preferred stock has been
satisfied.

Dividends

   Holders of common stock are entitled to participate equally in dividends
when the board of directors declares dividends on shares of common stock out of
funds legally available for dividends. The rights of holders of common stock to
receive dividends are subject to the preferences of holders of preferred stock.

Voting Rights

   Holders of common stock are entitled to one vote for each share held of
record on all matters voted on by stockholders, including the election of
directors.

Liquidation Rights

   In the event of our liquidation, dissolution or winding-up, holders of
common stock have the right to a ratable portion of assets remaining after
satisfaction in full of the prior rights of our creditors, all liabilities, and
the total liquidation preferences of any outstanding shares of preferred stock.

Certain Provisions That May Have an Anti-Takeover Effect

   Our restated certificate of incorporation and bylaws and certain portions of
Delaware law, contain certain provisions that may have an anti-takeover effect.

   Board of Directors Classification. We have a staggered or classified board
of directors. Our board of directors is divided into three classes with the
members of each class serving a three-year term. The members of only one class
of directors are elected at any annual meeting of our stockholders. It
therefore takes at least two years to elect a majority of our directors.

   Business Combination. We cannot enter into business combinations with a
person who is an "interested stockholder" unless the business combination
transaction is approved by a vote of not less than 80% of the votes entitled to
be cast on the transaction, including a majority of the votes that are not the
votes of the interested stockholder.

   An "interested stockholder" is generally any person that owns, or has owned
in the two-year period prior to the date in question, shares of our voting
stock that represent 15% or more of the votes entitled to be cast by the
holders of the shares of our outstanding voting stock.

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<PAGE>

   A "business combination" is generally a merger or consolidation involving a
company, a disposition of a substantial part of the assets or securities of a
company, a liquidation or dissolution of a company, or a certain type of
reclassification of securities of a company.

   The supermajority vote requirements described above will not apply to
business combinations with interested stockholders if the transaction has been
approved by a majority of our directors (or their successors) who are not
affiliates of the interested stockholder and were our directors before the
interested stockholder became an interested stockholder.

   We are also subject to restrictions imposed by Delaware law on transactions
with interested stockholders. These restrictions are similar to the
restrictions contained in our restated certificate of incorporation described
above. In order to engage in any transaction that is subject to the provisions
of our restated certificate of incorporation or the provisions of Delaware law,
the requirements of both the restated certificate of incorporation and Delaware
law must be satisfied.

   Special Meetings of Stockholders. Only our Chairman of the Board, our Chief
Executive Officer or our President may call a special meeting of our
stockholders and these meetings are to be called by any such officer at the
request of a majority of the board of directors.

   Action of Stockholders Without a Meeting. Any action of our stockholders may
be taken at a meeting only and may not be taken by written consent.

   Amendment of Certificate of Incorporation. For us to amend our restated
certificate of incorporation, Delaware law requires that our board of directors
adopt a resolution setting forth any amendment, declare the advisability of the
amendment and call a stockholders' meeting to adopt the amendment. Generally,
amendments to our restated certificate of incorporation require the affirmative
vote of majority of our outstanding stock. As described below, however, certain
amendments to our restated certificate of incorporation may require a
supermajority vote.

   The vote of the holders of not less than 80% of the votes entitled to be
cast is required to adopt any amendment to our restated certificate of
incorporation that relates to the provisions of our restated certificate of
incorporation that govern the following matters:

  .  management of our business by the directors and classification of our
     board of directors;

  .  the ability of our stockholders to act by written consent; and

  .  the power of the board of directors and the stockholders to amend the
     bylaws.

   The vote of the holders of not less than 80% of the votes entitled to be
cast, including the majority of the votes that are not the votes of an
interested stockholder, is required to adopt any amendment to our restated
certificate of incorporation that relates to the provisions of our restated
certificate of incorporation that govern the following matters:

  .  the provisions regarding "business combinations" with interested
     stockholders; and

  .  the provisions setting forth the supermajority vote requirements for
     amending the restated certificate of incorporation.

   These supermajority vote provisions for amending the certificate of
incorporation do not apply if the amendment is recommended by a majority of our
directors (or their successors) who are not affiliates of an interested
stockholder and were our directors before the interested stockholder became an
interested stockholder.

   The provisions described above may discourage attempts by others to acquire
control of us without negotiation with our board of directors. This enhances
our board of directors' ability to attempt to promote the

                                       29
<PAGE>

interests of all of our stockholders. However, to the extent that these
provisions make us a less attractive takeover candidate, they may not always be
in our best interests or in the best interests of our stockholders. None of
these provisions is the result of any specific effort by a third party to
accumulate our securities or to obtain control of us by means of merger, tender
offer, solicitation in opposition to management or otherwise.

Transfer Agent and Registrar

   The transfer agent and registrar for shares of the common stock is Boston
EquiServe L.P.

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<PAGE>

                            DESCRIPTION OF WARRANTS

General

   We may issue warrants to purchase senior debt securities, subordinated debt
securities, preferred stock, common stock or any combination of these
securities and these warrants may be issued independently or together with any
underlying securities and may be attached or separate from the underlying
securities. We will issue each series of warrants under a separate warrant
agreement to be entered into between us and a warrant agent. The warrant agent
will act solely as our agent in connection with the warrants of such series
and will not assume any obligation or relationship of agency for or with
holders or beneficial owners of warrants. The following outlines some of the
general terms and provisions of the warrants. Further terms of the warrants
and the applicable warrant agreement will be stated in the applicable
prospectus supplement. The following description and any description of the
warrants in a prospectus supplement may not be complete and is subject to and
qualified in its entirety by reference to the terms and provisions of the
warrant agreement which we will file with the SEC at or prior to the time we
issue the warrants.

   The applicable prospectus supplement will describe the terms of any
warrants, including the following:

  .  the title of the warrants;

  .  the total number of warrants;

  .  the price or prices at which we will issue the warrants;

  .  the currency or currencies investors may use to pay for the warrants;

  .  the designation and terms of the underlying securities purchasable upon
     exercise of the warrants;

  .  the price at which and the currency or currencies, including composite
     currencies, in which investors may purchase the underlying securities
     purchasable upon exercise of the warrants;

  .  the date on which the right to exercise the warrants will commence and
     the date on which the right will expire;

  .  whether we will issue the warrants in registered form or bearer form;

  .  information with respect to book-entry procedures, if any;

  .  if applicable, the minimum or maximum amount of warrants which may be
     exercised at any one time;

  .  if applicable, the designation and terms of the underlying securities
     with which the warrants are issued and the number of warrants issued
     with each underlying security;

  .  if applicable, the date on and after which the warrants and the related
     underlying securities will be separately transferable;

  .  if applicable, a discussion of material United States federal income tax
     considerations;

  .  the identity of the warrant agent;

  .  the procedures and conditions relating to the exercise of the warrants;
     and

  .  any other terms of the warrants, including terms, procedures and
     limitations relating to the exchange and exercise of the warrants.

   Warrant certificates may be exchanged for new warrant certificates of
different denominations, and warrants may be exercised at the warrant agent's
corporate trust office or any other office indicated in the applicable
prospectus supplement. Prior to the exercise of their warrants, holders of
warrants exercisable for debt securities will not have any of the rights of
holders of the debt securities purchasable upon such exercise and will not be
entitled to payments of principal (or premium, if any) or interest, if any, on
the debt securities

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<PAGE>

purchasable upon such exercise. Prior to the exercise of their warrants,
holders of warrants exercisable for shares of preferred stock or common stock
will not have any rights of holders of the preferred stock or common stock
purchasable upon such exercise and will not be entitled to dividend payments,
if any, or voting rights of the preferred stock or common stock purchasable
upon such exercise.

Exercise of Warrants

   A warrant will entitle the holder to purchase for cash an amount of
securities at an exercise price that will be stated in, or that will be
determinable as described in, the applicable prospectus supplement. Warrants
may be exercised at any time up to the close of business on the expiration date
set forth in the applicable prospectus supplement. After the close of business
on the expiration date, unexercised warrants will become void.

   Warrants may be exercised as set forth in the applicable prospectus
supplement. Upon receipt of payment and the warrant certificate properly
completed and duly executed at the corporate trust office of the warrant agent
or any other office indicated in the prospectus supplement, we will, as soon as
practicable, forward the securities purchasable upon such exercise. If less
than all of the warrants represented by such warrant certificate are exercised,
a new warrant certificate will be issued for the remaining warrants.

Enforceability of Rights; Governing Law

   The holders of warrants, without the consent of the warrant agent, may, on
their own behalf and for their own benefit, enforce, and may institute and
maintain any suit, action or proceeding against us to enforce their rights to
exercise and receive the securities purchasable upon exercise of their
warrants. Unless otherwise stated in the prospectus supplement, each issue of
warrants and the applicable warrant agreement will be governed by the laws of
the State of New York.

                    DESCRIPTION OF STOCK PURCHASE CONTRACTS
                            AND STOCK PURCHASE UNITS

   We may issue stock purchase contracts, representing contracts obligating
holders to purchase from us, and obligating us to sell to the holders, a
specified number of shares of our common stock at a future date or dates. The
price per share of common stock may be fixed at the time the stock purchase
contracts are issued or may be determined by reference to a specific formula
contained in the stock purchase contracts. The stock purchase contracts may be
issued separately or as a part of units consisting of a stock purchase contract
and our senior debt securities or subordinated debt securities or debt
obligations of third parties, including U.S. Treasury securities, securing the
holders' obligations to purchase the common stock under the stock purchase
contracts.

   Stock purchase contracts may require us to make periodic payments to the
holders of the units or vice versa, and these payments may be unsecured or
prefunded on some basis. The stock purchase contracts may require holders to
secure their obligations under the contracts in a specific manner.

   The applicable prospectus supplement will describe the terms of any stock
purchase contracts or units. The description in the applicable prospectus
supplement will not purport to be complete and will be qualified in its
entirety by reference to the stock purchase contracts and, if applicable,
collateral arrangements and depositary arrangements relating to such stock
purchase contracts or units.

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<PAGE>

                      DESCRIPTION OF PREFERRED SECURITIES

General

   The following summary outlines the material terms and provisions of the
preferred securities that the trusts may offer. The particular terms of any
preferred securities a trust offers and the extent if any to which these
general terms and provisions may or may not apply to the preferred securities
will be described in the applicable prospectus supplement.

   Each trust will issue the preferred securities under an amended
declaration, which we will enter into with the trustees. The amended
declaration for each trust is subject to and governed by the Trust Indenture
Act of 1939 and The Chase Manhattan Bank, an independent trustee, will act as
property trustee under each amended declaration for the purposes of compliance
with the provisions of the Trust Indenture Act. The terms of the preferred
securities will be those contained in the applicable amended declaration and
those made part of the amended declaration by the Trust Indenture Act. The
following summary may not be complete and is subject to and qualified in its
entirety by reference to the form of amended declaration, which is filed as an
exhibit to the registration statement which contains this prospectus, and the
Trust Indenture Act.

Terms

   Each amended declaration will provide that a trust may issue, from time to
time, only one series of preferred securities and one series of common
securities. The preferred securities will be offered to investors and the
common securities will initially be held by us. The terms of the preferred
securities, as a general matter, will mirror the terms of the junior
subordinated debt securities that we will issue to a trust in exchange for the
proceeds of the sales of the preferred and common securities. If we fail to
make a payment on the junior subordinated debt securities, the trust holding
those securities will not have sufficient funds to make related payments,
including distributions, on its preferred securities.

   You should refer to the applicable prospectus supplement relating to the
preferred securities for specific terms of the preferred securities,
including, but not limited to:

     (1) the distinctive designation of the preferred securities;

     (2) the total and per security liquidation amount of the preferred
  securities;

     (3) the annual distribution rate, or method of determining the rate at
  which the trust issuing the securities will pay distributions, on the
  preferred securities and the date or dates from which distributions will
  accrue;

     (4) the date or dates on which the distributions will be payable and any
  corresponding record dates;

     (5) whether distributions on preferred securities will be cumulative,
  and, in the case of preferred securities having cumulative distribution
  rights, the date or dates or method of determining the date or dates from
  which distributions on preferred securities will be cumulative;

     (6) the right, if any, to defer distributions on the preferred
  securities upon extension of the interest payment period of the related
  junior subordinated debt securities;

     (7) whether the preferred securities are to be issued in book-entry form
  and represented by one or more global certificates and, if so, the
  depositary for the global certificates and the specific terms of the
  depositary arrangement;

     (8) the amount or amounts which will be paid out of the assets of the
  trust issuing the securities to the holders of preferred securities upon
  voluntary or involuntary dissolution, winding-up or termination of the
  trust issuing the securities;

     (9) any obligation of the trust issuing the securities to purchase or
  redeem preferred securities and the terms and conditions relating to any
  redemption obligation;

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<PAGE>

     (10) any voting rights of the preferred securities;

     (11) any terms and conditions upon which the junior subordinated debt
  securities held by the trust issuing the securities may be distributed to
  holders of preferred securities;

     (12) any securities exchange on which the preferred securities will be
  listed; and

     (13) any other relevant rights, preferences, privileges, limitations or
  restrictions of the preferred securities not inconsistent with the amended
  declaration or with applicable law.

   We will guarantee the preferred securities to the extent described below
under "DESCRIPTION OF TRUST GUARANTEES." Our guarantee, when taken together
with our obligations under the junior subordinated debt securities and the
related subordinated indenture, and our obligations under the amended
declaration, would provide a full and unconditional guarantee of amounts due on
any preferred securities. Certain United States federal income tax
considerations applicable to any offering of preferred securities will be
described in the applicable prospectus supplement.

Liquidation Distribution Upon Dissolution

   Unless otherwise specified in an applicable prospectus supplement, each
amended declaration states that each trust will be dissolved:

  .  on the expiration of the term of that trust;

  .  upon our bankruptcy, dissolution or liquidation;

  .  upon our written direction to the property trustee to dissolve the trust
     and distribute the related junior subordinated debt securities directly
     to the holders of the trust securities;

  .  upon the redemption of all of the preferred securities in connection
     with the redemption of all of the related junior subordinated debt
     securities; or

  .  upon entry of a court order for the dissolution of the trust.

   Unless otherwise specified in an applicable prospectus supplement, in the
event of a dissolution as described above other than in connection with
redemption, after a trust satisfies all liabilities to its creditors as
provided by applicable law, each holder of the preferred or common securities
issued by that trust will be entitled to receive:

  .  the related junior subordinated debt securities in an aggregate
     principal amount equal to the aggregate liquidation amount of the
     preferred or common securities held by the holder; or

  .  if any distribution of the related junior subordinated debt securities
     is determined by the property trustee not to be practical, cash equal to
     the aggregate liquidation amount of the preferred or common securities
     held by the holder, plus accumulated and unpaid distributions to the
     date of payment.

   If a trust cannot pay the full amount due on its preferred and common
securities because it has insufficient assets available for payment, then the
amounts payable by that trust on its preferred and common securities will be
paid on a pro rata basis. However, if certain payment events of default under
the subordinated indenture have occurred and are continuing with respect to any
series of related junior subordinated debt securities, the total amounts due on
the preferred securities will be paid before any distribution on the common
securities.

Events of Default

   The following will be events of default under each amended declaration:

  .  an event of default under the subordinated indenture occurs with respect
     to any related series of junior subordinated debt securities; or

  .  any other event of default specified in the applicable prospectus
     supplement occurs.

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<PAGE>

   If an event of default with respect to a related series of junior
subordinated debt securities occurs and is continuing under the subordinated
indenture, and the subordinated indenture trustee or the holders of not less
than 25% in principal amount of the related junior subordinated debt securities
outstanding fail to declare the principal amount of all of such junior
subordinated debt securities to be immediately due and payable, the holders of
at least 25% in aggregate liquidation amount of the outstanding preferred
securities of the trust holding the junior subordinated debt securities, will
have the right to declare such principal amount immediately due and payable by
providing written notice to us, the applicable property trustee and the
subordinated indenture trustee.

   At any time after a declaration of acceleration has been made with respect
to a related series of junior subordinated debt securities and before a
judgment or decree for payment of the money due has been obtained, the holders
of a majority in liquidation amount of the affected preferred securities may
rescind any declaration of acceleration with respect to the related junior
subordinated debt securities and its consequences:

  .  if we deposit with the subordinated indenture trustee funds sufficient
     to pay all overdue principal of and premium and interest on the related
     junior subordinated debt securities and other amounts due to the
     subordinated indenture trustee and the property trustee; and

  .  if all existing events of default with respect to the related junior
     subordinated debt securities have been cured or waived except non-
     payment of principal on the related junior subordinated debt securities
     that has become due solely because of the acceleration.

   The holders of a majority in liquidation amount of the affected preferred
securities may waive any past default under the subordinated debenture
indenture with respect to related junior subordinated debt securities, other
than a default in the payment of principal of, or any premium or interest on,
any related junior subordinated debenture or a default with respect to a
covenant or provision that cannot be amended or modified without the consent of
the holder of each affected outstanding related junior subordinated debenture.
In addition, the holders of at least a majority in liquidation amount of the
affected preferred securities may waive any past default under the amended
declaration.

   The holders of a majority in liquidation amount of the affected preferred
securities shall have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the property trustee or
to direct the exercise of any trust or power conferred on the property trustee
under the amended declaration.

   A holder of preferred securities may institute a legal proceeding directly
against us, without first instituting a legal proceeding against the property
trustee or anyone else, for enforcement of payment to the holder of principal
and any premium or interest on the related series of junior subordinated debt
securities having a principal amount equal to the aggregate liquidation amount
of the preferred securities of the holder, if we fail to pay principal and any
premium or interest on the related series of junior subordinated debt
securities when payable.

   We are required to furnish annually, to the property trustee for each trust,
officers' certificates to the effect that, to the best knowledge of the
individuals providing the certificates, we and each trust are not in default
under the applicable amended declaration or, if there has been a default,
specifying the default and its status.

Consolidation, Merger or Amalgamation of the Trust

   No trust may merge with or into, amalgamate, consolidate, or be replaced by,
or convey, transfer or lease its properties and assets substantially as an
entirety to, any entity, except as described below or as described in "--
Liquidation Distribution Upon Dissolution." A trust may, with the consent of
the administrative trustees but without the consent of the holders of the
outstanding preferred securities or the other trustees of that trust,

                                       35
<PAGE>


merge with or into, amalgamate, consolidate, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to, a
trust organized under the laws of any State if:

     (1) the successor entity either:

    .  expressly assumes all of the obligations of the trust relating to its
       preferred securities, or

    .  substitutes for the trust's preferred securities other securities
       having substantially the same terms as the preferred securities, so
       long as the substituted successor securities rank the same as the
       preferred securities for distributions and payments upon liquidation,
       redemption and otherwise;

     (2) we appoint a trustee of the successor entity who has substantially
  the same powers and duties as the property trustee of the trust;

     (3) the successor securities are listed or traded, or any substituted
  successor securities will be listed upon notice of issuance, on the same
  national securities exchange or other organization on which the preferred
  securities are then listed or traded;

     (4) the merger event does not cause the preferred securities or any
  substituted successor securities to be downgraded by any national rating
  agency;

     (5) the merger event does not adversely affect the rights, preferences
  and privileges of the holders of the preferred securities or any
  substituted successor securities in any material respect;

     (6) the successor entity has a purpose substantially identical to that
  of the trust that issued the securities;

     (7) prior to the merger event, we shall provide to the property trustee
  an opinion of counsel from a nationally recognized law firm stating that:

    .  the merger event does not adversely affect the rights, preferences
       and privileges of the holders of the trust's preferred securities in
       any material respect, and

    .  following the merger event, neither the trust nor the successor
       entity will be required to register as an investment company under
       the Investment Company Act of 1940; and

     (8) we own or our permitted transferee owns, all of the common
  securities of the successor entity and we guarantee or our permitted
  transferee guarantees the obligations of the successor entity under the
  substituted successor securities at least to the extent provided under the
  applicable preferred securities guarantee.

   In addition, unless all of the holders of the preferred securities approve
otherwise, no trust may consolidate, amalgamate or merge with or into, or 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, amalgamate, merge with or into or replace it if the
transaction would cause that trust or the successor entity to be taxable as a
corporation or classified other than as a grantor trust for United States
federal income tax purposes.

Voting Rights

   Unless otherwise specified in the applicable prospectus supplement, the
holders of the preferred securities will have no voting rights except as
discussed below and under "--Amendment to the Trust Agreement" and
"DESCRIPTION OF TRUST GUARANTEES--Modification of the Trust Guarantee;
Assignment" and as otherwise required by law.

   If any proposed amendment to an amended declaration provides for, or the
trustees of a trust otherwise propose to effect:

  .  any action that would adversely affect the powers, preferences or
     special rights of the preferred securities in any material respect,
     whether by way of amendment to the amended declaration or otherwise; or

  .  the dissolution, winding-up or termination of a trust other than
     pursuant to the terms of the amended declaration,

                                      36
<PAGE>

then the holders of the affected preferred securities as a class will be
entitled to vote on the amendment or proposal. In that case, the amendment or
proposal will be effective only if approved by the holders of at least a
majority in aggregate liquidation amount of the affected preferred securities.

   Without obtaining the prior approval of the holders of a majority in
aggregate liquidation amount of the preferred securities issued by a trust, the
trustees of that trust may not:

  .  direct the time, method and place of conducting any proceeding for any
     remedy available to the subordinated indenture trustee for any related
     junior subordinated debt securities or direct the exercise of any trust
     or power conferred on the property trustee with respect to the related
     junior subordinated debt securities;

  .  waive any default that is waivable under the subordinated indenture with
     respect to any related junior subordinated debt securities;

  .  cancel an acceleration of the principal of the related junior
     subordinated debt securities; or

  .  consent to any amendment, modification or termination of the
     subordinated indenture or any related junior subordinated debt
     securities where consent is required.

However, if a consent under the subordinated indenture requires the consent of
each affected holder of the related junior subordinated debt securities, then
the property trustee must obtain the prior consent of each holder of the
preferred securities of the trust that holds the related junior subordinated
debt securities. In addition, before taking any of the foregoing actions, we
will provide to the property trustee an opinion of counsel experienced in such
matters to the effect that, as a result of such actions, the trust will not be
taxable as a corporation or classified as other than a grantor trust for United
States federal income tax purposes.

   The property trustee will notify all preferred securities holders of a trust
of any notice of default received from the subordinated indenture trustee with
respect to the junior subordinated debt securities held by that trust.

   Any required approval of the holders of preferred securities may be given at
a meeting of the holders of the preferred securities convened for the purpose
or pursuant to written consent. The applicable property trustee will cause a
notice of any meeting at which holders of securities are entitled to vote to be
given to each holder of record of the preferred securities at the holder's
registered address at least 15 days and not more than 90 days before the
meeting.

   No vote or consent of the holders of the trust securities will be required
for a trust to redeem and cancel its trust securities in accordance with its
amended declaration.

   Notwithstanding that 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 by us, any trustee or any affiliate of a
trustee or ours will, for purposes of any vote or consent, be treated as if
they were not outstanding. Preferred securities held by us or any of our
affiliates may be exchanged for related junior subordinated debt securities at
the election of the holder.

Amendment to the Trust Agreement

   An amended declaration may be amended from time to time by us and the
property trustee and the administrative trustees of each trust without the
consent of the holders of the preferred securities of that trust to:

  .  cure any ambiguity or correct or supplement any provision which may be
     inconsistent with any other provisions with respect to matters or
     questions arising under the amended declaration, in each case to the
     extent that the amendment does not adversely affect the interests of any
     holder of the preferred securities in any material respect; or

  .  modify, eliminate or add to any provisions to the extent necessary to
     ensure that the trust will not be taxable as a corporation or classified
     as other than a grantor trust for United States federal income tax
     purposes, to ensure that the junior subordinated debt securities held by
     the trust are treated as indebtedness for United States federal income
     tax purposes or to ensure that the trust will not be required to
     register as an investment company under the Investment Company Act of
     1940.

                                       37
<PAGE>

   Other amendments to an amended declaration of trust may be made by us and
the trustees of that trust upon approval of the holders of a majority in
aggregate liquidation amount of the outstanding preferred securities of that
trust and receipt by the trustees of an opinion of counsel to the effect that
the amendment will not cause the trust to be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes, affect the treatment of the junior subordinated debt securities held
by the trust as indebtedness for United States federal income tax purposes or
affect the trust's exemption from the Investment Company Act of 1940.

   Notwithstanding the foregoing, without the consent of each affected holder
of common or preferred securities of each trust, an amended declaration may not
be amended to:

  .  change the amount or timing of any distribution on the common or
     preferred securities of a trust or otherwise adversely affect the amount
     of any distribution required to be made in respect of the securities as
     of a specified date; or

  .  restrict the right of a holder of any securities to institute suit for
     the enforcement of any payment on or after the distribution date.

   In addition, no amendment may be made to an amended declaration if the
amendment would:

  .  cause a trust to be taxable as a corporation or characterized as other
     than a grantor trust for United States federal income tax purposes;

  .  cause the junior subordinated debt securities held by a trust to not be
     treated as indebtedness for United States federal income tax purposes;

  .  cause a trust to be deemed to be an investment company required to be
     registered under the Investment Company Act of 1940; or

  .  impose any additional obligation on us without our consent.

Removal and Replacement of Trustees

   The holder of a trust's common securities may, upon prior written notice,
remove or replace any of the administrative trustees and, unless an event of
default has occurred and is continuing under the subordinated indenture, the
property and Delaware trustee of the trust. If an event of default has occurred
and is continuing under the subordinated indenture, only the holders of a
majority in liquidation amount of the trust's preferred securities may remove
or replace the property trustee and Delaware trustee. The resignation or
removal of any trustee will be effective only upon the acceptance of
appointment by the successor trustee in accordance with the provisions of the
applicable amended declaration.

Merger or Consolidation of Trustees

   Any entity into which a property trustee or the Delaware trustee may be
merged or converted or with which it may be consolidated, or any entity
resulting from any merger, conversion or consolidation to which the trustee
shall be a party, or any entity succeeding to all or substantially all of the
corporate trust business of the trustee, shall be the successor of the trustee
under the applicable amended declaration; provided, however, that the entity
shall be otherwise qualified and eligible.

Information Concerning the Property Trustee

   For matters relating to compliance with the Trust Indenture Act of 1939, the
property trustee for each trust will have all of the duties and
responsibilities of an indenture trustee under the Trust Indenture Act of 1939.
The property trustee, other than during the occurrence and continuance of a
default under an amended declaration, undertakes to perform only the duties as
are specifically set forth in the amended declaration and,

                                       38
<PAGE>

after a default, must use the same degree of care and skill as a prudent person
would exercise or use in the conduct of his or her own affairs. The property
trustee is under no obligation to exercise any of the powers given it by an
amended declaration at the request of any holder of the preferred securities
unless it is offered security or indemnity satisfactory to it against the
costs, expenses and liabilities that it might incur. If the property trustee is
required to decide between alternative courses of action, construe ambiguous
provisions in an amended declaration or is unsure of the application of any
provision of the amended declaration, and the matter is not one on which the
holders of the preferred securities are entitled to vote, then the property
trustee will deliver notice to us requesting written instructions as to the
course of action to be taken and the property trustee will take or refrain from
taking that action as instructed. If we do not provide these instructions
within ten business days, then the property trustee will take such action as it
deems advisable and in the best interests of the holders of the preferred and
common securities. In this event, the property trustee will have no liability
except for its own bad faith, negligence or willful misconduct.

   The Chase Manhattan Bank, which is the property trustee for each trust, also
serves as the senior indenture trustee, the subordinated indenture trustee and
the guarantee trustee under each trust guarantee described below. We and
certain of our affiliates maintain banking relationships with The Chase
Manhattan Bank, which are described above under "DESCRIPTION OF DEBT
SECURITIES--Concerning the Trustee."

Miscellaneous

   The administrative trustees of each trust are authorized and directed to
conduct the affairs of and to operate each trust in such a way so that:

  .  each trust will not be taxable as a corporation or classified as other
     than a grantor trust for United States federal income tax purposes;

  .  the junior subordinated debt securities held by each trust will be
     treated as indebtedness of ours for United States federal income tax
     purposes; and

  .  each trust will not be deemed to be an investment company required to be
     registered under the Investment Company Act of 1940.

   We and the trustees of each trust are authorized to take any action, so long
as it is consistent with applicable law, the certificate of trust or amended
declaration, that we and the trustees determine to be necessary or desirable
for the above purposes.

   Registered holders of the preferred securities have no preemptive or similar
rights.

   A trust may not incur indebtedness or place a lien on any of its assets.

Governing Law

   Each amended declaration and the preferred securities will be governed by
and construed in accordance with the laws of the State of Delaware, without
regard to the conflict of laws provisions thereof.

Description of the Expense Agreement

   We will execute an expense agreement at the same time that a trust issues
the preferred securities. Under the expense agreement, we will irrevocably and
unconditionally guarantee to each creditor of each trust the full amount of
that trust's costs, expenses and liabilities, other than the amounts owed to
holders of its preferred and common securities pursuant to the terms of those
securities. Third parties will be entitled to enforce the expense agreement.
The expense agreement, once executed, will be filed with the SEC on Form 8-K or
by a post-effective amendment to the registration statement of which this
prospectus is a part.

   Our obligation under an expense agreement will be subordinated in right of
payment to the same extent as the trust guarantees. The expense agreement will
contain provisions regarding amendment, termination, assignment, succession and
governing law similar to those contained in the trust guarantees.

                                       39
<PAGE>

                        DESCRIPTION OF TRUST GUARANTEES

   The following describes certain general terms and provisions of the trust
guarantees which we will execute and deliver for the benefit of the holders
from time to time of preferred securities. Each trust guarantee will be
qualified as an indenture under the Trust Indenture Act of 1939, and The Chase
Manhattan Bank, an independent trustee, will act as indenture trustee under
each trust guarantee for the purposes of compliance with the provisions of the
Trust Indenture Act of 1939. The terms of each trust guarantee will be those
contained in each trust guarantee and those made part of each trust guarantee
by the Trust Indenture Act of 1939. The following summary may not be complete
and is subject to and qualified in its entirety by reference to the form of
trust guarantee, which is filed as an exhibit to the registration statement
which contains this prospectus, and the Trust Indenture Act of 1939. Each trust
guarantee will be held by the guarantee trustee of each trust for the benefit
of the holders of the preferred securities.

General

   We will irrevocably and unconditionally agree to pay the following payments
or distributions with respect to preferred securities, in full, to the holders
of the preferred securities, as and when they become due regardless of any
defense, right of set-off or counterclaim that a trust may have except for the
defense of payment:

     (1) any accrued and unpaid distributions which are required to be paid
  on the preferred securities, to the extent the trust that issued the
  securities does not make such payments or distributions but has sufficient
  funds available to do so;

     (2) the redemption price and all accrued and unpaid distributions to the
  date of redemption with respect to any preferred securities called for
  redemption, to the extent the trust that issued the securities does not
  make such payments or distributions but has sufficient funds available to
  do so; and

     (3) upon a voluntary or involuntary dissolution, winding-up or
  termination of the trust that issued the securities (other than in
  connection with the distribution of junior subordinated debt securities to
  the holders of preferred securities or the redemption of all of the
  preferred securities), the lesser of

    .  the total liquidation amount and all accrued and unpaid
       distributions on the preferred securities to the date of payment, to
       the extent the trust that issued the securities does not make such
       payments or distributions but has sufficient funds available to do
       so, and

    .  the amount of assets of the trust that issued the securities
       remaining available for distribution to holders of such preferred
       securities in liquidation of the trust.

   Our obligation to make a payment under a trust guarantee may be satisfied by
our direct payment of the required amounts to the holders of preferred
securities to which the trust guarantee relates or by causing the applicable
trust to pay the amounts to the holders.

Modification of the Trust Guarantee; Assignment

   Except with respect to any changes which do not adversely affect the rights
of holders of preferred securities in any material respect (in which case no
vote will be required), each trust guarantee may be amended only with the prior
approval of the holders of not less than a majority in liquidation amount of
the outstanding preferred securities to which the trust guarantee relates. The
manner of obtaining the approval of holders of the preferred securities will be
described in an accompanying prospectus supplement. All guarantees and
agreements contained in each trust guarantee will bind our successors, assigns,
receivers, trustees and representatives and will be for the benefit of the
holders of the outstanding preferred securities to which the trust guarantee
relates.

                                       40
<PAGE>

Termination

   Each trust guarantee will terminate when any of the following has occurred:

     (1) all preferred securities to which the trust guarantee relates have
  been paid in full or redeemed in full by us, the trust that issued the
  securities or both;

     (2) the junior subordinated debt securities held by the trust that
  issued the securities have been distributed to the holders of the preferred
  securities; or

     (3) the amounts payable in accordance with the applicable amended
  declaration upon liquidation of the trust that issued the securities have
  been paid in full.

   Each trust guarantee will continue to be effective or will be reinstated, as
the case may be, if at any time any holder of preferred securities to which the
trust guarantee relates must restore payment of any amounts paid on the
preferred securities or under the trust guarantee.

Events of Default

   An event of default under a trust guarantee will occur if we fail to perform
any of our payment obligations under a trust guarantee or we fail to perform
any other obligation under a trust guarantee and the failure to perform such
other obligation continues for 60 days.

   Each trust guarantee will constitute a guarantee of payment and not of
collection. The holders of a majority in liquidation amount of the preferred
securities to which the trust guarantee relates have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the guarantee trustee in respect of the trust guarantee or to direct the
exercise of any trust or power conferred upon the guarantee trustee under the
trust guarantee. If the guarantee trustee fails to enforce the trust guarantee,
any holder of preferred securities to which the trust guarantee relates may
institute a legal proceeding directly against us to enforce the holder's rights
under the trust guarantee, without first instituting a legal proceeding against
the trust, the guarantee trustee or any one else. If we do not make a guarantee
payment, a holder of preferred securities may directly institute a proceeding
against us for enforcement of the trust guarantee for such payment.

Status of the Trust Guarantees

   Each trust guarantee will be our general unsecured obligation and will rank
subordinate and junior in right of payment, and will be subject to our prior
payment in full of our senior debt as described under "DESCRIPTION OF DEBT
SECURITIES -- Subordination."

   The terms of the preferred securities provide that each holder of preferred
securities by acceptance of the preferred securities agrees to the
subordination provisions and other terms of the trust guarantee relating to the
subordination. As of June 30, 2000, we had approximately $1.17 billion of
indebtedness that would rank senior to a trust guarantee.

Information Concerning the Guarantee Trustee

   The guarantee trustee, prior to the occurrence of a default with respect to
a trust guarantee, undertakes to perform only those duties as are specifically
contained in the trust guarantee and, after default, shall exercise the same
degree of care as a prudent individual would exercise in the conduct of his or
her own affairs. The guarantee trustee is under no obligation to exercise any
of the powers vested in it by the applicable trust guarantee at the request of
any holder of preferred securities to which the trust guarantee relates, unless
it is

                                       41
<PAGE>

offered indemnity satisfactory to it against the costs, expenses and
liabilities which it might incur by exercising these powers; however the
guarantee trustee will not be, upon the occurrence of an event of default under
the applicable trust guarantee, relieved from exercising the rights and powers
vested in it by such trust guarantee.

Governing Law

   The trust guarantees will be governed by and construed in accordance with
the internal laws of the State of New York.

                                       42
<PAGE>

          EFFECT OF OBLIGATIONS UNDER THE SUBORDINATED DEBT SECURITIES
                            AND THE TRUST GUARANTEES

   As long as we may make payments of interest and any other payments when they
are due on the junior subordinated debt securities held by a particular trust,
those payments will be sufficient to cover distributions and any other payments
due on the trust securities issued by that trust because of the following
factors:

     (1) the total principal amount of the junior subordinated debt
  securities held by the trust will be equal to the total stated liquidation
  amount of the trust securities issued by the trust;

     (2) the interest rate and the interest payment dates and other payment
  dates on the junior subordinated debt securities held by the trust will
  match the distribution rate and distribution payment dates and other
  payment dates for the preferred securities issued by the trust;

     (3) we will pay, and the trust will not be obligated to pay, directly or
  indirectly, all costs, expenses, debt, and obligations of the trust (other
  than obligations under the trust securities); and

     (4) each amended declaration will further provide that the trustees
  shall not take or cause or permit the trust to engage in any activity that
  is not consistent with the purposes of the trust, which consist solely of
  issuing the trust securities, investing in the junior subordinated debt
  securities and anything necessary or incident to those activities.

   We will guarantee payments of distributions, to the extent the trust
obligated to pay those distributions has funds available to make the payments
due on the preferred securities, to the extent described under "DESCRIPTION OF
TRUST GUARANTEES." If we do not make interest payments on the junior
subordinated debt securities held by a trust, that trust will not have
sufficient funds to pay distributions on the preferred securities. Each trust
guarantee covers the payment of distributions and other payments on the
preferred securities only if and to the extent that we have made a payment of
interest or principal on the junior subordinated debt securities held by the
trust as its sole asset. However, we believe that the trust guarantees, when
taken together with our obligations under the junior subordinated debt
securities and the subordinated indenture and our obligations under the amended
declarations, including our obligations to pay the costs, expenses, debts and
liabilities of the trusts, provide a full and unconditional guarantee of
payment on the preferred securities.

   A holder of preferred securities may sue us to enforce its rights under the
trust guarantee which relates to the holder's preferred securities without
first suing the guarantee trustee, the trust or any other person or entity.

                              PLAN OF DISTRIBUTION

   We and the trusts may offer and sell the securities to or through
underwriters or dealers, and also may offer and sell the securities directly to
other purchasers or through designated agents. Any underwriter or agent
involved in the offer and sale of the securities will be named in the
applicable prospectus supplement.

   Distribution of the securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. We and the trusts also may,
from time to time, authorize underwriters acting as our agents to offer and
sell the securities upon the terms and conditions set forth in any prospectus
supplement.

   In connection with the sale of securities, underwriters may receive
compensation from us or a trust or from purchasers of the securities, for whom
they may act as agents, in the form of discounts, concessions or commissions.
Underwriters may sell the securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the

                                       43
<PAGE>

distribution of the securities may be deemed to be underwriters, and any
discounts or commissions they receive from us or a trust, and any profit on the
resale of the securities they realize may be deemed to be underwriting
discounts and commissions under the Securities Act. Any such underwriter,
dealer or agent will be identified, and any such compensation received will be
described, in the applicable prospectus supplement.

   Unless otherwise specified in the related prospectus supplement, each series
of the securities will be a new issue with no established trading market, other
than the common stock. Any common stock sold pursuant to a prospectus
supplement will be listed on the NYSE, subject to official notice of issuance.
We and the trusts may elect to list any of the other securities on an exchange,
but are not obligated to do so. It is possible that one or more underwriters
may make a market in a series of the securities, but will not be obligated to
do so and may discontinue any market making at any time without notice.
Therefore, no assurance can be given as to the liquidity of the trading market
for the securities.

   If dealers are utilized in the sale of the securities, we and the trusts
will sell the securities to the dealers as principals. The dealers may then
resell the securities to the public at varying prices to be determined by such
dealers at the time of resale. The names of the dealers and the terms of the
transaction will be set forth in the applicable prospectus supplement.

   We and the trusts may enter into agreements with underwriters, dealers and
agents who participate in the distribution of the securities which may entitle
these persons to indemnification by us and the trusts against certain
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such underwriters, dealers or agents may be
required to make in respect thereof. Any agreement in which we agree to
indemnify underwriters, dealers and agents against civil liabilities will be
described in the applicable prospectus supplement.

   Underwriters, dealers and agents may engage in transactions with, or perform
services for, or be customers of ours in the ordinary course of business.

   If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
purchasers to purchase the securities from us at the public offering price
stated in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a future date. These contracts will be
subject to only those conditions stated in the prospectus supplement, and the
prospectus supplement will state the commission payable to the solicitor of
such offers.

                                 LEGAL MATTERS

   Unless otherwise indicated in the applicable prospectus supplement, the
validity of the securities will be passed upon for us by Alston & Bird LLP,
Washington, D.C., and for the underwriters by Sullivan & Cromwell, New York,
New York. Certain United States federal income taxation matters will be passed
upon for us by Alston & Bird LLP, Washington, D.C. Certain matters of Delaware
law relating to the validity of the preferred securities will be passed upon
for the trust and us by Richards, Layton & Finger, P.A., Wilmington, Delaware.

                                    EXPERTS

   The consolidated financial statements of UnumProvident Corporation appearing
in our Annual Report on Form 10-K for the year ended December 31, 1999, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.


                                       44
<PAGE>

   With respect to the unaudited condensed consolidated interim financial
information for the three-month and six-month periods ended March 31 and June
30 of 2000 and 1999, incorporated by reference in this document, Ernst & Young
LLP have reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their
separate reports, included in UnumProvident Corporation's quarterly reports on
Form 10-Q for the quarters ended March 31 and June 30, 2000, and incorporated
herein by reference, state that they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of
reliance on their report on such information should be restricted considering
the limited nature of the review procedures applied. The independent auditors
are not subject to the liability provisions of Section 11 of the Securities Act
of 1933 for their reports on the unaudited interim financial information
because those reports are not a "report" or a "part" of the registration
statement prepared or certified by the auditors within the meaning of Section 7
and 11 of the Securities Act.

                                       45
<PAGE>

                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

   The expenses in connection with the distribution of the securities are set
forth in the following table. All amounts except the Securities and Exchange
Commission registration fee are estimated.

<TABLE>
   <S>                                                                 <C>
   SEC Registration Fee............................................... $264,000
   NYSE Listing Fee...................................................   25,000
   Blue Sky Fees and Expenses.........................................    5,000
   Printing and Engraving Costs.......................................   50,000
   Rating Agencies' Fees..............................................   50,000
   Accounting Fees and Expenses.......................................   25,000
   Legal Fees and Expenses............................................  200,000
   Trustee and Registrar Fees.........................................    5,000
   Miscellaneous......................................................   10,000
                                                                       --------
     Total............................................................ $634,000
                                                                       ========
</TABLE>

Item 15. Indemnification of Directors and Officers.

   Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of such action, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other rights to which those seeking indemnification
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

   Article VIII of UnumProvident's Bylaws provides for the indemnification of
UnumProvident's directors and officers as set forth below:

                         ARTICLE VIII: INDEMNIFICATION

   Section 1. Indemnification in Actions, Suits, or Proceedings other than
those by or in the right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify each person who is or was, or is
threatened to be made, a party to or witness in any threatened, pending or
completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative (other than one by or in the right of the
Corporation), by reason of the fact that he is or was a director, officer or
employee of the Corporation or of Union Mutual Life Insurance Company, a Maine
mutual insurance company (the "Mutual Company"), or is or was serving at the
request of the Corporation or the Mutual Company as a director, officer,
employee or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorney's fees and expenses), judgments, fines, penalties, and amounts paid in
settlement,

                                      II-1
<PAGE>

incurred by him in connection with defending, investigating, preparing to
defend, or being or preparing to be a witness in, such action, suit, proceeding
or claim, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

   Section 2. Indemnification in Actions, Suits or Proceedings by or in the
Right of the Corporation. Subject to Section 3 of this Article VIII, the
Corporation shall indemnify each person who is or was, or is threatened to be
made, a party to or witness in any threatened, pending or completed action,
suit, proceeding or claim by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer or employee of the Corporation or of the Mutual Company or is or was
serving at the request of the Corporation or the Mutual Company as a director,
officer, employee or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorney's fees and expenses), and, if and to the extent permitted
by applicable law, judgments, penalties and amounts paid in settlement,
incurred by him in connection with defending, investigating, preparing to
defend, or being or preparing to be a witness in, such action, suit, proceeding
or claim, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation; provided,
however, that no indemnification shall be made in respect of any such claim or
any issue or matter in any such action, suit or proceeding as to which such
person shall have been adjudged to be liable to the Corporation unless (and
only to the extent that) the Court of Chancery or the court in which such
claim, action, suit or proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses and amounts which the Court of Chancery or
such other court shall deem proper.

   Section 3. Authorization of Indemnification.

   (a) Any indemnification under this Article VIII (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the person seeking indemnification is
proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 1 or 2 of this Article VIII, as the case may be.
Such determination (and determinations under Sections 5 and 6 of this Article
VIII) shall be made (i) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the action, suit,
proceeding or claim with respect to which indemnification is sought
("disinterested directors"), or (ii) if such a quorum is not obtainable, or if
a quorum of disinterested directors so directs, in a written opinion of
independent legal counsel chosen by the Board of Directors, or (iii) by the
stockholders; provided, however, that if a Change in Control (as defined in
this Section 3) has occurred and the person seeking indemnification so
requests, such determination (and determination under Sections 5 and 6 of this
Article VIII) shall be made in a written opinion rendered by independent legal
counsel chosen by the person seeking indemnification and not reasonably
objected to by the Board of Directors (whose fees and expenses shall be paid by
the Corporation). To the extent, however, that a director, officer, employee or
trustee or former director, officer, employee or trustee has been successful on
the merits or otherwise in defense of any action, suit, proceeding or claim
described above, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorney's fees and expenses)
incurred by him in connection therewith, without the necessity of authorization
in the specific case.

   (b) For purposes of the proviso to the second sentence of Section 3(a),
"independent legal counsel" shall mean legal counsel other than an attorney, or
a firm having associated with it an attorney, who has been retained by or who
has performed services for the Corporation, the Mutual Company or the person
seeking indemnification within the previous three years.

   (c) A "Change in Control" shall mean a change in control of the Corporation
of a nature that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A promulgated under the Act, whether or not the
Corporation is then subject to such reporting requirement; provided that,
without limitation, such a change in control shall be deemed to have occurred
if (i) any "person" (as such term is used in sections

                                      II-2
<PAGE>

13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Act), directly or indirectly, of securities of the
Corporation representing 35% or more of the combined voting power of the
Corporation's then outstanding securities without the prior approval of at
least two-thirds of the members of the Board of Directors in office immediately
prior to such acquisition, or (ii) the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or proxy contest, as a
consequence of which members of the Board of Directors in office immediately
prior to such transaction or event constitute less than a majority of the Board
of Directors thereafter, or (iii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or
nomination for election by the Corporation's stockholders was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period) cease for any reason to constitute at
least a majority of the Board of Directors.

   Section 4. Good Faith Defined, Etc.

   (a) For purposes of any determination under Section 3 of this Article VIII,
a person shall be deemed to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe his conduct was unlawful, if such person relied
on the records or books of account of the Corporation, the Mutual Company or
another enterprise, or on information supplied to him by the officers of the
Corporation, the Mutual Company or another enterprise, or on information or
records given or reports made to the Corporation, the Mutual Company or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation, the Mutual
Company or another enterprise. The term "another enterprise" as used in this
Section 4(a) shall mean any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise of which such person
is or was serving at the request of the Corporation or the Mutual Company as a
director, officer, employee or trustee.

   (b) The termination of any action, suit, proceeding or claim by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, that he had no reasonable cause to believe that
his conduct was unlawful.

   (c) References in this Article VIII to "penalties" include any excise taxes
assessed on a person with respect to an employee benefit plan; references in
this Article VIII to "serving at the request of the Corporation or the Mutual
Company" include any service as a director, officer or employee or former
director, officer or employee of the Corporation or the Mutual Company which
imposes duties on, or involves services by, such person with respect to an
employee benefit plan or its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the participants or beneficiaries of such an
employee benefit plan shall be deemed to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation.

   (d) The provisions of this Section 4 shall not be deemed to be exclusive or
to limit in any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct set forth in Section 1 or 2 of this
Article VIII, as the case may be.

   Section 5. Right to Indemnification Upon Application; Procedure Upon
Application; Etc. Except as otherwise provided in the proviso to Section 2 of
this Article VIII:

   (a) Any indemnification under Section 1 or 2 of this Article VIII shall be
made no later than 45 days after receipt by the Corporation of the written
request of the director, officer, employee or trustee or former director,
officer, employee or trustee unless a determination is made within said 45-day
period in accordance with Section 3 of this Article VIII that such person has
not met the applicable standard of conduct set forth in Section 1 or 2 of this
Article VIII.


                                      II-3
<PAGE>

   (b) The right to indemnification under Section 1 or 2 of this Article VIII
or advances under Section 6 of this Article VIII shall be enforceable by the
director, officer, employee or trustee or former director, officer, employee or
trustee in any court of competent jurisdiction. Following a Change in Control,
the burden of proving that indemnification is not appropriate shall be on the
Corporation. Neither the absence of any prior determination that
indemnification is proper in the circumstances, nor a prior determination that
indemnification is not proper in the circumstances, shall be a defense to the
action or create a presumption that the director, officer, employee or trustee
or former director, officer, employee or trustee has not met the applicable
standard of conduct. The expenses (including attorney's fees and expenses)
incurred by the director, officer, employee or trustee or former director,
officer, employee or trustee in connection with successfully establishing his
right to indemnification, in whole or in part, in any such action (or in any
action or claim brought by him to recover under any insurance policy or
policies referred to in Section 9 of this Article VIII) shall also be
indemnified by the Corporation.

   (c) If any person is entitled under any provision of this Article VIII to
indemnification by the Corporation for some or a portion of expenses,
judgments, fines, penalties or amounts paid in settlement incurred by him, but
not, however, for the total amount thereof, the Corporation shall nevertheless
indemnify such person for the portion of such expenses, judgments, fines,
penalties and amounts to which he is entitled.

   Section 6. Expenses Payable in Advance. Expenses (including attorney's fees
and expenses) incurred by a director, officer, employee or trustee or a former
director, officer, employee or trustee in defending, investigating, preparing
to defend, or being or preparing to be a witness in, a threatened or pending
action, suit, proceeding or claim against him, whether civil or criminal, may
be paid by the Corporation in advance of the final disposition of such action,
suit, proceeding or claim upon receipt by the Corporation of a written request
therefor and a written undertaking by or on behalf of the director, officer,
employee or trustee or former director, officer, employee or trustee to repay
such amounts if it shall be determined in accordance with Section 3 of this
Article VIII that he is not entitled to be indemnified by the Corporation;
provided, however, that if he seeks to enforce his rights in a court of
competent jurisdiction pursuant to Section 5(b) of this Article VIII, said
undertaking to repay shall not be applicable or enforceable unless and until
there is a final court determination that he is not entitled to indemnification
as to which all rights of approval have been exhausted or have expired.

   Section 7. Certain Persons Not Entitled to Indemnification. Notwithstanding
any other provision of this Article VIII, no person shall be entitled to
indemnification under this Article VIII or to advances under Section 6 of this
Article VIII with respect to any action, suit, proceeding or claim brought or
made by him against the Corporation or the Mutual Company, other than an
action, suit, proceeding or claim seeking, or defending such person's right to,
indemnification and/or expense advances pursuant to this Article VIII or
otherwise.

   Section 8. Non-Exclusivity and Survival of Indemnification. The provisions
of this Article VIII shall not be deemed exclusive of any other rights to which
the person seeking indemnification or expense advances may be entitled under
any agreement, contract, or vote of stockholders or disinterested directors, or
pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction, or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office. Except as otherwise
provided in Section 7 of this Article VIII, but notwithstanding any other
provision of this Article VIII, it is the policy of the Corporation that
indemnification of and expense advances to the persons specified in Sections 1
and 2 of this Article VIII shall be made to the fullest extent permitted by
law, and, accordingly, in the event of any change in law, by legislation or
otherwise, permitting greater indemnification of and/or expense advances to any
such person, the provisions of this Article VIII shall be construed so as to
require such greater indemnification and/or expense advances. The provisions of
this Article VIII shall not be deemed to preclude the indemnification of any
person who is not specified in Section 1 or 2 of this Article VIII but whom the
Corporation has the power to indemnify under the provisions of the General
Corporation Law of the State of Delaware or otherwise. The provisions of this
Article VIII shall continue as to a person who has ceased to be a director,
officer, employee or trustee and shall inure to the benefit of the heirs,
executors and administrators of such person.

                                      II-4
<PAGE>

   Section 9. Insurance. The Corporation may purchase and maintain at its
expense insurance on behalf of any person who is or was a director, officer or
employee of the Corporation or the Mutual Company or is or was serving at the
request of the Corporation or the Mutual Company as a director, officer,
employee or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability or expense
asserted against or incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power or the
obligation to indemnify him against such liability or expense under the
provisions of this Article VIII or the provisions of Section 145 of the General
Corporation Law of the State of Delaware. The Company shall not be obligated
under this Article VIII to make any payment in connection with any claim made
against any person if and to the extent that such person has actually received
payment therefor under any insurance policy or policies.

   Section 10. Successors; Meaning of "Corporation." This Article VIII shall be
binding upon and enforceable against any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Corporation. For purposes of this Article VIII,
but subject to the provisions of any agreement relating to any merger or
consolidation of the kind referred to in clause (i) below or of any agreement
relating to the acquisition of any corporation of the kind referred to in
clause (ii) below, references to "the Corporation" shall include (i) any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger with the Corporation which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees, so that any person who is or was a director,
officer or employee of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the
provisions of this Article VIII with respect to the Corporation as he would
have with respect to such constituent corporation if its separate existence had
continued; and (ii) any corporation of which at least a majority of the voting
power (as represented by its outstanding stock having voting power generally in
the election of directors) is owned directly or indirectly by the Corporation.

   Section 11. Severability. The provisions of this Article VIII shall be
severable in the event that any provision hereof (including any provision
within a single section, subsection, clause, paragraph or sentence) is held
invalid, void or otherwise unenforceable on any ground by any court of
competent jurisdiction. In the event of any such holding, the remaining
provisions of this Article VIII shall continue in effect and be enforceable to
the fullest extent permitted by law.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

   UnumProvident also maintains insurance on its directors and officers, which
covers liabilities under federal securities laws.

   UnumProvident Corporation, as depositor, has agreed in each Declaration of
Trust to (i) reimburse the Trustees of each trust for all reasonable expenses
(including reasonable fees and expenses of counsel and other experts) and (ii)
indemnify, defend and hold harmless the Trustees and any of the officers,
directors, employees and agents of the Trustees (the "Indemnified Persons")
from and against any and all losses, damages, liabilities, claims, actions,
suits, costs, expenses, disbursements (including the reasonable fees and
expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of, or
are imposed upon, or asserted at any time against, such Indemnified Persons
with respect to the performance of the Declaration of Trust, the creation,
operation or termination of a trust or the transactions contemplated thereby;
provided, however, that UnumProvident Corporation shall not be required to
indemnify any Indemnified Person for any Expenses which are a result of the
willful misconduct, bad faith or gross negligence of such Indemnified Person.


                                      II-5
<PAGE>

Item 16. Exhibits

<TABLE>
 <C>   <S>
  1.1  Form of Underwriting Agreement for senior debt securities.*

  1.2  Form of Underwriting Agreement for subordinated debt securities.*

  1.3  Form of Underwriting Agreement for preferred stock.*

  1.4  Form of Underwriting Agreement for common stock.*

  1.5  Form of Underwriting Agreement for stock purchase contracts.*

  1.6  Form of Underwriting Agreement for stock purchase units.*

  1.7  Form of Underwriting Agreement for warrants.*

  1.8  Form of Underwriting Agreement for preferred securities.*

  3.1  Restated Certificate of Incorporation (incorporated by reference to
       Exhibit 2 to our Registration Statement on Form 8-A/A (File No. 1-11834)
       filed on June 30, 1999).

  3.2  By-Laws (incorporated by reference to Exhibit 3.2 to our Annual Report
       on Form 10-K (File No. 1-11834) for the year ended December 31, 1999).

  4.1  Form of Indenture for senior debt securities.**

  4.2  Form of Indenture for subordinated debt securities.**

  4.3  Form of preferred stock designations.*

  4.4  Form of Depositary Agreement.*

  4.5  Form of Depositary Receipt.*

  4.6  Form of Senior Debt Security.*

  4.7  Form of Subordinated Debt Security.*

  4.8  Form of Preferred Security. (included in Exhibit 4.16).

  4.9  Form of Warrant Agreement.*

  4.10 Form of Purchase Contract Agreement (including the form of the Security
       Certificate).*

  4.11 Form of Pledge Agreement.*

  4.12 Certificate of Trust of UnumProvident Financing Trust II.**

  4.13 Certificate of Trust for UnumProvident Financing Trust III.**

  4.14 Declaration of Trust of UnumProvident Financing Trust II.**

  4.15 Declaration of Trust of UnumProvident Financing Trust III.**

  4.16 Form of amended and restated declaration of trust for each of
       UnumProvident Financing** Trust II and UnumProvident Financing Trust III
       (Form of Preferred Security included therein).

  4.17 Form of Preferred Securities Guarantee.**

  4.18 Form of Expense Agreement (included in Exhibit 4.16).

  5.1  Opinion of Alston & Bird LLP regarding legality of the securities.

  5.2  Opinion of Richards, Layton & Finger, P.A. regarding legality of the
       Preferred Securities of UnumProvident Financing Trust II.

  5.3  Opinion of Richards Layton & Finger, P.A. regarding legality of the
       Preferred Securities of UnumProvident Financing Trust III.

  8.1  Opinion of Alston & Bird LLP regarding certain tax consequences.*

 12.1  Statement regarding computation of ratios of earnings to fixed
       charges.**

 12.2  Statement regarding computation of ratios of earnings to combined fixed
       charges and preferred stock dividends.**
</TABLE>



                                      II-6
<PAGE>

<TABLE>

 <C>  <S>
 15.1 Letter of Ernst & Young LLP regarding unaudited information.

 23.1 Consent of Ernst & Young LLP.

 23.2 Consent of Alston & Bird LLP (included in Exhibit 5.1).

 23.3 Consent of Alston & Bird LLP (included in Exhibit 8.1).*

 23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2 and
      5.3).

 24.1 Powers of Attorney (included on signature page of Registration
      Statement).**

 25.1 Statement of Eligibility and Qualification of Trustee on Form T-1 under
      the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank
      as Trustee for the Senior Indenture for the Senior Debt Securities.**

 25.2 Statement of Eligibility and Qualification of Trustee on Form T-1 under
      the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank
      as Trustee under the Subordinated Indenture for the Subordinated Debt
      Securities.**

 25.3 Statement of Eligibility and Qualification of Trustee on Form T-1 under
      the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank
      as Property Trustee for the Amended and Restated Declaration of Trust of
      UnumProvident Financing Trust II.**

 25.4 Statement of Eligibility and Qualification of Trustee on Form T-1 under
      the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank
      as Property Trustee for the Amended and Restated Declaration of Trust of
      UnumProvident Financing Trust III.**

 25.5 Statement of Eligibility and Qualification of Trustee on Form T-1 under
      the Trust Indenture Act of 1939, as amended, of The Chase Manhattan
      Bank, as Guarantee Trustee under the Preferred Securities Guarantee for
      the benefit of the holders of the Preferred Securities of UnumProvident
      Financing Trust II.**

 25.6 Statement of Eligibility and Qualification of Trustee on Form T-1 under
      the Trust Indenture Act of 1939, as amended, of The Chase Manhattan
      Bank, as Guarantee Trustee under the Preferred Securities Guarantee for
      the benefit of the holders of the Preferred Securities of UnumProvident
      Financing Trust III.**
</TABLE>
- --------

 * To be filed by amendment or as an exhibit to a document to be incorporated
   by reference herein in connection with an offering of the offered
   securities.

** Previously filed.

Item 17. Undertakings

   (a) The undersigned Registrants hereby undertake:

     (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:

       (i) to include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;

       (ii) to reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the Registration Statement. Notwithstanding the foregoing, any
    increase or decrease in the volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) if, in the aggregate, the
    changes in volume and price represent no more than a 20 percent change
    in the maximum aggregate offering price set forth in the "Calculation
    of Registration Fee" table in the effective Registration Statement;

                                      II-7
<PAGE>

       (iii) to include any material information with respect to the plan
    of distribution not previously disclosed in the Registration Statement
    or any material change to such information in the Registration
    Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

   (b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by a Registrant of expenses incurred or paid by a director, officer or
controlling person of a Registrant in the successful defense of any action,
suit or proceeding) is asserted against a Registrant by such director, officer
or controlling person in connection with the securities being registered, a
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

   (d) The undersigned Registrants hereby undertake to file an application for
the purpose of determining the eligibility of the Trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Securities and Exchange Commission
under Section 305(b)(2) of the Act, if necessary.

                                      II-8
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, each Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chattanooga, State of Tennessee, on August 29,
2000.

                                          UNUMPROVIDENT CORPORATION

                                                 /s/ F. Dean Copeland
                                          By: _________________________________

                                                   F. Dean Copeland

                                                Executive Vice President and
                                                    General Counsel

                                          UNUMPROVIDENT FINANCING TRUST II

                                          By: UnumProvident Corporation, as
                                           depositor

                                                 /s/ F. Dean Copeland
                                          _____________________________________

                                                   F. Dean Copeland

                                                Executive Vice President and
                                                    General Counsel

                                          UNUMPROVIDENT FINANCING TRUST III

                                          By: UnumProvident Corporation, as
                                           depositor

                                                 /s/ F. Dean Copeland
                                          _____________________________________

                                                   F. Dean Copeland

                                                Executive Vice President and
                                                    General Counsel


   Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities indicated as of August 29, 2000.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
                  *                    Chairman, President and      August 29, 2000
______________________________________  Chief Executive Officer
          J. Harold Chandler

                  *                    Executive Vice President,    August 29, 2000
______________________________________  Finance and Risk
           Thomas R. Watjen             Management (principal
                                        financial officer)
</TABLE>


                                      II-9
<PAGE>

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----
<S>                                    <C>                        <C>
                  *                    Senior Vice President--      August 29, 2000
______________________________________  Finance (principal
          Robert C. Greving             accounting officer)

                  *                    Director                     August 29, 2000
______________________________________
         William L. Armstrong

                                       Director                     August 29, 2000
______________________________________
         Ronald E. Goldsberry

                  *                    Director                     August 29, 2000
______________________________________
        Hugh O. Maclellan, Jr.

                                       Director                     August 29, 2000
______________________________________
         A.S. (Pat) MacMillan

                                       Director                     August 29, 2000
______________________________________
          George J. Mitchell

                  *                    Director                     August 29, 2000
______________________________________
        Cynthia A. Montgomery

                  *                    Director                     August 29, 2000
______________________________________
         James L. Moody, Jr.

                                       Director                     August 29, 2000
______________________________________
          C. William Pollard

                  *                    Director                     August 29, 2000
______________________________________
           Lawrence R. Pugh

                  *                    Director                     August 29, 2000
______________________________________
          Lois Dickson Rice

                                       Director                     August 29, 2000
______________________________________
             John W. Rowe

                  *                    Director                     August 29, 2000
______________________________________
          Burton E. Sorensen
</TABLE>

        /s/ Susan N. Roth

*By: _______________________

          Susan N. Roth

       as Attorney-in-Fact

                                     II-10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.16
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 4.16
<TEXT>

<PAGE>

                                                                    Exhibit 4.16
             =====================================================

                   AMENDED AND RESTATED DECLARATION OF TRUST


                                     AMONG


                           UNUMPROVIDENT CORPORATION
                                 AS DEPOSITOR,


                           THE CHASE MANHATTAN BANK,
                             AS PROPERTY TRUSTEE,


                      THE CHASE MANHATTAN BANK USA, N.A.,
                             AS DELAWARE TRUSTEE,


                                      AND


                   THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                            ______________________

                       [UNUMPROVIDENT FINANCING TRUST __]

                            ______________________


                         DATED AS OF _________, 200___

             =====================================================
<PAGE>

                       [UNUMPROVIDENT FINANCING TRUST __]

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

Trust Indenture                     Declaration
Act  Section                          Section
- -------------                       ------------
310 (a)(1)..........................    8.7
(a)(2)..............................    8.7
(a)(3)..............................    8.9
(a)(4)..............................    2.7 (a)(ii)
311 (a)(b)..........................    8.8
312 (a).............................    5.7
(b).................................    5.7
(c).................................    5.7
313 (a).............................    8.14(a)
(a)(4)..............................    8.14(b)
(b).................................    8.14(b)
(c).................................    10.8
(d).................................    8.14(c)
314 (a).............................    8.15
(b).................................    Not Applicable
(c)(1)..............................    8.16
(c)(2)..............................    8.16
(c)(3)..............................    Not Applicable
(d).................................    Not Applicable
(e).................................    1.1, 8.16
315 (a).............................    8.1(a)
(b).................................    8.2, 10.8
(c).................................    8.1(a)
(d).................................    8.1, 8.3
(e).................................    Not Applicable
316 (a).............................    Not Applicable
(a)(1)(A)...........................    Not Applicable
(a)(1)(B)...........................    Not Applicable
(a)(2)..............................    Not Applicable
(b).................................    5.14
(c).................................    6.7
317 (a)(1)..........................    Not Applicable
(a)(2)..............................    Not Applicable
(b).................................    5.9
318 (a).............................    10.10

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

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
ARTICLE I - INTERPRETATION AND DEFINITIONS......................................................     1
 SECTION 1.1.  Interpretation...................................................................     1
 SECTION 1.2.  Certain Definitions..............................................................     2
ARTICLE II - CONTINUATION OF THE TRUST..........................................................    11
 SECTION 2.1.  Name.............................................................................    11
 SECTION 2.2.  Office of the Delaware Trustee; Principal Place of Business......................    11
 SECTION 2.3.  Initial Contribution of Trust Property; Organizational Expenses..................    11
 SECTION 2.4.  Issuance of the Preferred Securities.............................................    11
 SECTION 2.5.  Issuance of the Common Securities; Subscription and Purchase of Debentures.......    12
 SECTION 2.6.  Declaration of Trust.............................................................    12
 SECTION 2.7.  Authorization to Enter into Certain Transactions.................................    13
 SECTION 2.8.  Assets of Trust..................................................................    16
 SECTION 2.9.  Title to Trust Property..........................................................    16
ARTICLE III - PAYMENT ACCOUNT...................................................................    16
 SECTION 3.1.  Payment Account..................................................................    16
ARTICLE IV - DISTRIBUTIONS; REDEMPTION..........................................................    17
 SECTION 4.1.  Distributions....................................................................    17
 SECTION 4.2.  Redemption.......................................................................    18
 SECTION 4.3.  Subordination of Common Securities...............................................    20
 SECTION 4.4.  Payment Procedures...............................................................    21
 SECTION 4.5.  Tax Returns and Reports..........................................................    21
 SECTION 4.6.  Payment of Taxes, Duties, Etc.  of the Trust.....................................    21
 SECTION 4.7.  Payments under Indenture or Pursuant to Direct Actions...........................    21
 SECTION 4.8.  Liability of the Holder of Common Securities.....................................    21
ARTICLE V - TRUST SECURITIES CERTIFICATES.......................................................    22
 SECTION 5.1.  Initial Ownership................................................................    22
 SECTION 5.2.  The Trust Securities Certificates................................................    22
 SECTION 5.3.  Execution and Delivery of Trust Securities Certificates..........................    22
 SECTION 5.4.  Registration of Transfer and Exchange of Preferred Securities Certificates.......    22
 SECTION 5.5.  Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates...............    23
 SECTION 5.6.  Persons Deemed Holders...........................................................    24
 SECTION 5.7.  Access to List of Holders' Names and Addresses...................................    24
 SECTION 5.8.  Maintenance of Office or Agency..................................................    24
 SECTION 5.9.  Appointment of Paying Agent......................................................    25
 SECTION 5.10.  Ownership of Common Securities by Depositor.....................................    25
 SECTION 5.11.  Global Preferred Securities Certificates; Common Securities Certificate.........    26
 SECTION 5.12.  Notices to Clearing Agency......................................................    26
 SECTION 5.13.  Definitive Preferred Securities Certificates....................................    27
 SECTION 5.14.  Rights of Holders...............................................................    27
ARTICLE VI - ACTS OF HOLDERS; MEETINGS; VOTING..................................................    29
 SECTION 6.1.  Limitations on Voting Rights.....................................................    29
 SECTION 6.2.  Notice of Meetings...............................................................    30
 SECTION 6.3.  Meetings of Holders of Preferred Securities......................................    30
 SECTION 6.4.  Voting Rights....................................................................    31
 SECTION 6.5.  Proxies, etc.....................................................................    31
 SECTION 6.6.  Holder Action by Written Consent.................................................    31
 SECTION 6.7.  Record Date for Voting and Other Purposes........................................    31
 SECTION 6.8.  Acts of Holders..................................................................    32
 SECTION 6.9.  Inspection of Records............................................................    33
ARTICLE VII - REPRESENTATIONS AND WARRANTIES....................................................    33
 SECTION 7.1.  Representations and Warranties of the Property Trustee and the Delaware Trustee..    33
 SECTION 7.2.  Representations and Warranties of Depositor......................................    34
ARTICLE VIII - THE TRUSTEES.....................................................................    34
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                               <C>
 SECTION 8.1.  Certain Duties and Responsibilities..............................................    34
 SECTION 8.2.  Certain Notices..................................................................    36
 SECTION 8.3.  Certain Rights of Property Trustee...............................................    36
 SECTION 8.4.  Not Responsible for Recitals or Issuance of Securities...........................    39
 SECTION 8.5.  May Hold Securities..............................................................    39
 SECTION 8.6.  Compensation; Indemnity; Fees....................................................    40
 SECTION 8.7.  Corporate Property Trustee Required; Eligibility of Trustees.....................    41
 SECTION 8.8.  Conflicting Interests............................................................    41
 SECTION 8.9.  Co-Trustees and Separate Trustee.................................................    41
 SECTION 8.10.  Resignation and Removal; Appointment of Successor...............................    42
 SECTION 8.11.  Acceptance of Appointment by Successor..........................................    43
 SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business.....................    44
 SECTION 8.13.  Preferential Collection of Claims Against Depositor or Trust....................    44
 SECTION 8.14.  Reports by Property Trustee.....................................................    45
 SECTION 8.15.  Reports to the Property Trustee.................................................    45
 SECTION 8.16.  Evidence of Compliance with Conditions Precedent................................    45
 SECTION 8.17.  Number of Trustees..............................................................    46
 SECTION 8.18.  Delegation of Power.............................................................    46
 SECTION 8.19.  Delaware Trustee................................................................    46
ARTICLE IX - TERMINATION, LIQUIDATION AND MERGER................................................    47
 SECTION 9.1.  Dissolution Upon Expiration Date.................................................    47
 SECTION 9.2.  Early Termination................................................................    47
 SECTION 9.3.  Termination......................................................................    48
 SECTION 9.4.  Liquidation......................................................................    48
 SECTION 9.5.  Mergers, Consolidations, Amalgamations or Replacements of the Trust..............    49
ARTICLE X - MISCELLANEOUS PROVISIONS............................................................    50
 SECTION 10.1.  Limitation of Rights of Holders.................................................    50
 SECTION 10.2.  Amendment.......................................................................    51
 SECTION 10.3.  Separability....................................................................    52
 SECTION 10.4.  Governing Law...................................................................    52
 SECTION 10.5.  Payments Due on Non-Business Day................................................    52
 SECTION 10.6.  Successors......................................................................    52
 SECTION 10.7.  Headings........................................................................    53
 SECTION 10.8.  Reports, Notices and Demands....................................................    53
 SECTION 10.9.  Agreement Not to Petition.......................................................    53
 SECTION 10.10.  Agreed Tax Treatment of Trust and Trust Securities.............................    54
 SECTION 10.11.  Application of Trust Indenture Act.............................................    54
 SECTION 10.12.  Acceptance of Terms of Declaration, Guarantee and Indenture....................    54
 SECTION 10.13.  Counterparts...................................................................    55
</TABLE>

                                     -ii-
<PAGE>

     AMENDED AND RESTATED DECLARATION OF TRUST, dated as of ____________, 200__,
among (i) UNUMPROVIDENT CORPORATION, a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) THE CHASE MANHATTAN BANK, a
banking corporation organized under the laws of the State of New York, as
property trustee, (in each such capacity, the "Property Trustee" and, in its
separate corporate capacity and not in its capacity as Property Trustee, the
"Bank"), (iii) THE CHASE MANHATTAN BANK USA, N.A., a national banking
association organized under the laws of the United States, as Delaware trustee
(the "Delaware Trustee"), (iv) __________________, an individual,
_________________, an individual, and _________________, an individual, each of
whose address is c/o UNUMPROVIDENT CORPORATION, 1 Fountain Square, Chattanooga,
Tennessee 37402 (each an "Administrative Trustee" and collectively the
"Administrative Trustees") and (v) the several HOLDERS, as hereinafter defined.


                             W I T N E S S E T H :


     WHEREAS, the Depositor, The Chase Manhattan Bank USA, N.A., as Trustee, The
Chase Manhattan Bank, as Trustee, and ______________________, as Trustee have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into that certain Declaration of
Trust, dated as of ______________, 200__ (the "Original Declaration"), and by
the execution and filing by The Chase Manhattan Bank USA, N.A., as Trustee, The
Chase Manhattan Bank, as Trustee, and ____________________, as Trustee, with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on _____________, 200___, attached as Exhibit A; and

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

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


                                   ARTICLE I
                        INTERPRETATION AND DEFINITIONS

SECTION 1.1.  Interpretation.

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

                                       1
<PAGE>

     (a)  the terms defined in this Article have the meanings assigned to them
          in this Article and include the plural as well as the singular;

     (b)  all other terms used herein that are defined in the Trust Indenture
          Act, either directly or by reference therein, have the meanings
          assigned to them therein;

     (c)  unless the context otherwise requires, any reference to an "Article"
          or a "Section" refers to an Article or a Section, as the case may be,
          of this Declaration;

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

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

SECTION 1.2.  Certain Definitions.

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

     "Act" has the meaning specified in Section 6.8.

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

     "Additional Interest" has the meaning specified in Section 101 of the
Indenture.

     "Additional Sums" has the meaning specified in Section 1013 of the
Indenture.

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

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

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

                                      -2-
<PAGE>

     "Bankruptcy Event" means, with respect to any Person:

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

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

     "Bankruptcy Laws" has the meaning specified in Section 10.9.

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

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

     "Business Day" means a day other than

     (a)  a Saturday or Sunday,

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

                                      -3-
<PAGE>

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

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

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

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

     "Closing Date" has the meaning specified in the Underwriting Agreement,
which date is also the date of execution and delivery of this Declaration.

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

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

     "Common Holder" means the holder of all or substantially all of the Common
Securities.

     "Common Securities Certificate" means a certificate evidencing Common
Securities, substantially in the form attached as Exhibit C.

     "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $1,000 and having the rights provided
therefor in this Declaration, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

     "Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located in New York, New
York, and (ii) when used with respect to the Debenture Trustee, the principal
office of the Debenture Trustee located in New York, New York.

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

     "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture
including any date fixed for redemption pursuant to the exercise by the
Depositor of its optional right to redeem the Debentures

                                      -4-
<PAGE>

prior to their stated maturity either (i) in whole or in part after a certain
date specified in the applicable prospectus supplement and in any supplemental
indenture or Board Resolution or (ii) in whole but not in part after the
occurrence of a Debenture Tax Event or an Investment Company Event.

     "Debenture Tax Event" means a "Tax Event" as defined in the Indenture.

     "Debenture Trustee" means The Chase Manhattan Bank, a banking corporation
organized under the laws of the State of New York, solely in its capacity as
Debenture Trustee of the Debentures and not in its individual capacity and any
successor thereto.

     "Debentures" means the aggregate principal amount of the Depositor's
______% [Junior Subordinated Deferrable Interest Debentures], Series ____,
issued pursuant to the Indenture.

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

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

     "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. (ss.) 3801, et seq., as it may be amended from time to time.

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

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

     "Distribution Date" has the meaning specified in Section 4.1(a).

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

     "Early Termination Event" has the meaning specified in Section 9.2.

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

                                      -5-
<PAGE>

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

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

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

     (d)  default in the performance, or breach, in any material respect, of any
          covenant or warranty of the Administrative Trustees in this
          Declaration (other than those specified in clause (b) or (c) above)
          and continuation of such default or breach for a period of 60 days
          after there has been given, by registered or certified mail, to the
          defaulting Trustee or Trustees by the Holders of at least 25% in
          aggregate Liquidation Amount of the Outstanding Preferred Securities a
          written notice specifying such default or breach and requiring it to
          be remedied and stating that such notice is a "Notice of Default"
          hereunder; or

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

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

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

     "Expiration Date" has the meaning specified in Section 9.1.

     "Global Preferred Security" means a Preferred Securities Certificate
evidencing ownership of Book-Entry Preferred Securities.

     "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and The Chase Manhattan Bank, as trustee, contemporaneously with the
execution and delivery of this Declaration, for the benefit of the holders of
the Preferred Securities, as amended from time to time.

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

     "Indenture" means the [Indenture], dated as of ______________, 200____,
between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time.

                                      -6-
<PAGE>

     "Investment Company Act" or "1940 Act" means the Investment Company Act of
1940, as amended.

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

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

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

     "Liquidation Amount" means the stated amount of $_______ per Trust
Security.

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

     "Liquidation Distribution" has the meaning specified in Section 9.4(d).

     "Majority in Liquidation Amount of the Preferred Securities" or "Majority
in Liquidation Amount of the Common Securities" means, except as provided by the
Trust Indenture Act, Preferred Securities or Common Securities, as the case may
be, representing more than 50% of the aggregate Liquidation Amount of all then
Outstanding Preferred Securities or all then Outstanding Common Securities, as
the case may be.

     "Officers' Certificate" means a certificate signed by the President or a
Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Depositor, and delivered to the appropriate
Trustee.  One of the officers signing an Officers' Certificate given pursuant to
Section 8.16 shall be the principal executive, financial or accounting officer
of the

                                      -7-
<PAGE>

Depositor. Any Officers' Certificate delivered with respect to compliance with a
covenant or condition provided for in this Declaration shall include:

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

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

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

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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Trust or the Depositor or any Affiliate of either and
who shall be reasonably acceptable to the Property Trustee.

     "Original Declaration" has the meaning specified in the recitals to this
Declaration.

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

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

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

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


                                      -8-
<PAGE>

          or waiver, only Preferred Securities that a Responsible Officer of
          such Trustee actually knows to be so owned shall be so disregarded;
          and

     (d)  the foregoing shall not apply at any time when all the Outstanding
          Preferred Securities are owned by the Depositor, one or more of the
          Trustees and/or any such Affiliate.  Preferred Securities so owned
          which have been pledged in good faith may be regarded as Outstanding
          if the pledgee establishes to the satisfaction of the Administrative
          Trustees the pledgee's right so to act with respect to such Preferred
          Securities and that the pledgee is not the Depositor or any Affiliate
          of the Depositor.

     "Owner" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing Agency).

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

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

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

     "Preferred Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Declaration, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

     "Preferred Securities Certificate" means a certificate evidencing Preferred
Securities, substantially in the form attached as Exhibit E.

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

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

                                      -9-
<PAGE>

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

     "Relevant Trustee" has the meaning specified in Section 8.10.

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

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

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

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

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

     "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

     "Trust Security" means any one of the Common Securities or the Preferred
Securities.

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

     "Underwriting Agreement" means the Underwriting Agreement, dated as of
____________, 200___, among the Trust, the Depositor and the several
underwriters named therein.

                                     -10-
<PAGE>

                                  ARTICLE II
                           CONTINUATION OF THE TRUST

SECTION 2.1.  Name.

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

SECTION 2.2.  Office of the Delaware Trustee; Principal Place of Business.

     The name and address of the Delaware Trustee, with a principal place of
business in the State of Delaware, is The Chase Manhattan Bank USA, N.A., 1201
Market Street, Wilmington, Delaware 19801, Attention: Corporate Trust
Administration, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Holders and the Depositor.  The
principal executive office of the Trust is in care of UnumProvident Corporation,
1 Fountain Square, Chattanooga, Tennessee 37402.

SECTION 2.3.  Initial Contribution of Trust Property; Organizational Expenses.

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

SECTION 2.4.  Issuance of the Preferred Securities.

     The Depositor, on behalf of the Trust and pursuant to the Original
Declaration, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Declaration, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Sections 5.2, 5.3 and 8.9(a) and deliver to the Underwriters named in the
Underwriting Agreement Preferred Securities Certificates, registered in the name
of the nominee of the initial Clearing Agency, representing ______________
Preferred Securities, having an aggregate Liquidation Amount of $_______________
against receipt of the aggregate purchase price of such Preferred Securities of
$_________________ which amount such Administrative Trustee shall promptly
deliver to the Property Trustee.  [In connection with the exercise of any over-
allotment option set forth in the Underwriting Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Sections 5.2,
5.3 and 8.9(a) and deliver to the Underwriters named in the Underwriting
Agreement Preferred Securities Certificates, registered in the name of the
nominee of the initial Clearing Agency or as otherwise requested by the
purchasers named in such Underwriting Agreement, representing _________
Preferred Securities, having an aggregate Liquidation Amount of $______________
against receipt of the aggregate purchase price of such Preferred Securities of
$______________, which amount such Administrative Trustee shall promptly deliver
to the Property Trustee.]

                                     -11-
<PAGE>

SECTION 2.5.  Issuance of the Common Securities; Subscription and Purchase of
Debentures.

     Contemporaneously with the execution and delivery of this Declaration, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Sections 5.2, 5.3 and 8.9(a) and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, representing __________
Common Securities, having an aggregate Liquidation Amount of $_______________,
against payment by the Depositor of such amount, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe for and purchase from the Depositor Debentures, registered in
the name of the Trust and having an aggregate principal amount of
$_________________, and, in satisfaction of the purchase price for such
Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the
Depositor the sum of $_________________ (being the sum of the amounts delivered
to the Property Trustee pursuant to (i) the second sentence of Section 2.4 and
(ii) the first sentence of this Section 2.5).  [In connection with the exercise
of the over-allotment option set forth in the Underwriting Agreement, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Sections 5.2, 5.3 and 8.9(a) and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, representing _________
Common Securities, having an aggregate Liquidation Amount of $_____________
against payment by the Depositor of such amount, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe for and purchase from the Depositor Debentures, registered in
the name of the Trust and having an aggregate principal amount of
$______________, and, in satisfaction of the purchase price for such Debentures,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the
sum of $____________ (being the sum of the amount delivered to the Property
Trustee pursuant to (i) the third sentence of Section 2.4 and (ii) the third
sentence of this Section 2.5).]

SECTION 2.6.  Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities and to use the proceeds from such sale to acquire Debentures,
(b) to make distributions to the Holders of Trust Securities, and (c) to engage
in those activities necessary, convenient or incidental thereto.  The Depositor
hereby appoints the Trustees as trustees of the Trust, each to have all the
rights, powers and duties of such Trustee set forth herein, and the Trustees
hereby accept such appointment.  The Property Trustee hereby declares that it
will hold the Trust Property in trust upon and subject to the conditions set
forth herein for the benefit of the Trust and the Holders.  The Administrative
Trustees shall have all rights, powers and duties set forth herein and in
accordance with applicable law with respect to accomplishing the purposes of the
Trust.  Notwithstanding anything in this Declaration to the contrary, the
Delaware Trustee shall not be entitled to exercise any powers or authority
(except to the extent required under the Delaware Business Trust Act), nor shall
the Delaware Trustee have any of the duties and responsibilities, of the
Trustees collectively, the Property Trustee or the Administrative Trustees set
forth herein.  Notwithstanding any provision to the contrary in this Declaration
or elsewhere, the Delaware Trustee shall be one of the trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807(a)
of the Delaware Business Trust Act and (except for such duties of the Delaware

                                     -12-
<PAGE>

Trustee as may be expressly set forth herein) the Delaware Trustee (both as such
and in its individual capacity) shall have no duties or liabilities to any
Person under this Declaration or otherwise in respect of or in connection with
the Trust, the Trust Securities, or its serving as a trustee of the Trust.

SECTION 2.7.  Authorization to Enter into Certain Transactions.

     (a)  The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Declaration.  Subject to the limitations set forth in Section
2.7(b), and in accordance with the following clauses (i) and (ii), the Trustees
shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express or implied, otherwise granted to the Trustees under this Declaration,
and to perform all acts in furtherance thereof, including without limitation the
following:

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

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

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

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

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

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

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

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

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

                                     -13-
<PAGE>

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

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

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

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

          (A)  the establishment of the Payment Account;

          (B)  the receipt of the Debentures;

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

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

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

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

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

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

                                     -14-
<PAGE>

          (I)  after an Event of Default (other than under paragraph (b), (c),
               (d) or (e) of the definition of such term if such Event of
               Default is by or with respect to the Property Trustee) the taking
               of any action incidental or convenient to the foregoing as the
               Property Trustee may from time to time determine is necessary or
               advisable to give effect to the terms of this Declaration and
               protect and conserve the Trust Property for the benefit of the
               Holders (without consideration of the effect of any such action
               on any particular Holder); and

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

     (b) So long as this Declaration remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby.  In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Declaration, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the
Trust Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would cause, or would reasonably be
expected to cause, the Trust to become taxable as a corporation or classified as
other than a grantor trust for United States federal income tax purposes, (iv)
incur any indebtedness for borrowed money or issue any other debt or (v) take or
consent to any action that would (1) cause the Debentures or any security
succeeding such Debentures to be treated as other than indebtedness of the
Depositor for United States federal income tax purposes unless the Trust first
obtains the consent of all Holders of Outstanding Preferred Securities or (2)
result in the granting or creation of a Lien on any of the Trust Property.  The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the interest
of the Trust or the Holders in their capacity as Holders.

     (c) In connection with the issue and sale of the Preferred Securities, the
Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Declaration are hereby ratified and confirmed in all respects): (i) the
preparation and filing by the Trust with the Commission and the execution on
behalf of the Trust of a registration statement on the appropriate form in
relation to the Preferred Securities, including any amendments thereto and the
taking of any action necessary or desirable to sell the Preferred Securities in
a transaction or series of transactions pursuant thereto; (ii) the determination
of the States or other jurisdictions (if any) in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities
and the determination of any and all such acts, other than actions which must be
taken by or on behalf of the Trust, and the advice to the Trustees of actions
they must take on behalf of the Trust, and the preparation for execution and
filing of any documents to be executed and filed by the Trust or on behalf of
the Trust, as the Depositor deems necessary or advisable in order to comply with
the applicable laws of any such States; (iii) the preparation for filing by the
Trust and execution on behalf of the Trust of an application to the New York
Stock Exchange or any other national stock exchange or the Nasdaq National
Market for listing, upon notice of issuance, of any Preferred Securities; (iv)
the preparation for filing by the Trust with the

                                     -15-
<PAGE>

Commission and the execution on behalf of the Trust of a registration statement
on Form 8-A relating to the registration of the Preferred Securities under
Section 12(b) or 12(g) of the Exchange Act, including any amendments thereto;
(v) the negotiation of the terms of, and the execution and delivery of, the
Underwriting Agreement providing for the sale of the Preferred Securities; and
(vi) the taking of any other actions necessary or desirable to carry out any of
the foregoing activities.

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

SECTION 2.8.  Assets of Trust.

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

SECTION 2.9.  Title to Trust Property.

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


                                  ARTICLE III
                                PAYMENT ACCOUNT

SECTION 3.1.  Payment Account.

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

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

                                     -16-
<PAGE>

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


                                  ARTICLE IV
                           DISTRIBUTIONS; REDEMPTION

SECTION 4.1.  Distributions.

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

     (i)   Distributions on the Trust Securities shall be cumulative, and will
           accumulate whether or not there are funds of the Trust available for
           the payment of Distributions. Distributions shall accrue from
           ____________, 200____, and, except to the extent that the Depositor
           exercises its right to defer the payment of interest on the
           Debentures in accordance with the Indenture, shall be payable semi-
           annually in arrears on _______ 15 and ___________ 15 of each year,
           commencing on ________________ 15, 200___. If any date on which a
           Distribution would otherwise be payable on the Trust Securities is
           not a Business Day, then the payment of such Distribution shall be
           made on the next succeeding day that is a Business Day (and, so long
           as such payment is made on the next succeeding Business Day, without
           any interest or other payment in respect of any such delay), or, if
           such Business Day falls in the next calendar year, on the immediately
           preceding Business Day, in each case, with the same force and effect
           as if made on such date (each date on which Distributions are payable
           in accordance with this Section 4.1(a), a "Distribution Date").

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

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

                                     -17-
<PAGE>

     (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities at the close of business on the relevant
record date for such Distribution Date, which shall be one Business Day prior to
such Distribution Date; provided, however, that in the event that the Preferred
Securities do not remain in book-entry-only form, the relevant record date for a
Distribution Date shall be the date 15 days prior to such Distribution Date.
Distributions payable on any Trust Securities that are not punctually paid on
any Distribution Date as a result of the Depositor having failed to make an
interest payment under the Debentures will cease to be payable to the Person in
whose name such Trust Securities are registered on the relevant record date, and
such defaulted Distribution will instead be payable to the Person in whose name
such Trust Securities are registered on the special record date or other
specified date for determining Holders entitled to such defaulted interest
established in accordance with the Indenture.

SECTION 4.2.  Redemption.

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

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

     (i)   the Redemption Date;

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

     (iii) the CUSIP number;

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

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

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

                                     -18-
<PAGE>

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

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

     (e) Payment of the Redemption Price for Trust Securities shall be made to
the recordholders thereof as they appear on the Securities Register on the
relevant record date for the Redemption Date, which shall be one Business Day
prior to such Redemption Date; provided, however, that in the event that the
Preferred Securities do not remain in book-entry-only form,  the relevant record
date for a Redemption Date shall be the date 15 days prior to such Redemption
Date.

     (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata (based on Liquidation Amounts) among the Common

                                     -19-
<PAGE>

Securities and the Preferred Securities. The particular Preferred Securities to
be redeemed shall be selected pro rata (based upon Liquidation Amounts) not more
than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to $_______ or an integral multiple of $_______ in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than$_______; provided, however, that so long as the Preferred Securities
are in book-entry-only form, such selection shall be made in accordance with the
customary procedures for the Clearing Agency for the Preferred Securities by
such Clearing Agency. The Property Trustee shall promptly notify the Security
Registrar in writing of the Preferred Securities selected for redemption and, in
the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Declaration,
unless the context otherwise requires, all provisions relating to the redemption
of Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities that has been or is to be redeemed.

SECTION 4.3.  Subordination of Common Securities.

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

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

                                     -20-
<PAGE>

and only the Holders of all the Preferred Securities will have the right to
direct the Property Trustee to act on their behalf.

SECTION 4.4.  Payment Procedures.

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

SECTION 4.5.  Tax Returns and Reports.

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

SECTION 4.6.  Payment of Taxes, Duties, Etc.  of the Trust.

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

SECTION 4.7.  Payments under Indenture or Pursuant to Direct Actions.

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

SECTION 4.8.  Liability of the Holder of Common Securities.

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

                                     -21-
<PAGE>

                                   ARTICLE V
                         TRUST SECURITIES CERTIFICATES

SECTION 5.1.  Initial Ownership.

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

SECTION 5.2.  The Trust Securities Certificates.

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

SECTION 5.3.  Execution and Delivery of Trust Securities Certificates.

     At the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its chairman of the board,
its president, any executive vice president or any vice president, treasurer or
assistant treasurer or controller without further corporate action by the
Depositor, in authorized denominations.  [In connection with the exercise of any
over-allotment option set forth in the Underwriting Agreement, the
Administrative Trustees shall cause Trust Securities Certificates, in an
aggregate Liquidation Amount as provided in the third sentence of Section 2.4
and the third sentence of Section 2.5, to be executed on behalf of the Trust and
delivered to or upon the written order of the Depositor, signed by its chairman
of the board, its president, any executive vice president or any vice president,
treasurer or assistant treasurer or controller without further corporate action
by the Depositor, in authorized denominations.]

SECTION 5.4.  Registration of Transfer and Exchange of Trust Securities
Certificates.

     The Property Trustee shall keep or cause to be kept, at its Corporate Trust
Office, a register or registers for the purpose of registering Trust Securities
Certificates and transfers and exchanges of Trust Securities Certificates (the
"Securities Register"), in which the registrar and transfer agent with respect
to the Trust Securities designated by the Depositor (the "Securities
Registrar"), subject to such reasonable regulations as it may prescribe, shall
provide for the registration of

                                     -22-
<PAGE>


Preferred Securities Certificates and Common Securities Certificates (subject to
Section 5.10 in the case of the Common Securities Certificates) and registration
of transfers and exchanges of Trust Securities Certificates as herein provided.
The Property Trustee shall be the initial Securities Registrar. The provisions
of Sections 8.1, 8.3 and 8.6 shall apply to the Property Trustee also in its
role as Securities Registrar, for so long as the Property Trustee shall act as
Securities Registrar.

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

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

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

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

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

SECTION 5.5.  Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities

                                     -23-
<PAGE>

Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a protected
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustees or the Securities Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Trust Securities
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an undivided beneficial interest in the Trust Property, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

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

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

SECTION 5.6.  Persons Deemed Holders.

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

SECTION 5.7.  Access to List of Holders' Names and Addresses.

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

SECTION 5.8.  Maintenance of Office or Agency.

     The Administrative Trustees shall maintain an office or offices or agency
or agencies where Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served.  The
Administrative Trustees initially designate The Chase Manhattan Bank, 450 West
33rd Street, 15th Floor, New York, New York 10001 Attention: Corporate Trust
Administration, as their principal corporate trust office for such purposes.
The Administrative Trustees shall give prompt written notice to the Depositor
and to the Holders of any change in the location of the Securities Register or
any such office or agency.

                                     -24-
<PAGE>

SECTION 5.9.  Appointment of Paying Agent.

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

SECTION 5.10.  Ownership of Common Securities by Depositor.

     At the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities executed and delivered on the Closing
Date.  [In connection with the exercise of any over-allotment option set forth
in the Underwriting Agreement, the Depositor shall acquire and retain beneficial
and record ownership of the additional Common Securities executed and delivered
in connection with the exercise of the over-allotment option.]  To the fullest
extent permitted by law, other than a transfer to an Affiliate of the Depositor
or in connection with a transaction permitted pursuant to Article Eight of the
Indenture (and in either case only upon an effective assignment and delegation
by the Holder of all the Common Securities to its transferee of all of its
rights and obligations under the Expense Agreement), any attempted transfer of
the Common Securities shall be void.  The Administrative Trustees shall cause
each Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE OTHER THAN IN ACCORDANCE WITH
SECTION 5.10 OF THE DECLARATION."

                                     -25-
<PAGE>

SECTION 5.11.  Global Preferred Securities Certificates; Common Securities
Certificate.

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

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

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

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

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

SECTION 5.12.  Notices to Clearing Agency.

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

                                     -26-
<PAGE>

SECTION 5.13.  Definitive Preferred Securities Certificates.

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

SECTION 5.14.  Rights of Holders.

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

     (b) For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in aggregate principal amount of the outstanding Debentures fail
to declare the principal of all of the Debentures to be immediately due, the
Holders of at least 25% in aggregate Liquidation Amount of the Preferred
Securities then Outstanding shall have such right by a notice in writing to the
Depositor,

                                     -27-
<PAGE>

the Property Trustee and the Debenture Trustee; and upon any such declaration
such principal amount of and the accrued interest on all of the Debentures shall
become immediately due, provided that the payment of principal and interest on
such Debentures shall remain subordinated to the extent provided in the
Indenture.

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

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

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

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

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

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

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

     Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Preferred Securities, a record date shall be established for determining Holders
of Outstanding Preferred Securities entitled to join in such notice, which
record date shall be at the close of business on the day the Property Trustee

                                     -28-
<PAGE>

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

     (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Declaration and
the Indenture, upon a Debenture Event of Default specified in Section 501(1) or
501(2) of the Indenture, any Holder of Preferred Securities shall have the right
to institute a proceeding directly against the Depositor, pursuant to Section
508 of the Indenture, for enforcement of payment to such Holder of any amounts
payable in respect of Debentures having an aggregate principal amount equal to
the Liquidation Amount of the Preferred Securities of such Holder (a "Direct
Action").  Except as set forth in Section 5.14(b) and this Section 5.14(c),
Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to holders of, or in respect of, Debentures.

     (d) Except as otherwise provided in paragraphs (a), (b) and (c) of this
Section 5.13, the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default or Event of Default and its consequences.
Upon such waiver, any such default or Event of Default shall cease to exist, and
any default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Declaration, but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon.


                                  ARTICLE VI
                       ACTS OF HOLDERS; MEETINGS; VOTING

SECTION 6.1.  Limitations on Voting Rights.

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

     (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method or place of conducting any
proceeding for any remedy available to the

                                     -29-
<PAGE>

Debenture Trustee, or executing any trust or power conferred on the Debenture
Trustee with respect to such Debentures, (ii) waive any past default which is
waivable under Section [513] of the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and payable or (iv) consent to any amendment, modification or termination of
the Indenture or the Debentures, where such consent shall be required, without,
in each case, obtaining the prior approval of the Holders of at least a Majority
in Liquidation Amount of the Preferred Securities; provided, however, that where
a consent under the Indenture would require the consent of each holder of
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of each Holder of Preferred
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of Preferred Securities, except by a
subsequent vote of the Holders of Preferred Securities. The Property Trustee
shall notify all Holders of Preferred Securities of any notice of default
received from the Debenture Trustee with respect to the Debentures. In addition
to obtaining the foregoing approvals of Holders of Preferred Securities, prior
to taking any of the foregoing actions, the Trustees shall, at the expense of
the Depositor, obtain an Opinion of Counsel experienced in such matters to the
effect that such action shall not cause the Trust to be classified as other than
a grantor trust or taxable as a corporation for United States federal income tax
purposes.

     (c) If any proposed amendment to the Declaration provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to this Declaration or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Declaration, then the Holders of
Outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities.  Notwithstanding any other provision of this
Declaration, no amendment to this Declaration may be made if, as a result of
such amendment, it would cause the Trust to be classified as other than a
grantor trust or taxable as a corporation for United States federal income tax
purposes.

SECTION 6.2.  Notice of Meetings.

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

SECTION 6.3.  Meetings of Holders of Preferred Securities.

     No annual meeting of Holders is required to be held.  The Administrative
Trustees, however, shall call a meeting of Holders of Preferred Securities to
vote on any matter upon the written request of the Holders of record of at least
25% in aggregate Liquidation Amount of Outstanding Preferred Securities and the
Administrative Trustees or the Property Trustee may, at

                                     -30-
<PAGE>

any time in their discretion, call a meeting of Holders of Preferred Securities
to vote on any matters as to which Holders of Preferred Securities are entitled
to vote. Holders of at least a Majority in Liquidation Amount of the Preferred
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of Holders of Preferred Securities.

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

SECTION 6.4.  Voting Rights.

     In respect of any matter as to which a Holder is entitled to vote, such
Holder shall be entitled to one vote for each $1,000 of Liquidation Amount Trust
Securities held of record by such Holder.

SECTION 6.5.  Proxies, etc.

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

SECTION 6.6.  Holder Action by Written Consent.

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

SECTION 6.7.  Record Date for Voting and Other Purposes.

     Except as provided in Section 5.14(b), for the purpose of determining the
Holders who are entitled to notice of and to vote at any meeting or to act by
written consent, or to participate in any

                                     -31-
<PAGE>

Distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Declaration, or for the purpose of any other
action, the Administrative Trustees or Property Trustee may from time to time
fix a date, not more than 90 days prior to the date of any meeting of Holders or
the payment of a Distribution or other action, as the case may be, as a record
date for the determination of the identity of the Holders of record for such
purposes.

SECTION 6.8.  Acts of Holders.

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

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

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

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

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

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

                                     -32-
<PAGE>

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

SECTION 6.9.  Inspection of Records.

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


                                  ARTICLE VII
                        REPRESENTATIONS AND WARRANTIES

SECTION 7.1.  Representations and Warranties of the Property Trustee and the
Delaware Trustee.

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

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

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

     (c)  the Delaware Trustee is a national banking association duly organized,
          validly existing and in good standing under the laws of the United
          States of America;

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

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

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

                                     -33-
<PAGE>

          the Delaware Trustee, (ii) violate any provision of, or constitute,
          with or without notice or lapse of time, a default under, or result in
          the creation or imposition of, any Lien on any properties included in
          the Trust Property pursuant to the provisions of, any indenture,
          mortgage, credit agreement, license or other agreement or instrument
          to which the Property Trustee or the Delaware Trustee is a party or by
          which it is bound, or (iii) violate any law, governmental rule or
          regulation of the United States or the State of Delaware, as the case
          may be, governing the banking, trust or general powers of the Property
          Trustee or the Delaware Trustee (as appropriate in context) or any
          order, judgment or decree applicable to the Property Trustee or the
          Delaware Trustee;

     (g)  neither the authorization, execution or delivery by the Property
          Trustee or the Delaware Trustee of this Declaration nor the
          consummation of any of the transactions by the  Property Trustee or
          the Delaware Trustee (as appropriate in context) contemplated herein
          requires the consent or approval of, the giving of notice to, the
          registration with or the taking of any other action with respect to
          any governmental authority or agency under any existing federal law
          governing the banking, trust or general powers of the Property Trustee
          or the Delaware Trustee, as the case may be, under the laws of the
          United States or the State of Delaware (other than the filing of
          appropriate certificates in accordance with the Delaware Business
          Trust Act);

     (h)  there are no proceedings pending or, to the best of each of the
          Property Trustee's and the Delaware Trustee's knowledge, threatened
          against or affecting the Property Trustee or the Delaware Trustee in
          any court or before any governmental authority, agency or arbitration
          board or tribunal which, individually or in the aggregate, would
          materially and adversely affect the Trust or would question the right,
          power and authority of the Property Trustee or the Delaware Trustee,
          as the case may be, to enter into or perform its obligations as one of
          the Trustees under this Declaration.

SECTION 7.2.  Representations and Warranties of Depositor.

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


                                 ARTICLE VIII
                                 THE TRUSTEES

SECTION 8.1.  Certain Duties and Responsibilities.

                                     -34-
<PAGE>

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

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

     (c) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof.  Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security.  This Section 8.1(c)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Declaration or, in the case of the Property Trustee, in the Trust Indenture
Act.

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

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

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

                                     -35-
<PAGE>

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

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

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

SECTION 8.2.  Certain Notices.

     Within five Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.8, notice of such Event of Default to the Holders, the Administrative
Trustees and the Depositor, unless such Event of Default shall have been cured
or waived.

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

SECTION 8.3.  Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

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

     (b)   if (i) in performing its duties under this Declaration the Property
           Trustee is required to decide between alternative courses of action
           or (ii) in construing any of the provisions of this Declaration the
           Property Trustee finds the same ambiguous or

                                     -36-
<PAGE>

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

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

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

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

     (f)  the Property Trustee may consult with counsel (which counsel may be
          counsel to the Depositor or any of its Affiliates, and may include any
          of its employees) and the advice of such counsel shall be full and
          complete authorization and protection in respect of any action taken,
          suffered or omitted by it hereunder in good faith and in reliance
          thereon and in accordance with such advice; the Property Trustee shall
          have the right at any time to seek instructions concerning the
          administration of this Declaration from any court of competent
          jurisdiction;

     (g)  the Property Trustee shall be under no obligation to exercise any of
          the rights or powers vested in it by this Declaration at the request
          or direction of any of the Holders pursuant to this Declaration,
          unless such Holders shall have offered to the Property Trustee
          reasonable security or indemnity satisfactory to it against the costs,
          expenses and liabilities which might be incurred by it in compliance
          with such request or direction; provided, however, that, nothing
          contained in this Section 8.3(g) shall be taken to relieve the
          Property Trustee, upon the occurrence of an

                                     -37-
<PAGE>

          Event of Default, of its obligation to exercise the rights and powers
          vested in it by this Declaration;

     (h)  the Property Trustee shall not be bound to make any investigation into
          the facts or matters stated in any resolution, certificate, statement,
          instrument, opinion, report, notice, request, consent, order,
          approval, bond, debenture, note or other evidence of indebtedness or
          other paper or document, unless requested in writing to do so by one
          or more Holders, but the Property Trustee may make such further
          inquiry or investigation into such facts or matters as it may see fit;

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

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

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

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

     No provision of this Declaration shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation.  No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.  The Delaware Trustee shall have the same rights and
benefits as the Property Trustee under this paragraph and paragraphs (a) through
(l) of this Section.

                                     -38-
<PAGE>

SECTION 8.4.  Not Responsible for Recitals or Issuance of Securities.

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

SECTION 8.5.  May Hold Securities.

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

SECTION 8.6.  Compensation; Indemnity; Fees.

     The Depositor agrees:

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

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

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

     The provisions of this Section 8.6 shall survive the termination of this
Declaration.

                                     -39-
<PAGE>

     No Trustee may claim any Lien on any Trust Property as a result of any
amount due pursuant to this Section 8.6.

     The Depositor and any Trustee (in the case of the Property Trustee, subject
to Section 8.8) may engage in or possess an interest in other business ventures
of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of Trust
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper.  Neither the Depositor, nor any Trustee,
shall be obligated to present any particular investment or other opportunity to
the Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and the Depositor or any Trustee shall have
the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity.  Any Trustee may engage or be interested in any financial or other
transaction with the Depositor or any Affiliate of the Depositor, or may act as
depository for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Depositor or its Affiliates.

SECTION 8.7.  Corporate Property Trustee Required; Eligibility of Trustees.

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

     (b)  There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities.  Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity.

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

                                     -40-
<PAGE>

SECTION 8.8.  Conflicting Interests.

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

SECTION 8.9.  Co-Trustees and Separate Trustee.

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

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

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

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

     (b)  The rights, powers, duties, and obligations hereby conferred or
imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the
Property Trustee or by the Property Trustee and

                                     -41-
<PAGE>

such co-trustee or separate trustee jointly, as shall be provided in the
instrument appointing such co-trustee or separate trustee, except to the extent
that under any law of any jurisdiction in which any particular act is to be
performed, the Property Trustee shall be incompetent or unqualified to perform
such act, in which event such rights, powers, duties and obligations shall be
exercised and performed by such co-trustee or separate trustee.

     (c)  The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case a Debenture Event of Default has occurred and is continuing, the
Property Trustee shall have power to accept the resignation of, or remove, any
such co-trustee or separate trustee without the concurrence of the Depositor.
Upon the written request of the Property Trustee, the Depositor shall join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or
removal.  A successor to any co-trustee or separate trustee so resigning or
removed may be appointed in the manner provided in this Section.

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

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

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

SECTION 8.10.  Resignation and Removal; Appointment of Successor.

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

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

     Unless a Debenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Common Holder.  If a
Debenture Event of Default shall have occurred and be continuing, the Property
Trustee or the Delaware Trustee, or both of them, may be removed at such time by
Act of the Holders of a Majority in Liquidation Amount of the Preferred
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust).  An Administrative Trustee may be removed by the Common
Holder at any time.

                                     -42-
<PAGE>

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

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

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

SECTION 8.11.  Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee (if, in the case of a Trustee other than the Property
Trustee, requested by the Depositor) and each successor Relevant Trustee with
respect to the Trust Securities shall execute and deliver an amendment hereto
wherein each successor Relevant Trustee shall accept such appointment and which
(a) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust and (b)

                                     -43-
<PAGE>

shall add to or change any of the provisions of this Declaration as shall be
necessary to provide for or facilitate the administration of the Trust by more
than one Relevant Trustee, it being understood that nothing herein or in such
amendment shall constitute such Relevant Trustees co-trustees. Upon the
execution and delivery of such amendment, the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee; but, on request of the Trust or any successor
Relevant Trustee and upon payment in full of all undisputed amounts then due and
owing to such retiring Relevant Trustee, such retiring Relevant Trustee shall
duly assign, transfer and deliver to such successor Relevant Trustee all Trust
Property, all proceeds thereof and money held by such retiring Relevant Trustee
hereunder with respect to the Trust Securities and the Trust.

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

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

SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business.

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

SECTION 8.13.  Preferential Collection of Claims Against Depositor or Trust.

     If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Preferred Securities), the
Property Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or the Trust (or any
such other obligor).  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other similar judicial proceeding relative to the Trust or any other obligor
upon the Trust Securities or the Trust Property or of such other obligor or
their creditors, the Property Trustee (irrespective of whether any Distributions
on the Trust Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

     (a)  to file and prove a claim for the whole amount of any Distributions
          owing and unpaid in respect of the Trust Securities and to file such
          other papers or documents

                                     -44-
<PAGE>

          as may be necessary or advisable in order to have the claims of the
          Property Trustee (including any claim for the reasonable compensation,
          expenses, disbursements and advances of the Property Trustee, its
          agents and counsel) and of the Holders allowed in such judicial
          proceeding, and

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

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

SECTION 8.14.  Reports by Property Trustee.

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

SECTION 8.15.  Reports to the Property Trustee.

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

SECTION 8.16.  Evidence of Compliance with Conditions Precedent.

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

                                     -45-
<PAGE>

SECTION 8.17.  Number of Administrative Trustees.

     (a)  The number of Administrative Trustees shall be _____, provided that
the Holder of all the Outstanding Common Securities by written instrument may
increase or decrease the number of Administrative Trustees. The Property Trustee
and the Delaware Trustee may be the same Person.

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

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

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

SECTION 8.18.  Delegation of Power.

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

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

SECTION 8.19.  Delaware Trustee.

     (a)  Notwithstanding any other provision of this Trust Agreement, the
          Delaware Trustee shall not be entitled to exercise any powers, nor
          shall the Delaware Trustee have any

                                     -46-
<PAGE>

          of the duties and responsibilities of the Administrative Trustees or
          the Property Trustee described in this Declaration. The Delaware
          Trustee shall be a trustee for the sole and limited purpose of
          fulfilling the requirements of Section 3807 of the Delaware Business
          Trust Act.

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

                                  ARTICLE IX
                      TERMINATION, LIQUIDATION AND MERGER

SECTION 9.1.  Dissolution Upon Expiration Date.

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

SECTION 9.2.  Early Termination.

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

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

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

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

                                     -47-
<PAGE>

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

SECTION 9.3.  Termination.

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

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

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

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

SECTION 9.4.  Liquidation.

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

     (i)   state the Liquidation Date;

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

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

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

                                     -48-
<PAGE>

establish such procedures as it shall deem appropriate to effect the
distribution of Debentures in exchange for the Outstanding Trust Securities
Certificates.

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

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

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

SECTION 9.5.  Mergers, Consolidations, Amalgamations or Replacements of the
Trust.

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except

                                     -49-
<PAGE>


pursuant to this Article IX. At the request of the Holder of the Common
Securities, with the consent of the Administrative Trustees and without the
consent of the Holders of the Preferred Securities, the Property Trustee or the
Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, or
be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of any
State; provided, that (i) such successor entity either (a) expressly assumes all
of the obligations of the Trust with respect to the Preferred Securities or (b)
substitutes for the Preferred Securities other securities having substantially
the same terms as the Preferred Securities ("Successor Securities") so long as
the Successor Securities rank the same as the Preferred Securities in priority
with respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed or traded,
or any Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially identical to
that of the Trust, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Property Trustee has received an
Opinion of Counsel to the effect that (a) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, and (b)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity will be required
to register as an investment company under the 1940 Act and (viii) the Depositor
or its permitted transferee owns all of the common securities of such successor
entity and guarantees the obligations of such successor entity under the
Successor Securities at least to the extent provided by the Guarantee.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of all Outstanding Preferred Securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other
Person to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor Person to be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes.

                                   ARTICLE X
                           MISCELLANEOUS PROVISIONS

SECTION 10.1.  Limitation of Rights of Holders.

     Except as set forth in Section 9.2, the death or incapacity, or the
dissolution, liquidation, termination, or the bankruptcy of any Person having an
interest, beneficial or otherwise, in Trust Securities shall not operate to
terminate this Declaration, nor entitle the legal representatives,

                                     -50-
<PAGE>

successors or heirs of such Person or any Holder for such Person, to claim an
accounting, take any action or bring any proceeding in any court for a partition
or winding up of the arrangements contemplated hereby, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

SECTION 10.2.  Amendment.

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

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

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

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

                                     -51-
<PAGE>

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

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

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

SECTION 10.3.  Separability.

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

SECTION 10.4.  Governing Law.

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

SECTION 10.5.  Payments Due on Non-Business Day.

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

SECTION 10.6.  Successors.

     This Declaration shall be binding upon and shall inure to the benefit of
any successor to the Depositor, the Trust or the Relevant Trustee, including any
successor by operation of law.  Except in connection with a transaction that is
permitted under Article Eight of the Indenture and pursuant

                                     -52-
<PAGE>

to which the assignee agrees in writing to perform the Depositor's obligations
hereunder, the Depositor shall not assign its obligations hereunder (any
purported assignment in contravention of this Section 10.6 being null and void).

SECTION 10.7.  Headings.

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

SECTION 10.8.  Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Declaration is required or permitted to be given or served to or upon any
Holder or the Depositor may be given or served in writing by deposit thereof,
first-class postage prepaid, in the United States mail, hand delivery or
facsimile transmission, in each case, addressed, (a) in the case of a Holder of
Preferred Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Common Holder or
the Depositor, to UnumProvident Corporation, 1 Fountain Square, Chattanooga,
Tennessee 37402, Attention: General Counsel, facsimile no.: (423) 755-5036.
Such notice, demand or other communication to or upon a Holder shall be deemed
to have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission.

     Any notice, demand or other communication which by any provision of this
Declaration is required or permitted to be given or served to or upon the Trust,
the Property Trustee, the Delaware Trustee or the Administrative Trustees shall
be given in writing by deposit thereof, first-class postage prepaid, in the
United States mail, or by hand delivery, in each case, addressed (until another
address is published by the Trust) as follows: (a) with respect to the Property
Trustee to The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New York,
New York 10001, Attention: Corporate Trustee Administration; (b) with respect to
the Delaware Trustee, to The Chase Manhattan Bank USA, N.A., 1201 Market Street,
Wilmington, Delaware 19801, Attention: Corporate Trust Administration; and (c)
with respect to the Administrative Trustees, to them at the address above for
notices to the Depositor, marked "Attention Administrative Trustees of
[UnumProvident Financing Trust __] " Such notice, demand or other communication
to or upon the Trust or the Property Trustee shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust
or the Property Trustee.

SECTION 10.9.  Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the Holders
that, until at least one year and one day after the Trust has been terminated in
accordance with Article IX, they shall not file, or join in the filing of, a
petition against the Trust under any bankruptcy, insolvency, reorganization or
other similar law (including, without limitation, the United States Bankruptcy
Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of
any proceeding against the Trust under any Bankruptcy Law.  In the event the
Depositor takes action in violation of this Section 10.9, the Property Trustee
agrees, for the benefit of Holders, that, at the expense of the Depositor, it
shall file an answer with the bankruptcy court or otherwise properly

                                     -53-
<PAGE>

contest the filing of such petition by the Depositor against the Trust or the
commencement of such action and raise the defense that the Depositor has agreed
in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination of this Declaration.

SECTION 10.10.  Agreed Tax Treatment of Trust and Trust Securities

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

SECTION 10.11.  Application of Trust Indenture Act.

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

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

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

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

SECTION 10.12.  Acceptance of Terms of Declaration, Guarantee and Indenture.

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

                                     -54-
<PAGE>

SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.

SECTION 10.13.  Counterparts.

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

                           [Signatures on Next Page]

                                     -55-
<PAGE>

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

                    UNUMPROVIDENT CORPORATION, as Depositor


                    By:_____________________________
                    Name:___________________________
                    Title:__________________________

                    THE CHASE MANHATTAN BANK,
                    not in its individual capacity, but solely in its
                    capacity as Property Trustee, Paying Agent
                    and Securities Registrar


                    By:______________________________
                    Name:____________________________
                    Title:___________________________


                    THE CHASE MANHATTAN BANK USA, N.A.,
                    not in its individual capacity, but solely in its
                    capacity as Delaware Trustee


                    By:______________________________
                    Name:____________________________
                    Title:___________________________

                    By: ___________________________________
                    _________________________, as Administrative Trustee


                    By: _______________________________
                    ___________________________, as Administrative Trustee


                    By: _______________________________
                    ___________________________, as Administrative Trustee

                                     -56-
<PAGE>

                                   EXHIBIT A

                             CERTIFICATE OF TRUST
                             --------------------

                                      OF
                                      --

                      [UNUMPROVIDENT FINANCING TRUST __]
                          ---------------------------


     THIS CERTIFICATE OF TRUST of [UnumProvident Financing Trust __] (the
"Trust"), dated ___________, 200___, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act  (12 Del.  C.  ss.  3801 et seq.) (the "Act").

     1.   Name.  The name of the business trust being formed hereby is
          ----
[UNUMPROVIDENT FINANCING TRUST __].

     2.   Delaware Trustee.  The name and business address of the trustee of the
          ----------------
Trust, with a principal place of business in the State of Delaware, is THE CHASE
MANHATTAN BANK USA, N.A., 1201 Market Street, Wilmington, Delaware 19801,
Attention: Corporate Trust Administration.

     3.   Effective Date.  This Certificate of Trust shall be effective upon its
          --------------
filing with the Secretary of State of Delaware.

     4.   Counterparts.  This Certificate of Trust may be executed in one or
          ------------
more counterparts.

                           [SIGNATURE PAGE FOLLOWS]

                                       1
<PAGE>

     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of
the Act.


                    THE CHASE MANHATTAN BANK USA, N.A.
                    not in its individual capacity,
                    but solely as trustee


                    By:____________________________
                    Name:__________________________
                    Title:_________________________


                    THE CHASE MANHATTAN BANK,
                    not in its individual capacity, but solely as trustee


                    By:____________________________
                    Name:__________________________
                    Title:_________________________



                    ___________________________________________
                    Susan N. Roth, not in
                    her individual capacity but solely
                    as trustee

                                      -2-
<PAGE>

                                   EXHIBIT B

                      [Form of Letter of Representations]

                              __________, 200____

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


Re: [UnumProvident Financing Trust __] ____% Cumulative Trust Preferred
Securities

     CUSIP No. ___________________

Ladies and Gentlemen:

     The purpose of this letter is to set forth certain matters relating to the
issuance and deposit with The Depository Trust Company ("DTC") of the book-entry
portion of the [UnumProvident Financing Trust __] ____% Cumulative Trust
Preferred Securities (the "Preferred Securities"), of [UnumProvident Financing
Trust __], a Delaware business trust (the "Issuer"), created and continued
pursuant to an Amended and Restated Declaration of Trust between UNUMPROVIDENT
CORPORATION ("UnumProvident"), The Chase Manhattan Bank, as Property Trustee,
The Chase Manhattan Bank USA, N.A., as Delaware Trustee, the Administrative
Trustees named therein and the holders, from time to time, of undivided
beneficial interests in the assets of the Issuer. The payment of distributions
on the Preferred Securities, and payments due upon liquidation of Issuer or
redemption of the Preferred Securities, to the extent the Issuer has funds
available for the payment thereof are guaranteed by UnumProvident to the extent
set forth in a Guarantee Agreement dated ___________, 200___ by UnumProvident
with respect to the Preferred Securities.  Provident and the Issuer propose to
sell the Preferred Securities to certain Underwriters (the "Underwriters")
pursuant to an Underwriting Agreement dated _______________, 200____ by and
among the Underwriters, the Issuer and Provident, and the Underwriters wish to
take delivery of the Preferred Securities through DTC.  The Chase Manhattan Bank
is acting as transfer agent and registrar with respect to the Preferred
Securities (the "Transfer Agent and Registrar").

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

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

                                       1
<PAGE>

name of DTC's nominee, Cede & Co., representing an aggregate of ____________
Preferred Securities and bearing the following legend:

          Unless this certificate is presented by an authorized
          representative of The Depository Trust Company, a New
          York corporation ("DTC"), to Issuer or its agent for
          registration of transfer, exchange, or payment, and any
          certificate issued is registered in the name of Cede &
          Co. or in such other name as is requested by an
          authorized representative of DTC (and any payment is
          made to Cede & Co. or to such other entity as is
          requested by an authorized representative of DTC), ANY
          TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
          OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
          the registered owner hereof, Cede & Co., has an
          interest herein.

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

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

     4.   In the event of any distribution on, or an offering or issuance of
rights with respect to, the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount
of and conditions, if any, applicable to the payment of any such distribution or
any such offering or issuance of rights; (b) any applicable expiration or
deadline date, or any date by which any action on the part of the holders of
Preferred Securities is required; and (c) the date any required notice is to be
mailed by or on behalf of the Issuer to holders of Preferred Securities or
published by or on behalf of the Issuer (whether by mail or publication, the
"Publication Date").  Such notice shall be sent to DTC by a secure means (e.g.,
legible telecopy, registered or certified mail, overnight delivery) in a timely
manner designed to assure that such notice is in DTC's possession no later than
the close of business on the business day before the Publication Date.  The
Issuer or the Transfer Agent and Registrar will forward such notice either in a
separate secure transmission for each CUSIP number or in a secure transmission
of multiple CUSIP numbers (if applicable) that includes a manifest or list of
each CUSIP number submitted in that transmission.  (The party sending such
notice shall have a method to verify subsequently the use of such means and the
timeliness of such notice.) The Publication Date shall be not less than 30
calendar days nor more than 60 calendar days prior to the payment of any such
distribution or any such offering or issuance of rights with respect to the
Preferred Securities.  After establishing the amount of payment to be made on
the Preferred Securities, the Issuer or the Transfer Agent and Registrar will
notify DTC's Dividend Department of such payment 5 business days prior to

                                      -2-
<PAGE>

payment date. Notices to DTC's Dividend Department by telecopy shall be sent to
(212) 709- 1723.  Such notices by mail or by any other means shall be sent to:

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

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

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

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

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

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

     7.   All notices and payment advices sent to DTC shall contain the CUSIP
number or numbers of the Preferred Securities and the accompanying designation
of the Preferred Securities, which, as of the date of this letter, is
"[UnumProvident Financing Trust __] ____% Cumulative Trust Preferred
Securities."

                                      -3-
<PAGE>

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

     The Chase Manhattan Bank

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

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

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

     The Chase Manhattan Bank

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

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

     The Chase Manhattan Bank

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

                                      -4-
<PAGE>

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

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

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

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

                    Very truly yours,

                    [UNUMPROVIDENT FINANCING TRUST __]
                    as Issuer

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

                                      -6-
<PAGE>

               THE CHASE MANHATTAN BANK solely in its
               capacity as Property Trustee, Transfer
               Agent and Registrar


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

RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

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

                                      -6-
<PAGE>

                                   EXHIBIT C

THIS CERTIFICATE IS NOT TRANSFERABLE OTHER THAN IN ACCORDANCE WITH SECTION 5.10
                  ------------------------------------------

                     OF THE DECLARATION (AS DEFINED BELOW)
                     -------------------------------------

           CERTIFICATE NUMBER            NUMBER OF COMMON SECURITIES
                  C-1                      [_________________]

                   CERTIFICATE EVIDENCING COMMON SECURITIES
                                      OF

                      [UNUMPROVIDENT FINANCING TRUST __]

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

     [UnumProvident Financing Trust __] , a business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that UNUMPROVIDENT
CORPORATION, a Delaware corporation (the "Holder"), is the registered owner of (
) common securities of the Trust, representing undivided common beneficial
interests of the Trust and designated the ____% Common Securities (Liquidation
Amount  $_______ per Common Security) (the "Common Securities").  Except as
provided in Section 5.10 of the Declaration (as defined below) the Common
Securities are not transferable and any attempted transfer hereof other than in
accordance therewith shall be null and void.  The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Declaration of the Trust,
dated as of _________________, 200____, as the same may be amended from time to
time (the "Declaration"), including the designation of the terms of the Common
Securities as set forth therein.  The Trust will furnish a copy of the
Declaration to the Holder without charge upon written request to the Trust at
its principal place of business or registered office.

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

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

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

                                       1
<PAGE>

     IN WITNESS WHEREOF, the undersigned Administrative Trustee of the Trust has
executed this certificate as of the ____ day of _________________, 200___.

                      [UNUMPROVIDENT FINANCING TRUST __]

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

                                      -2-
<PAGE>

                                   EXHIBIT D

                          [Form of Expense Agreement]

                   AGREEMENT AS TO EXPENSES AND LIABILITIES
                          ---------------------------


AGREEMENT, dated as of _________________, 200___, between UNUMPROVIDENT
CORPORATION, a Delaware corporation (the "Corporation"), and [UnumProvident
Financing Trust __], a Delaware business trust (the "Trust").

                             W I T N E S S E T H :

     WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Debentures from the Corporation and to issue and
sell ____% Cumulative Trust Preferred Securities (the "Preferred Securities")
with such powers, preferences and special rights and restrictions as are set
forth in the Amended and Restated Declaration of the Trust, dated as of
________________, 200___ as the same may be amended from time to time (the
"Declaration"; capitalized terms used herein and not defined herein have the
meanings ascribed to them in the Declaration); and

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

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

                                   ARTICLE I

SECTION 1.1.  Guarantee by the Corporation.

     Subject to the terms and conditions hereof, the Corporation hereby
irrevocably and unconditionally guarantees to each person or entity to whom the
Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the
full payment, when and as due, of any and all Obligations (as hereinafter
defined) to such Beneficiaries.  As used herein, "Obligations" means any costs,
expenses or liabilities of the Trust, other than obligations of the Trust to pay
to holders of any Preferred Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Preferred Securities
or such other similar interests, as the case may be.  This Agreement is intended
to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.

                                       1
<PAGE>

SECTION 1.2.  Term of Agreement.

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

SECTION 1.3.  Subordination.

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

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

SECTION 1.4.  Waiver of Notice.

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

SECTION 1.5.  No Impairment.

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

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

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

                                      -2-
<PAGE>

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

SECTION 1.6.  Enforcement.

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

SECTION 1.7.  Subrogation.

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

                                  ARTICLE II

SECTION 2.1.  Assignment.

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

SECTION 2.2.  Binding Effect.

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

SECTION 2.3.  Amendment.

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

                                      -3-
<PAGE>

SECTION 2.4.  Notices.

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

     [UnumProvident Financing Trust __]
     c/o UNUMPROVIDENT CORPORATION
     1 Fountain Square
     Chattanooga, Tennessee 37402
     Facsimile No.: (423) 755-5036
     Attention: General Counsel

     UNUMPROVIDENT CORPORATION
     1 Fountain Square
     Chattanooga, Tennessee 37402
     Facsimile No.: (423) 755-5036
     Attention: General Counsel

SECTION 2.4.  Governing Law.

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


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

                    UNUMPROVIDENT CORPORATION

                    By:
                    Name:
                    Title:
- -------------------------------------------------------------------------------
                    [UNUMPROVIDENT FINANCING TRUST __]



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

                                      -4-
<PAGE>

                                   EXHIBIT E

                  [Form of Preferred Securities Certificate]

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

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


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

                  CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                      OF

                      [UNUMPROVIDENT FINANCING TRUST __]

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


     [UnumProvident Financing Trust __], a 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 an undivided preferred beneficial
interest in the assets of the Trust and designated the [UnumProvident Financing
Trust __] ____% Cumulative Trust Preferred Securities (Liquidation Amount
$_______ per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer as provided in Section 5.4 of the Declaration
(as

                                       1
<PAGE>

defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Declaration of the Trust, dated as of _________________, 200___, as the
same may be amended from time to time (the "Declaration"), including the
designation of the terms of Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by
UNUMPROVIDENT CORPORATION, a Delaware corporation, and The Chase Manhattan Bank,
as guarantee trustee, dated as of ______________, 200___, (the "Guarantee"), to
the extent provided therein. The Trust will furnish a copy of the Declaration
and the Guarantee to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

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

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

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


     IN WITNESS WHEREOF, the undersigned Administrative Trustee of the Trust has
executed this certificate as of the ____ day of _______________, 200___.

                      [UNUMPROVIDENT FINANCING TRUST __]

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

                                      -2-
<PAGE>

                                  ASSIGNMENT

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



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


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



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

Date: ________________

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

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

                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>

                                                                     EXHIBIT 5.1

                       [Letterhead of Alston & Bird LLP]


                                                August 29, 2000

UnumProvident Corporation
1 Fountain Square
Chattanooga, Tennessee 37402

UnumProvident Financing Trust II
1 Fountain Square
Chattanooga, Tennessee 37402

UnumProvident Financing Trust III
1 Fountain Square
Chattanooga, Tennessee 37402

Ladies and Gentlemen:

     This opinion is given in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933 (the "Act") of a registration statement on Form S-3 (the
"Registration Statement") by UnumProvident Corporation, a Delaware corporation
(the "Company"), UnumProvident Financing Trust II, a Delaware statutory business
trust ("Trust II"), and UnumProvident Financing Trust III, a Delaware statutory
business trust ("Trust III"), relating to the offering from time to time,
together or separately and in one or more series, of the following securities of
(A) the Company: (i) Senior Debt Securities; (ii) Subordinated Debt Securities;
(iii) Preferred Stock; (iv) Depositary Shares; (v) Common Stock; (vi) Warrants;
(vii) Stock Purchase Contracts; and (viii) Stock Purchase Units (collectively
the "Securities), (B) Trust II: Preferred Securities, as guaranteed by the
Company (the "Trust II Guarantee"), and (C) Trust III: Preferred Securities, as
guaranteed by the Company (the "Trust III Guarantee," and together with the
Trust II Guarantee, the "Trust Guarantees").

     The Securities, together with the Preferred Securities, will have an
aggregate offering price of up to $1,000,000,000 and will be offered on a
continuous or delayed basis pursuant to the provisions of Rule 415 under the
Act.

     The Senior Debt Securities and Subordinated Debt Securities are to be
issued under a separate indenture for each type of security, to be entered into
by and between the Company and The Chase Manhattan Bank as Trustee (the
"Trustee").  Each of the indentures will be subject to and governed by the Trust
Indenture Act of 1939 (the "TIA").

     The Preferred Securities are to be issued by Trust II or Trust III, or
both, from time to time pursuant to an Amended and Restated Declaration of
Trust, to be entered into by and among the Company, the Trustee, The Chase
Manhattan Bank USA, N.A., as
<PAGE>

Delaware Trustee (the "Delaware Trustee") and Administrative Trustees to be
named therein. Each Amended and Restated Declaration of Trust will be subject to
and governed by the TIA. The Preferred Securities will only be offered by either
of the trusts in connection with the purchase by the trusts of Subordinated Debt
Securities issued by the Company. The Trust Guarantees will be evidenced by a
Guarantee Agreement entered into by and between the Company and The Chase
Manhattan Bank (the "Guarantee Trustee") only if either of the trusts make a
future offering of the Preferred Securities.

     The Depositary Shares will be deposited under a Deposit Agreement by and
between the Company and a bank or trust company as Depositary, and evidenced by
Depositary Receipts.  Each Depositary Receipt will represent a fraction of a
share of the particular series of Preferred Stock issued and deposited with a
Depositary.  The fraction of a share of Preferred Stock which each depositary
share will represent will be set forth in the applicable prospectus supplement
to the Registration Statement.

     Warrants will be issued either independently or together with other
Securities and will be issued pursuant to a Warrant Agreement by and between the
Company and a bank or trust company as Warrant Agent.  Terms of the warrants and
the Warrant Agreement will be set forth in the applicable prospectus supplement
to the Registration Statement.

     As counsel to the Company, we have examined the relevant corporate and
other documents, incident to the giving of this opinion.  In our examination, we
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as original documents, and conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies.  In addition, we have assumed that any samples of documents
submitted to us will be executed without any alterations made thereto.  Based
upon the foregoing, and subject to all of the other assumptions set forth
herein, we are of the opinion as follows:

     1. The shares of Common Stock, when both (A) the board of directors of the
        Company has taken all necessary corporate action to approve the issuance
        and terms of the offering of the shares of the Common Stock whether in
        certificated or uncertificated form, and related matters, in each case
        so as not to violate any applicable law or any agreement or instrument
        to which the Company is a party or by which it is bound, and (B) if such
        Common Stock is in certificated form, certificates representing the
        shares of Common Stock have been duly executed, countersigned,
        registered and delivered either (i) in accordance with the applicable
        definitive purchase, underwriting or similar agreement approved by the
        board of directors of the Company upon payment of the consideration
        therefor (not less than the par value of the Common Stock) provided for
        therein or (ii) upon conversion or exercise of any Securities, in
        accordance with the terms of such Securities or the instrument governing
        such Securities providing for such conversion or exercise as approved by
        the board of directors of the Company, for the consideration approved by
        the board of directors of the

                                      -2-
<PAGE>

        Company (not less than par value of the Common Stock), will be validly
        issued, fully paid and nonassessable.

     2. The shares of Preferred Stock, when both (A) the board of directors of
        the Company has taken all necessary corporate action to approve the
        issuance and terms of the offering of the shares of the Preferred Stock
        whether in certificated or uncertificated form, and related matters, in
        each case so as not to violate any applicable law or any agreement or
        instrument to which the Company is a party or by which it is bound,
        including the adoption of a Certificate of Designation relating to such
        Preferred Stock (a "Certificate") and the filing of the Certificate with
        the Secretary of State of the State of Delaware, and (B) if such
        Preferred Stock is in certificated form, certificates representing the
        shares of Preferred Stock have been duly executed, countersigned,
        registered and delivered either (i) in accordance with the applicable
        definitive purchase, underwriting or similar agreement approved by the
        board of directors of the Company upon payment of the consideration
        therefor (not less than the par value of the Preferred Stock) provided
        for therein or (ii) upon conversion or exercise of any Securities, in
        accordance with the terms of such Securities or the instrument governing
        such Securities providing for such conversion or exercise as approved by
        the board of directors of the Company, for the consideration approved by
        the board of directors of the Company (not less than par value of the
        Preferred Stock), will be validly issued.

     3. The Depositary Shares, when (A) the board of directors of the Company
        has taken all necessary corporate action to approve the issuance and
        terms of the offering of the Depositary Shares, and related matters, in
        each case so as not to violate any applicable law or any agreement or
        instrument to which the Company is a party or by which it is bound, (B)
        the Depositary Agreement or Agreements relating to the Depositary Shares
        and the related Depositary Receipts have been duly authorized and
        validly executed and delivered by the Company and the Depositary
        appointed by the Company, (C) the shares of Preferred Stock underlying
        such Depositary Shares have been duly and validly issued and are fully
        paid and nonassessable as contemplated in paragraph 3 above and
        deposited with a bank or trust company (which meets the requirements for
        Depositary set forth in the Registration Statement) under the applicable
        Depositary Agreements, and (D) the Depositary Receipts representing the
        Depositary Shares have been duly executed, countersigned, registered and
        delivered in accordance with the appropriate Depositary Agreement and
        the applicable definitive purchase, underwriting or similar agreement
        approved by the board of directors of the Company upon payment of the
        consideration therefor provided for therein, will be validly issued.

     4. The Warrants, when (A) the board of directors of the Company has taken
        all necessary corporate action to approve the issuance and terms of the

                                      -3-
<PAGE>

        offering of Warrants, and related matters, in each case so as not to
        violate any applicable law or any agreement or instrument to which the
        Company is a party or by which it is bound, (B) the Warrant Agreement or
        Agreements relating to the Warrants have been duly executed and
        delivered by the Company and the Warrant Agent appointed by the Company,
        and (C) certificates representing the Warrants have been duly executed,
        countersigned, registered and delivered in accordance with the
        applicable definitive purchase, underwriting or similar agreement
        approved by the board of directors of the Company upon payment of the
        consideration therefor provided for therein, will be validly issued.

     5. Each series of the Senior Debt Securities and Subordinated Debt
        Securities when duly established pursuant to the term of the indenture
        under which they are issued, in each case so as not to violate any
        applicable law or any agreement or instrument to which the Company is a
        party or by which it is bound, and duly executed, authenticated and
        issued as provided in an indenture and delivered against payment
        therefor, will constitute valid and legally binding obligations of the
        Company entitled to the benefits of the indenture under which the
        obligations are issued, subject to (i) bankruptcy, insolvency,
        reorganization, fraudulent transfer, moratorium and other similar laws
        now or hereafter in effect relating to or affecting creditors' rights
        generally and (ii) general principles of equity (regardless of whether
        considered in a proceeding at law or in equity), including the following
        concepts: (i) principles governing the availability of specific
        performance, injunctive relief or other traditional equitable remedies;
        (ii) principles affording traditional equitable defenses (e.g., waiver
        laches and estoppel); (iii) good faith and fair dealing; (iv)
        reasonableness; (v) materiality of the breach; (vi) impracticability or
        impossibility of performance; (vii) the effect of obstruction or failure
        to perform or otherwise act in accordance with an agreement by any
        person other than the Borrower; and (viii) unconscionability.

     6. Each Guarantee Agreement, when it has been duly authorized, executed and
        delivered by the Company and assuming due authorization, execution and
        delivery by the Guarantee Trustee, will constitute a valid and legally
        binding obligation of the Company, enforceable against the Company in
        accordance with its terms except as the enforcement thereof may be
        subject to (i) bankruptcy, insolvency, reorganization, fraudulent
        transfer, moratorium and other similar laws now or hereafter in effect
        relating to or affecting creditors' rights generally and (ii) general
        principles of equity (regardless of whether considered in a proceeding
        at law or in equity), including the following concepts: (i) principles
        governing the availability of specific performance, injunctive relief or
        other traditional equitable remedies; (ii) principles affording
        traditional equitable defenses (e.g., waiver laches and estoppel); (iii)
        good faith and fair dealing; (iv) reasonableness; (v) materiality of the
        breach;

                                      -4-
<PAGE>

        (vi) impracticability or impossibility of performance; (vii) the effect
        of obstruction or failure to perform or otherwise act in accordance with
        an agreement by any person other than the Borrower; and (viii)
        unconscionability.

     In rendering the opinions expressed in paragraphs 1, 2, 3, 4 and 5 above,
we have further assumed that (i) all Securities will be issued and sold in
compliance with applicable law, (ii) the Securities will be sold and delivered
to, and paid for by, the purchasers at the price and in accordance with the
terms of an agreement or agreements duly authorized and validly executed and
delivered by the parties thereto, (iii) the Company will authorize the offering
and issuance of the Securities and will authorize, approve and establish the
final terms and conditions thereof and of any applicable Warrant Agreement or
Depositary Agreement and will take any other appropriate additional corporate
action, and (iv) certificates representing the Securities will be duly executed
and delivered and, to the extent required by the applicable indenture, Warrant
Agreement or Depositary Agreement, duly authenticated and countersigned.

     For purposes of paragraph 6 hereof, we have assumed that the execution and
delivery of the UnumProvident Guarantee Agreement, and any indebtedness or
obligations covered by the UnumProvident Guarantee Agreement, do not violate any
applicable law or any agreement or instrument to which the Company or the
obligor of such indebtedness or obligation is a party or by which it is bound.

     We are expressing no opinion as to any obligations that parties other than
the Company may have under or in respect of the Securities or as to the effect
that their performance of such obligations may have upon any of the matters
referred to above.  As to the validity and legality of the Preferred Securities,
you will be receiving the opinion of Richards, Layton & Finger, P.A., special
Delaware counsel to Trust II and Trust III, in connection with any future
offering of the Preferred Securities by either of the trusts pursuant to the
Registration Statement.  We are expressing no opinion with respect to any
matters addressed in such opinion.

     The foregoing opinions are limited to the federal law of the United States
of America, the General Corporation Law of the State of Delaware, and the laws
of the State of New York as it relates to the enforceability of documents,
agreements and instruments referred to herein.

     We hereby consent to the incorporation by reference of this opinion into
the Registration Statement.  We further consent to the reference to our firm
under the heading "Legal Matters" in the Prospectus.

     This opinion is limited to the matters herein and no opinion is implied or
may be inferred beyond the matters expressly stated.

                                      -5-
<PAGE>

     This opinion is effective as of the date hereof and we hereby expressly
disclaim any obligation to supplement this opinion for any changes which may
occur hereafter with respect to any matters of fact or law addressed herein.

     This opinion is delivered to the addressees hereof solely for their use in
connection with the transactions and matters relating to the Registration
Statement, the Securities and the Preferred Securities and may not be used or
relied upon by any other person, and may not be disclosed, quoted, filed with a
governmental agency or otherwise referred to without our prior written consent.

                                                Very truly yours,

                                                ALSTON & BIRD LLP



                                                By: /s/ David E. Brown, Jr.
                                                   ------------------------
                                                        A Partner


                                      -6-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 5.2
<TEXT>

<PAGE>

                                                                     EXHIBIT 5.2

                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]





                                 August 29, 2000





UnumProvident Financing Trust II
1 Fountain Square
Chattanooga, Tennessee  37402

                  Re:  UnumProvident Financing Trust II
                       --------------------------------

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for UnumProvident
Corporation, a Delaware corporation (the "Company"), and UnumProvident Financing
Trust II, a Delaware business trust (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a)  The Certificate of Trust of the Trust, dated
August 14, 2000 (the "Certificate"), as filed in the office of the Secretary of
State of the State of Delaware (the "Secretary of State") on August 14, 2000;

                  (b)  The Declaration of Trust of the Trust, dated as of
August 14, 2000, among the Company and the trustees of the Trust named therein;

                  (c)  A form of Amended and Restated Declaration of Trust of
the Trust, (including Exhibits A, C and E thereto) (the "Declaration"), to be
entered into among the Company, the trustees of the Trust named therein, and the
holders, from time to time, of


<PAGE>

UnumProvident Financing Trust II
August 29, 2000
Page 2



undivided beneficial interests in the assets of the Trust, attached as an
exhibit to the Registration Statement (as defined
below);

                  (d)  Amendment No. 1 to the Registration Statement on Form S-3
(the "Registration Statement"), including a prospectus (the "Prospectus"),
relating to the preferred securities of the Trust, representing undivided
beneficial interests in the assets of the Trust (each, a "Preferred Security"
and collectively, the "Preferred Securities"), as proposed to be filed by the
Company, the Trust and others with the Securities and Exchange Commission on or
about August 29, 2000; and

                  (e)  A Certificate of Good Standing for the Trust obtained
from the Secretary of State on August 29, 2000.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Declaration.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Declaration and the Certificate are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, that each of
the parties to the documents examined by us has been duly created, organized or
formed, as the case may be, and is validly existing in good standing under the
laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are signatories to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under,

<PAGE>

UnumProvident Financing Trust II
August 29, 2000
Page 3



such documents, (v) that each of the parties to the documents
examined by us has duly authorized, executed and delivered such documents, (vi)
the receipt by each Person to whom a Preferred Security is to be issued by the
Trust (collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Declaration and the Registration
Statement, and (vii) that the Preferred Securities are issued and sold to the
Preferred Security Holders in accordance with the Declaration and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.

                  To the extent that Section 10.4 of the Declaration provides
that the Declaration is governed by laws other than the laws of the State of
Delaware, we express no opinion concerning the effect of Section 10.4 of the
Declaration on the opinions set forth herein.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:



                  1.  The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.

                  2.  The Preferred Securities will be duly authorized and will
represent valid and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable undivided beneficial interests in the
assets of the Trust.

                  3.  The Preferred Security Holders, as beneficial owners of
the Trust, will 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. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the
Declaration.


<PAGE>

UnumProvident Financing Trust II
August 29, 2000
Page 4


                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving the foregoing consents, we do not thereby
admit that we come within the category of Persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other Person for any purpose.

                                            Very truly yours,

                                            /s/ Richards, Layton & Finger, P.A.



BJK/MKS/MPQ
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.3
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 5.3
<TEXT>

<PAGE>

                                                                     EXHIBIT 5.3

                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]







                                 August 29, 2000





UnumProvident Financing Trust III
1 Fountain Square
Chattanooga, Tennessee  37402

                  Re:  UnumProvident Financing Trust III
                       ---------------------------------

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for UnumProvident
Corporation, a Delaware corporation (the "Company"), and UnumProvident Financing
Trust III, a Delaware business trust (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                 (a) The Certificate of Trust of the Trust, dated August 14,
2000 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on August 14, 2000;

                 (b) The Declaration of Trust of the Trust, dated as of
August 14, 2000, among the Company and the trustees of the Trust named therein;

                 (c) A form of Amended and Restated Declaration of Trust of the
Trust, (including Exhibits A, C and E thereto) (the "Declaration"), to be
entered into among the Company, the trustees of the Trust named therein, and the
holders, from time to time, of
<PAGE>

UnumProvident Financing Trust III
August 29, 2000
Page 2


undivided beneficial interests in the assets of the Trust, attached as an
exhibit to the Registration Statement (as defined below);

                  (d)  Amendment No. 1 to the Registration Statement on Form S-3
(the "Registration Statement"), including a prospectus (the "Prospectus"),
relating to the preferred securities of the Trust, representing undivided
beneficial interests in the assets of the Trust (each, a "Preferred Security"
and collectively, the "Preferred Securities"), as proposed to be filed by the
Company, the Trust and others with the Securities and Exchange Commission on or
about August 29, 2000; and

                  (e)  A Certificate of Good Standing for the Trust obtained
from the Secretary of State on August 29, 2000.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Declaration.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Declaration and the Certificate are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, that each of
the parties to the documents examined by us has been duly created, organized or
formed, as the case may be, and is validly existing in good standing under the
laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are signatories to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under,
<PAGE>

UnumProvident Financing Trust III
August 29, 2000
Page 3



such documents, (v) that each of the parties to the documents
examined by us has duly authorized, executed and delivered such documents, (vi)
the receipt by each Person to whom a Preferred Security is to be issued by the
Trust (collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Declaration and the Registration
Statement, and (vii) that the Preferred Securities are issued and sold to the
Preferred Security Holders in accordance with the Declaration and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.

                  To the extent that Section 10.4 of the Declaration provides
that the Declaration is governed by laws other than the laws of the State of
Delaware, we express no opinion concerning the effect of Section 10.4 of the
Declaration on the opinions set forth herein.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:


                  1.  The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.

                  2.  The Preferred Securities will be duly authorized and will
represent valid and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable undivided beneficial interests in the
assets of the Trust.

                  3.  The Preferred Security Holders, as beneficial owners of
the Trust, will 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. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the
Declaration.
<PAGE>

UnumProvident Financing Trust III
August 29, 2000
Page 4



                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving the foregoing consents, we do not thereby
admit that we come within the category of Persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other Person for any purpose.

                                            Very truly yours,

                                            /s/ Richards, Layton & Finger, P.A.



BJK/MKS/MPQ
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15.1
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>ERNST & YOUNG LLP LETTER
<TEXT>

<PAGE>

                                                                    Exhibit 15.1

Board of Directors and Shareholders
UnumProvident Corporation

We are aware of the incorporation by reference in Pre-Effective Amendment No.1
to the Registration Statement (Form S-3 No. 333-43808) of UnumProvident
Corporation of our reports dated May 3, 2000 and August 9, 2000 relating to the
unaudited condensed consolidated interim financial statements of UnumProvident
Corporation that are included in its Forms 10-Q for the quarters ended March 31,
2000 and June 30, 2000.

                                      ERNST & YOUNG LLP

                                      /s/ Ernst & Young LLP

Chattanooga, Tennessee
August 29, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>

<PAGE>

                                                                    Exhibit 23.1

                        Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in Pre-
Effective Amendment No. 1 to the Registration Statement (Form S-3, No. 333-
43808) of UnumProvident Corporation and to the incorporation by reference
therein of our report dated February 9, 2000 (except for Note 17, as to which
the date is March 7, 2000) with respect to the consolidated financial statements
and schedules of UnumProvident Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1999, filed with the Securities and
Exchange Commission.

                                      ERNST & YOUNG LLP

                                      /s/ Ernst & Young LLP

Chattanooga, Tennessee
August 29, 2000

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
